Reassessment of Key Parties of Securities Companies Acting as Underwriters of Securities Offerings and/or Securities Trading Intermediaries — OJK — ID

To:
Directors of Securities Companies conducting business as Underwriters of Securities Offerings and/or Securities Trading Intermediaries, At your location.

COPY

CIRCULAR OF THE FINANCIAL SERVICES AUTHORITY
NUMBER 6/SEOJK.04/2022

CONCERNING
REASSESSMENT OF KEY PARTIES OF SECURITIES COMPANIES CONDUCTING BUSINESS AS UNDERWRITERS OF SECURITIES OFFERINGS AND/OR SECURITIES TRADING INTERMEDIARIES

In order to implement the provisions of Article 23 of the Financial Services Authority Regulation Number 34/POJK.03/2018 concerning Reassessment of Key Parties of Financial Services Institutions (State Gazette of the Republic of Indonesia Year 2018 Number 259, Supplement to the State Gazette of the Republic of Indonesia Number 6285) as amended by the Financial Services Authority Regulation Number 14/POJK.03/2021 concerning Amendments to the Financial Services Authority Regulation Number 34/POJK.03/2018 concerning Reassessment of Key Parties of Financial Services Institutions (State Gazette of the Republic of Indonesia Year 2021 Number 165, Supplement to the State Gazette of the Republic of Indonesia Number 6701), hereinafter referred to as the Reassessment POJK, it is necessary to regulate implementation provisions regarding the Reassessment POJK concerning securities companies conducting business as underwriters of securities offerings and/or securities trading intermediaries, in the Financial Services Authority Circular as follows:

I. GENERAL PROVISIONS

In this Financial Services Authority Circular, the following terms are defined:
a. Securities Company is a party conducting business as an underwriter of securities offerings, securities trading intermediary, and/or investment manager. b. Underwriter of Securities Offerings 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 Intermediary is a party conducting business activities of buying and selling securities for its own benefit or for the benefit of other parties.
d. Board of Directors is the corporate organ authorized and fully responsible for managing the corporation for the benefit of the corporation, in accordance with the purpose and objectives of the corporation, and representing the corporation, both inside and outside of court, in accordance with the provisions of the articles of association. e. Board of Commissioners is the corporate organ tasked with conducting general and/or specific supervision in accordance with the articles of association and providing advice to the Board of Directors. f. Key Party is a party that owns, manages, supervises, and/or has significant influence on the Underwriter of Securities Offerings and/or Securities Trading Intermediary, including those who no longer own, manage, supervise, or have influence at the time of reassessment. g. Affiliation is:
1) family relationships due to marriage and descent up to the second degree, both horizontally and vertically;
2) relationships between a party and employees, members of the Board of Directors, or members of the Board of Commissioners of such party;
3) relationships between 2 (two) companies where there are one or more members of the Board of Directors or members of the Board of Commissioners in common;
4) relationships between a company and a party, directly or indirectly, controlling or controlled by such company;
5) relationships between 2 (two) companies controlled, directly or indirectly, by the same party; or;
6) relationships between a company and major shareholders.
h. Control is an action aimed at influencing the management and/or policies of the Underwriter of Securities Offerings and/or Securities Trading Intermediary, in any manner, directly or indirectly.
i. Controlling Shareholder, hereinafter abbreviated as PSP, is a legal entity, individual, and/or business group that owns shares or shares equivalent to those of the Underwriter of Securities Offerings and/or Securities Trading Intermediary and has the ability to exercise control over the Underwriter of Securities Offerings and/or Securities Trading Intermediary.
j. Supervisory Action is an action that can be determined as a follow-up to the results of Financial Services Authority supervision. k. Specific Action Order is an order given by the Financial Services Authority as part of Supervisory Action.
l. Written Order is a written order as referred to in Law Number 21 of 2011 concerning the Financial Services Authority.
The provisions in this Financial Services Authority Circular apply to Securities Companies conducting business as Underwriters of Securities Offerings and/or Securities Trading Intermediaries.
Key Parties for Underwriters of Securities Offerings and/or Securities Trading Intermediaries include:
a. PSP; b. members of the Board of Directors; and
c. members of the Board of Commissioners.
Control over the Underwriter of Securities Offerings and/or Securities Trading Intermediary exists if it meets one of the following conditions:
a. having voting rights of more than 20% (twenty percent) either through own share ownership and its Affiliates or together with other parties; b. having the right to arrange and determine the financial and operational policies of the Underwriter of Securities Offerings and/or Securities Trading Intermediary based on the articles of association or agreements;
c. being able to appoint or dismiss members of the Board of Directors of the Underwriter of Securities Offerings and/or Securities Trading Intermediary; or
d. being able to control the majority of votes in the Board of Directors meeting.
PSP for Underwriters of Securities Offerings and/or Securities Trading Intermediaries are parties that directly or indirectly own:
a. shares of at least 20% (twenty percent) of the shares issued by one Underwriter of Securities Offerings and/or Securities Trading Intermediary and have voting rights; or b. shares of less than 20% (twenty percent) of the shares issued by one Underwriter of Securities Offerings and/or Securities Trading Intermediary and have voting rights but can be proven to have exercised Control directly or indirectly over the Underwriter of Securities Offerings and/or Securities Trading Intermediary.
The implementation of reassessment of Key Parties of Underwriters of Securities Offerings and/or Securities Trading Intermediaries may be conducted by the Financial Services Authority at any time if, based on the results of:
a. supervision; b. examinations;
c. imposition of sanctions; or
d. information obtained from other authorities, there are indications that Key Parties are involved and/or responsible for integrity, financial feasibility, financial reputation, and/or competence issues occurring in the Underwriter of Securities Offerings and/or Securities Trading Intermediary.

II. KEY PARTIES OF UNDERWRITERS OF SECURITIES OFFERINGS AND/OR SECURITIES TRADING INTERMEDIARIES SUBJECT TO REASSESSMENT

Reassessment is conducted by the Financial Services Authority against Key Parties of Underwriters of Securities Offerings and/or Securities Trading Intermediaries in cases where there are indications that Key Parties are involved and/or responsible for integrity, financial feasibility, financial reputation, and/or competence issues occurring in the Underwriter of Securities Offerings and/or Securities Trading Intermediary, as regulated in Financial Services Authority regulations concerning reassessment of Key Parties of financial services institutions.

III. SCOPE OF REASSESSMENT

Reassessment of Key Parties of Underwriters of Securities Offerings and/or Securities Trading Intermediaries is conducted if, based on evidence, data, and/or information obtained from the results of direct supervision, indirect supervision, examinations, imposition of sanctions, or information obtained from other authorities as referred to in Section I number 6, there are indications of involvement of Key Parties and/or Key Parties responsible for:
a. integrity and/or financial feasibility issues for PSP; or b. integrity, financial reputation, and/or competence issues for members of the Board of Directors and members of the Board of Commissioners.
The term for PSP actions to influence and/or order members of the Board of Directors, members of the Board of Commissioners, and/or employees of Underwriters of Securities Offerings and/or Securities Trading Intermediaries as referred to in Article 4 letter a of the Reassessment POJK, namely:
a. influencing and/or ordering members of the Board of Directors, members of the Board of Commissioners, and/or employees of Underwriters of Securities Offerings and/or Securities Trading Intermediaries to conceal and/or obscure violations of certain regulations or financial conditions and/or actual transactions, including:
1) incorrect recording and/or transactions conducted in the books of Underwriters of Securities Offerings and/or Securities Trading Intermediaries, including:
a) recording and/or transactions that cannot be directly identified in financial statements and Adjusted Net Worth (ANW) reports; b) failure to record all transactions conducted by Underwriters of Securities Offerings and/or Securities Trading Intermediaries, including failure to record securities transactions for own benefit or clients, issuance of bonds not recorded in financial statements, loans to other parties not recorded in financial statements;
2) eliminating or destroying bookkeeping records and/or supporting documents for transactions conducted by Underwriters of Securities Offerings and/or Securities Trading Intermediaries;
3) conducting securities transactions and/or financial manipulation utilizing Underwriters of Securities Offerings and/or Securities Trading Intermediaries for personal, group, Affiliate, or other party interests;
4) bookkeeping practices and/or financial reporting not in accordance with regulations;
5) embezzlement or manipulation of company assets; and
6) hacking and/or intrusion into electronic systems and/or information technology systems of Underwriters of Securities Offerings and/or Securities Trading Intermediaries.
b. influencing and/or ordering members of the Board of Directors, members of the Board of Commissioners, and/or employees of Underwriters of Securities Offerings and/or Securities Trading Intermediaries to provide unfair benefits to shareholders, Key Parties, employees, and/or other parties that can harm or reduce the profits of Underwriters of Securities Offerings and/or Securities Trading Intermediaries and investors, including through:
1) unfair securities transactions and/or other transactions, including:
a) providing unfair financing interest rates for securities transactions to clients; b) providing unfair interest rates on received loans, or coupons on securities issued to creditors, approving trading limits with unfair procedures and values; c) providing unfair commissions to other parties in connection with business activities, including commissions not in accordance with internal company policies; d) receiving unfair fees in connection with business activities, including fees not in accordance with internal company policies.
2) asset procurement or disposal activities;
3) providing facilities and/or salaries to members of the Board of Directors, members of the Board of Commissioners, and/or employees not in accordance with applicable regulations;
4) providing gifts, whether in goods and/or services, directly or indirectly, in violation of legislation;
c. influencing and/or ordering members of the Board of Directors, members of the Board of Commissioners, and/or employees of Underwriters of Securities Offerings and/or Securities Trading Intermediaries to commit acts violating prudential principles at Underwriters of Securities Offerings and/or Securities Trading Intermediaries and/or good management principles of Underwriters of Securities Offerings and/or Securities Trading Intermediaries, including:
1) providing financing for securities transactions or debts not based on standard operating procedures of Underwriters of Securities Offerings and/or Securities Trading Intermediaries;
2) marketing products and/or conducting activities that have not received approval and/or effectiveness statement from the Financial Services Authority;
3) purchasing or disposing of assets, including assets in the form of securities portfolios, without considering prudential principles and risk management;
4) providing funds and/or financing for securities transactions to parties, sectors, and/or activities prohibited by legislation;
5) providing loans or financing for securities transactions not conducted with procedures considering the application of prudential principles and risk management;
6) in conducting activities of Underwriters of Securities Offerings and/or Securities Trading Intermediaries, not based on, among others, standard operating procedures, adequate risk management, internal policy guidelines of Underwriters of Securities Offerings and/or Securities Trading Intermediaries, and legislation;
7) in conducting activities of Underwriters of Securities Offerings and/or Securities Trading Intermediaries, not based on behavioral principle guidelines for Underwriters of Securities Offerings and/or Securities Trading Intermediaries in accordance with legislation, including:
a) for Underwriters of Securities Offerings:
selling Securities that have been purchased or will be purchased based on underwriting contracts, in the event of insufficient purchase demand in public offerings. b) for Securities Trading Intermediaries:
(1) providing recommendations to clients to buy, sell, or exchange securities without considering investment objectives and clients' financial conditions; (2) providing guarantees for losses suffered by clients; (3) abusing authority for personal, family, and/or other party interests; (4) taking and/or receiving personal profits from Securities Trading Intermediary activities, directly or indirectly, other than lawful income.
The term for actions by members of the Board of Directors and/or members of the Board of Commissioners as referred to in Article 5 letter a of the Reassessment POJK, namely:
a. concealing and/or obscuring violations of certain regulations or financial conditions and/or actual transactions, including:
1) incorrect recording and/or transactions conducted in the books of Underwriters of Securities Offerings and/or Securities Trading Intermediaries, including:
a) recording and/or transactions that cannot be directly identified in financial statements and ANW reports; b) failure to record all transactions conducted by Underwriters of Securities Offerings and/or Securities Trading Intermediaries, including failure to record securities transactions for own benefit or clients, issuance of bonds not recorded in financial statements, loans to other parties not recorded in financial statements;
2) eliminating or destroying bookkeeping records and/or supporting documents for transactions conducted by Underwriters of Securities Offerings and/or Securities Trading Intermediaries;
3) conducting securities transactions and/or financial manipulation utilizing Underwriters of Securities Offerings and/or Securities Trading Intermediaries for personal, group, Affiliate, or other party interests with the aim of concealing violations;
4) bookkeeping practices and/or financial reporting not in accordance with regulations;
5) embezzlement or manipulation of company assets; and/or
6) hacking and/or intrusion into electronic systems and/or information technology systems of Underwriters of Securities Offerings and/or Securities Trading Intermediaries.
b. providing unfair benefits to shareholders, Key Parties, employees, and/or other parties that can harm or reduce the profits of Underwriters of Securities Offerings and/or Securities Trading Intermediaries and investors, including through:
1) unfair securities transactions and/or other transactions, including:
a) providing unfair financing interest rates for securities transactions to clients; b) providing unfair interest rates on received loans, or coupons on securities issued to creditors, approving trading limits with unfair procedures and values; c) providing unfair commissions to other parties not in accordance with internal company policies in connection with business activities; d) receiving unfair fees in connection with business activities, including fees not in accordance with internal company policies.
2) asset procurement or disposal activities;
3) providing facilities and/or salaries to members of the Board of Directors, members of the Board of Commissioners, and/or employees not in accordance with applicable regulations;
4) providing gifts, whether in goods and/or services, directly or indirectly, in violation of legislation;
c. committing acts violating prudential principles at Underwriters of Securities Offerings and/or Securities Trading Intermediaries and/or good management principles of Underwriters of Securities Offerings and/or Securities Trading Intermediaries, including:
1) providing financing for securities transactions or debts not based on standard operating procedures of Underwriters of Securities Offerings and/or Securities Trading Intermediaries;
2) marketing products and/or conducting activities that have not received approval and/or effectiveness statement from the Financial Services Authority;
3) purchasing or disposing of assets, including assets in the form of securities portfolios, without considering prudential principles and risk management;
4) providing funds and/or financing for securities transactions to parties, sectors, and/or activities prohibited by legislation;
5) providing loans or financing for securities transactions not conducted with procedures considering the application of prudential principles and risk management;
6) in conducting activities of Underwriters of Securities Offerings and/or Securities Trading Intermediaries, not based on, among others, standard operating procedures, adequate risk management, internal policy guidelines of Underwriters of Securities Offerings and/or Securities Trading Intermediaries, and legislation;
7) in conducting activities of Underwriters of Securities Offerings and/or Securities Trading Intermediaries, not based on behavioral principle guidelines for Underwriters of Securities Offerings and/or Securities Trading Intermediaries in accordance with legislation, including:
a) for Underwriters of Securities Offerings:
selling Securities that have been purchased or will be purchased based on underwriting contracts, in the event of insufficient purchase demand in public offerings. b) for Securities Trading Intermediaries:
(1) providing recommendations to clients to buy, sell, or exchange securities without considering investment objectives and clients' financial conditions; (2) providing guarantees for losses suffered by clients; (3) abusing authority for personal, family, and/or other party interests; (4) taking and/or receiving personal profits from Securities Trading Intermediary activities, directly or indirectly, other than lawful income.
The term for proven to have committed criminal offenses decided by courts and having permanent legal force for PSP as referred to in Article 4 letter b or for members of the Board of Directors and/or members of the Board of Commissioners as referred to in Article 5 letter b of the Reassessment POJK is:
a. proven to have committed criminal offenses in the financial services sector; b. proven to have committed criminal offenses, namely offenses listed in the Criminal Code (KUHP) and/or similar foreign criminal codes with a penalty of imprisonment of 1 (one) year or more; and/or
c. proven to have committed other criminal offenses with a penalty of imprisonment of 1 (one) year or more, including criminal offenses:
1) corruption;
2) money laundering;
3) narcotics/psychotropics;
4) smuggling;
5) customs;
6) excise;
7) human trafficking;
8) illegal arms trafficking;
9) terrorism;
10) counterfeiting money;
11) in the field of taxation;
12) in the field of forestry;
13) in the field of environmental protection;
14) in the field of marine and fisheries; and
15) proliferation of weapons of mass destruction, including the spread of nuclear, biological, and chemical weapons.
The term for causing Underwriters of Securities Offerings and/or Securities Trading Intermediaries to experience difficulties endangering the continuity of business of Underwriters of Securities Offerings and/or Securities Trading Intermediaries and/or endangering the Capital Market industry for PSP as referred to in Article 4 letter c or for members of the Board of Directors and/or members of the Board of Commissioners as referred to in Article 5 letter c of the Reassessment POJK, including through actions:
a. utilizing Underwriters of Securities Offerings and/or Securities Trading Intermediaries to obtain funding or finance personal, business group, Affiliate, or other party interests not conducted with prudential principles, good governance, and intended to violate legislation, including financing personal and/or business group interests resulting in Underwriters of Securities Offerings and/or Securities Trading Intermediaries being unable to meet ANW values; b. making capital deposits with funds not in accordance with regulations for PSP; and/or
c. violating regulations and/or commitments to the Financial Services Authority and/or government, including withdrawing subordinated debt already granted to Underwriters of Securities Offerings and/or Securities Trading Intermediaries resulting in Underwriters of Securities Offerings and/or Securities Trading Intermediaries not meeting the required ANW values.
The term for not executing Financial Services Authority orders to perform and/or not perform specific actions in the context of Supervisory Action and/or improvement of Underwriters of Securities Offerings and/or Securities Trading Intermediaries for PSP as referred to in Article 4 letter d or for members of the Board of Directors, and/or members of the Board of Commissioners as referred to in Article 5 letter d of the Reassessment POJK, namely not executing specific action orders as referred to in Financial Services Authority regulations concerning supervision follow-up in the capital market sector, consisting of:
a. orders to perform adjustments, fulfillment, or improvements in accordance with legislation; b. suspension or temporary cessation of certain business activities; and/or
c. performing other actions ordered by the Financial Services Authority.
The term for having non-performing loans and/or financing at financial services institutions and/or being controllers, members of the Board of Directors, or members of the Board of Commissioners, or equivalents of companies having non-performing loans and/or financing for PSP as referred to in Article 4 letter e or for members of the Board of Directors, and/or members of the Board of Commissioners as referred to in Article 5 letter e of the Reassessment POJK, including:
a. non-performing loans and/or financing recorded in the debtor data information system; and b. non-performing loans and/or financing not yet reported by financial services institutions in the debtor data information system or already reported by financial services institutions in the debtor data information system but not yet classified as non-performing, but based on research conducted by the Financial Services Authority, such loans and/or financing have been

meet the criteria for being classified as non-performing according to regulations governing asset quality.

The definition of non-performing credit or financing as referred to in item 7 for credit cards or sharia cards does not include charges arising from annual fees, administrative fees, and/or other charges that do not originate from credit card or sharia card usage transactions.
Those referred to as proven to be declared bankrupt and/or becoming shareholders, members of the Board of Directors, or members of the Board of Commissioners, who are declared guilty causing a company to be declared bankrupt or have its business license revoked as referred to in Article 4 letter f or Article 5 letter f of the Reassessment POJK, include:

a. Major Shareholders or members of the Board of Commissioners of Securities Issuers and/or Securities Broker Intermediaries who serve as Directors of a company causing that company to be declared bankrupt based on a final and binding court decision or have their business license revoked by the competent authority; and

b. members of the Board of Commissioners of Securities Issuers and/or Securities Broker Intermediaries who serve as shareholders of a company causing that company to be declared bankrupt based on a final and binding court decision or have their business license revoked by the competent authority.

Those referred to as Major Shareholders not taking necessary measures when facing capital and/or liquidity difficulties as referred to in Article 4 letter g of the Reassessment POJK include:

a. Major Shareholders not taking measures in the form of increasing capital contributions or providing subordinated debt to Securities Issuers and/or Securities Broker Intermediaries; and

b. obtaining strategic investors for the purpose of increasing capital contributions,

within a specific period determined by the Financial Services Authority.

Those referred to as capital and/or liquidity difficulties as referred to in item 10, Securities Issuers and/or Securities Broker Intermediaries fail to meet the minimum Capital Adequacy Ratio (MKBD) value for a period of more than 30 (thirty) consecutive working days or more than 60 (sixty) working days within the last 12 (twelve) months.
Those referred to as members of the Board of Directors and/or members of the Board of Commissioners not performing strategic management for the development of healthy Securities Issuers and/or Securities Broker Intermediaries as referred to in Article 5 letter g of the Reassessment POJK, including the inability of the relevant parties to, among others:

a. interpret the vision and mission of Securities Issuers and/or Securities Broker Intermediaries in the implementation of operational activities;

b. anticipate economic, financial, and/or technological developments;

c. analyze the Capital Market industry situation and explore business potential for the operations of Securities Issuers and/or Securities Broker Intermediaries;

d. implement regulations including those regarding governance, prudential principles, reporting and accounting standards, and related to the institutional aspects of Securities Issuers and/or Securities Broker Intermediaries; and

e. carry out duties and/or responsibilities resulting in violations of prudential principles and/or good management principles of Securities Issuers and/or Securities Broker Intermediaries.

Assessment of inability in item 12 is based on the duties and responsibilities of each position of members of the Board of Directors and members of the Board of Commissioners according to the job descriptions existing in the respective company.
Those referred to as refusing to provide commitment and/or not fulfilling commitments agreed upon with the Financial Services Authority and/or the government, for Major Shareholders as referred to in Article 4 letter h or for members of the Board of Directors, and/or members of the Board of Commissioners as referred to in Article 5 letter h of the Reassessment POJK, include:

a. commitments for the rehabilitation of Securities Issuers and/or Securities Broker Intermediaries other than commitments as referred to in item 5 letter c;

b. commitments not to repeat violations or actions as referred to in items 2, 3, 5, 6, and/or 12;

c. commitments not to commit and/or repeat actions or behaviors as referred to in Article 4 and/or Article 5 of the Reassessment POJK for Key Persons who have previously received the "Fail" designation and have undergone bans as regulated in the Reassessment POJK; and/or

d. commitments regarding the healthy operational development of Securities Issuers and/or Securities Broker Intermediaries.

Those referred to as hindering or disrupting efforts and the implementation of the authority of the Financial Services Authority and/or efforts by Key Persons of Securities Issuers and/or Securities Broker Intermediaries and/or other parties in handling capital and/or liquidity problems of Securities Issuers and/or Securities Broker Intermediaries for Major Shareholders as referred to in Article 4 letter i or for members of the Board of Directors, and/or members of the Board of Commissioners as referred to in Article 5 letter j of the Reassessment POJK include:

a. hindering or disrupting the implementation of efforts:

1) written orders issued by the Financial Services Authority to Securities Issuers and/or Securities Broker Intermediaries; and/or

2) follow-up handling of problems of Securities Issuers and/or Securities Broker Intermediaries in connection with violations of other authority regulations by Securities Issuers and/or Securities Broker Intermediaries, namely including regulations of Bank Indonesia; and/or

b. hindering or disrupting efforts by Key Persons, namely efforts by one or more Key Persons, namely Major Shareholders, members of the Board of Directors and/or members of the Board of Commissioners,

and/or other parties, namely including prospective Key Persons of Securities Issuers and/or Securities Broker Intermediaries who will carry out efforts to handle problems of Securities Issuers and/or Securities Broker Intermediaries.

Those referred to as integrity, financial reputation, and/or competence problems other than items 3, 4, 5, 6, 7, 9, 12, 14, and 15 that contradict statutory regulations for members of the Board of Directors and/or members of the Board of Commissioners as referred to in Article 5 letter k of the Reassessment POJK include:

a. receiving sanctions from associations due to violations of codes of ethics;

b. being sued civilly for breach of contract.

In addition to conducting reassessments of Key Persons, the Financial Services Authority has the authority to impose, among others, Specific Action Orders and/or administrative sanctions as referred to in statutory regulations in the capital market sector on Securities Issuers and/or Securities Broker Intermediaries for actions as referred to in items 2, 3, 5, 6, 7, 9, 10, 12, 14, 15, and 16.

IV. REASSESSMENT PROCEDURE

Reassessment of Key Persons of Securities Issuers and/or Securities Broker Intermediaries is carried out with the following steps:

a. Clarification of evidence, data, and/or information to the Key Person being reassessed.

1) The Financial Services Authority issues a letter requesting clarification of evidence, data, and/or information to the Key Person to be reassessed based on matters as referred to in Article 4 and Article 5 of the Reassessment POJK and Item III of this Financial Services Authority Circular.

2) The Key Person being reassessed submits a response to the request for clarification of evidence, data, and/or information through written responses, either in the form of physical documents submitted directly or via electronic mail in the form of attachments to the electronic mail signed by the Key Person, submitted within a maximum period of 10 (ten) working days calculated from the date of the clarification request from the Financial Services Authority.

Submission of documents via electronic mail does not eliminate the responsibility of the Key Person to submit the physical response documents to the Financial Services Authority.

3) Written responses via physical documents as referred to in item 2) are accompanied by supporting documents proven by:

a) receipt or electronic confirmation of receipt from the Financial Services Authority if submitted directly to the Financial Services Authority;

b) post stamp if sent via post office; or

c) courier service receipt if sent via courier service.

4) If necessary, based on the written response clarification as referred to in item 3), the Financial Services Authority may request face-to-face clarification, within a maximum period of 10 (ten) working days calculated from the date of the face-to-face clarification request from the Financial Services Authority.

5) Under certain conditions, the Financial Services Authority may determine a period other than the period as referred to in item 4).

6) Face-to-face clarification as referred to in item 4) is carried out by:

a) the location of face-to-face clarification can be conducted at the Financial Services Authority or at another location determined by the Financial Services Authority and/or via electronic media, due to specific situation or condition considerations; and

b) the results of face-to-face clarification are supplemented with a minutes of meeting that forms an integral part of the clarification letter submitted by the Key Person being reassessed.

7) In the event that the person being reassessed is a Major Shareholder in the form of a legal entity, the response to the request for clarification of evidence, data, and/or information is carried out by members of the Board of Directors or other parties in the legal entity authorized to represent the legal entity according to the articles of association or equivalent for foreign legal entities.

8) Regarding parties who no longer own, manage, supervise, and/or have significant influence on Securities Issuers and/or Securities Broker Intermediaries at the time of reassessment, in the event that the clarification request letter is not received by the person being reassessed at the address recorded with the Financial Services Authority or the letter is returned to the Financial Services Authority, notification for the clarification request is carried out by corresponding through parties who can be contacted as referred to in Article 17 of the Reassessment POJK and/or summons via newspaper or Financial Services Authority website.

9) In the event that the Key Person being reassessed does not use the right to submit a response to the request for clarification of evidence, data, and/or information within the determined period, the Financial Services Authority takes the next reassessment step, namely the determination and submission of the temporary reassessment results to the Key Person.

b. Determination and submission of temporary reassessment results to the Key Person being reassessed.

1) The Financial Services Authority determines the temporary reassessment results by considering evidence, data, and/or information obtained from supervision results and other information and considering responses to requests for clarification of evidence, data, and/or information in the event that the Key Person being reassessed submits a response.

2) The Financial Services Authority submits the temporary reassessment results via letter to the Key Person being reassessed.

c. Response from the Key Person being reassessed regarding the temporary reassessment results.

1) The Key Person being reassessed submits a response to the temporary reassessment results via physical documents submitted directly or other documents acceptable to the Financial Services Authority, including electronic mail containing response documents signed by the Key Person in the form of attachments to the electronic mail. Submission of documents via electronic mail does not eliminate the responsibility of the Key Person to submit the physical response documents to the Financial Services Authority.

2) Written responses via physical documents or other documents acceptable to the Financial Services Authority, including electronic mail, are submitted within a maximum period of 10 (ten) working days from the date of the temporary reassessment results letter from the Financial Services Authority, proven by:

a) Financial Services Authority receipt if submitted directly to the Financial Services Authority;

b) post stamp if sent via post office; or

c) courier service receipt if sent via courier service; or

d) electronic confirmation of receipt from the Financial Services Authority if submitted via other documents acceptable to the Financial Services Authority, including electronic mail.

3) If necessary, the Financial Services Authority may request submission of responses to temporary reassessment results via face-to-face meeting, with the following provisions:

a) submission of responses to temporary reassessment results via face-to-face meeting is carried out within a maximum period of 10 (ten) working days from the date of the Financial Services Authority's request letter;

b) under certain conditions, the Financial Services Authority may determine a period other than the period as referred to in letter a);

c) the location for submission of responses to temporary reassessment results can be conducted at the Financial Services Authority or at another location determined by the Financial Services Authority, and/or via electronic media due to specific situation or condition considerations; and

d) submission of responses via face-to-face meeting is supplemented with minutes of response to temporary reassessment results.

4) In the event that the Key Person being reassessed does not use the right to submit a response to the temporary reassessment results within the determined period, the Financial Services Authority determines the temporary reassessment results to become the final reassessment results.

d. In the event that the Financial Services Authority obtains new evidence, data, and/or information before the determination and notification of the final reassessment results, the Financial Services Authority determines the final reassessment results for the Key Person by considering the new evidence, data, and/or information obtained, while still referring to the process as referred to in letters a to c.

New evidence, data, and/or information that becomes the basis for the Financial Services Authority to request clarification from the Key Person being reassessed may include new evidence, data, and/or information related to indications of problems currently under reassessment, or indications of new problems committed by the Key Person currently being reassessed.

In considering the new evidence, data, and/or information, the Financial Services Authority reviews evidence, data, and/or information that can change the temporary or final reassessment results. Thus, in the event that based on the Financial Services Authority's assessment the new evidence, data, and/or information will not change the temporary or final reassessment results, the Financial Services Authority takes the next reassessment step.

e. Determination and notification of the final reassessment results to the Key Person being reassessed.

The Financial Services Authority determines the final results after considering the temporary reassessment results responses submitted by the Key Person being reassessed including new evidence, data, and/or information if any, or based on the temporary reassessment results in the event that the Key Person being reassessed does not provide responses to the temporary reassessment results within the determined period.

f. In addition to notifying the final reassessment results to the Key Person as referred to in letter e, the Financial Services Authority may notify the final reassessment results of the Key Person to other interested parties.

The Financial Services Authority may determine:

a. Final reassessment results without following all reassessment steps as referred to in Article 7A paragraph (1) of the Reassessment POJK with specific considerations including conditions assessed to cause Securities Issuers and/or Securities Broker Intermediaries to potentially experience difficulties that can endanger the continuity of the business of Securities Issuers and/or Securities Broker Intermediaries and/or threaten financial system stability.

b. The period for requesting responses from the Key Person being reassessed is less than 10 (ten) working days as referred to in Article 7A paragraph (2) of the Reassessment POJK with specific considerations including to prevent Key Persons from taking legal actions that potentially impact broader violations or eliminate evidence.

Correspondence regarding reassessment.

a. In the implementation of the reassessment process, the Financial Services Authority corresponds with Key Persons of Securities Issuers and/or Securities Broker Intermediaries being reassessed based on domicile data and information held by the Financial Services Authority.

b. In the event that based on the domicile data and information the Key Persons of Securities Issuers and/or Securities Broker Intermediaries being reassessed cannot be contacted, the Financial Services Authority may correspond through parties who can be contacted. Those referred to as parties who can be contacted are family or other parties besides Key Persons of Securities Issuers and/or Securities Broker Intermediaries who are willing or designated by Key Persons of Securities Issuers and/or Securities Broker Intermediaries to become contact persons for correspondence with the Financial Services Authority.

V. UPDATING DATA AND DOMICILE INFORMATION OF KEY PERSONS OF SECURITIES ISSUERS AND/OR SECURITIES BROKER INTERMEDIARIES

Securities Issuers and/or Securities Broker Intermediaries submit reports updating data and domicile information of Key Persons and/or parties who can be contacted to the Financial Services Authority as referred to in Article 17 of the Reassessment POJK. In the event of changes to data and domicile information of Key Persons and/or parties who can be contacted, Securities Issuers and/or Securities Broker Intermediaries submit data and information to the Financial Services Authority at any time.
Reports updating data and domicile information of Key Persons and/or parties who can be contacted as referred to in item 1 are submitted electronically via the Financial Services Authority's electronic reporting system.
In the event that the electronic reporting system is not yet available, the submission of reports can be submitted to the Financial Services Authority addressed to the Head of Capital Market Supervision Department 2A online via electronic mail with the address mailingroomsumitro@ojk.go.id with a copy to the Director of Institution Supervision.
In the event that online submission as referred to in item 3 cannot be carried out due to technical problems, Securities Issuers and/or Securities Broker Intermediaries can submit reports offline accompanied by documents using the format as stated in Appendix Part A which is an integral part of this Financial Services Authority Circular.

VI. CONSEQUENCES OF FINAL REASSESSMENT RESULTS

Parties who at the time of reassessment own, manage, supervise and/or have significant influence on Securities Issuers and/or Securities Broker Intermediaries as Key Persons designated with the "Pass" designation are declared to meet the requirements to remain as Key Persons of Securities Issuers and/or Securities Broker Intermediaries.
Key Persons who at the time of reassessment are designated with the "Fail" designation are subject to bans as referred to in Article 10 paragraph (2) and Article 10 paragraph (3) of the Reassessment POJK.
The imposition of ban periods on Key Persons designated with the "Fail" designation is carried out as referred to in Article 11 and Article 15 of the Reassessment POJK.
Ban consequences for Key Persons designated with the "Fail" designation apply from the date of the Financial Services Authority's determination letter.
In the event that Key Persons designated with the "Fail" designation as referred to in item 2 are shareholders, the following provisions apply:

a. For Major Shareholders of Securities Issuers and/or Securities Broker Intermediaries, the relevant party is required to transfer all their share ownership to other parties who are prospective new Major Shareholders within a maximum period of 1 (one) year from being designated with the "Fail" designation as referred to in Article 12 paragraph (1) letter c of the Reassessment POJK.

b. In the event that the relevant share ownership is not transferred within the determined period, the provisions as referred to in Article 13 of the Reassessment POJK apply.

c. Securities Issuers and/or Securities Broker Intermediaries submit the party that will take over the shares of Key Persons designated with the "Fail" designation to the Financial Services Authority, to obtain approval as shareholders or Major Shareholders based on Financial Services Authority Regulations regarding assessment of competence and propriety for key persons of financial service institutions.

In the event that Key Persons designated with the "Fail" designation as referred to in item 2 are currently serving as members of the Board of Directors or members of the Board of Commissioners, the relevant parties are prohibited from carrying out duties, functions, and authorities as members of the Board of Directors or members of the Board of Commissioners and are required to cease being members of the Board of Directors or members of the Board of Commissioners, as referred to in Article 15 paragraph (1) letter b of the Reassessment POJK.
Securities Issuers and/or Securities Broker Intermediaries are required to follow up on the consequences as referred to in item 6 by holding a General Meeting of Shareholders to dismiss members of the Board of Directors or members of the Board of Commissioners designated with the "Fail" designation, within a period

longest time of 3 (three) months from the date of notification from the Financial Services Authority, as referred to in Article 15 paragraph (2) of the POJK on Reassessment.

Members of the Board of Directors or members of the Board of Commissioners who are designated with the "Fail" predicate are prohibited from carrying out their duties, functions, and authorities from the date of designation by the Financial Services Authority.
Underwriters and/or Securities Trading Intermediaries have a longest time of 3 (three) months to hold a General Meeting of Shareholders to dismiss members of the Board of Directors or members of the Board of Commissioners, with the following provisions:

a. the date of dismissal of members of the Board of Directors or members of the Board of Commissioners in the General Meeting of Shareholders is the same as the date of the decision of the Financial Services Authority designating members of the Board of Directors or members of the Board of Commissioners with the "Fail" predicate; or

b. in the event that the Underwriter and/or Securities Trading Intermediary does not hold a General Meeting of Shareholders to dismiss members of the Board of Directors or members of the Board of Commissioners outside the 3 (three) month period, the Underwriter and/or Securities Trading Intermediary may be subject to Enforcement Actions in the form of Specific Action Orders.

VII. RECONSIDERATION REQUEST

Key Personnel of Underwriters and/or Securities Trading Intermediaries designated as "Fail" may submit a request for reconsideration of the "Fail" predicate before the consequence period expires as regulated in the POJK on Reassessment.

Reconsideration Criteria

A request for reconsideration may be submitted if it meets the following criteria:

a. there is evidence, data, and/or new information regarding absence or failure to submit clarification or response during the reassessment. The evidence, data, and/or information regarding the absence or failure to submit clarification or response must include strong and relevant reasons or considerations supported by evidence of absence or failure to submit clarification or response, such as illness that prevents the assessed Key Personnel from functioning normally or other strong reasons causing the assessed Key Personnel to be unable to provide clarification or response within the period set by the Financial Services Authority.

b. there is a final and binding court decision stating that the party designated with the "Fail" predicate is not proven to have committed a criminal offense or is not proven to be declared bankrupt and/or is not proven to be a shareholder, member of the Board of Directors, or member of the Board of Commissioners who is declared guilty causing a company to be declared bankrupt or have its business license revoked.

c. as a consequence of the implementation of Indonesian State Laws, including the implementation of Law Number 11 of 2016 on Tax Amnesty; and/or

d. having served ¾ (three-quarters) of the consequence period and the Key Personnel of the Underwriter and/or Securities Trading Intermediary:

1) has no negative records while designated as "Fail", accompanied by, among others, a stamped declaration letter stating that the applicant:

a) did not cause bankruptcy and/or did not become a shareholder, member of the Board of Directors, or member of the Board of Commissioners or equivalent who is declared guilty causing a company to be declared bankrupt or have its business license revoked; and

b) has never been sentenced for proven legal violations with a penalty threat of more than 1 (one) year, supported by, among others, a Police Record Certificate;

2) is committed to contributing significantly to the strengthening or rescue of the capital market industry, which is realized within the period set by the Financial Services Authority.

The commitment to contribute is stated, among others, in the form of commitments and realization in the context of capital increases or mergers and/or acquisitions.

Implementation of Reconsideration Request Assessment

a. The Financial Services Authority has the authority to follow up or not follow up on reconsideration requests submitted by Key Personnel of Underwriters and/or Securities Trading Intermediaries designated with the "Fail" predicate by conducting:

1) research on document completeness;

2) analysis of documents; and

3) impact analysis on the condition of the Underwriter and/or Securities Trading Intermediary both individually and industrially.

b. The reconsideration request must be accompanied by a checklist of document completeness for the reconsideration request using the format as contained in Appendix Part B, which is an integral part of this Financial Services Authority Circular, which is signed by the Key Personnel of the Underwriter and/or Securities Trading Intermediary designated with the "Fail" predicate.

c. If necessary, the Financial Services Authority has the authority to request other supporting information and/or documents related to the reconsideration request.

d. If based on the analysis results it is known that there is a mismatch with the reconsideration request criteria and/or the submitted documents are incomplete, the Financial Services Authority notifies the applicant that the reconsideration request cannot be followed up.

e. The applicant may submit a reconsideration request again if the reconsideration request criteria are met and the documents held are complete.

f. If the criteria and document requirements are met, the Financial Services Authority follows up on the reconsideration by conducting:

1) clarification of evidence, data, and/or information to the Key Personnel submitting the reconsideration request;

2) designation and submission of the preliminary results of the reconsideration to the Key Personnel submitting the reconsideration request;

3) submission of responses from the Key Personnel submitting the reconsideration request regarding the preliminary results of the reconsideration; and

4) designation and notification of the final results of the reconsideration to the Key Personnel submitting the reconsideration request.

g. Key Personnel designated with the "Pass" predicate in the reconsideration process may return to become PSP, members of the Board of Directors, and/or members of the Board of Commissioners by meeting the criteria, requirements, and mechanisms for assessing fitness and propriety referring to Financial Services Authority regulations regarding the assessment of fitness and propriety for key personnel of financial service institutions.

VIII. CLOSING PROVISIONS

The provisions in this Financial Services Authority Circular shall take effect on the date of determination.

Determined in Jakarta on 23 May 2022

EXECUTIVE HEAD OF CAPITAL MARKET SUPERVISOR
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
HOESEN

This copy is consistent with the original
Head of the Legislation and Legal Information Division Legal Directorate 1 Legal Department signed Rifki Ramadansyah

APPENDIX
FINANCIAL SERVICES AUTHORITY CIRCULAR LETTER
NUMBER 6/SEOJK.04/2022
REGARDING
REASSESSMENT OF KEY PERSONNEL
OF SECURITIES COMPANIES ACTING AS
UNDERWRITERS AND/OR
SECURITIES TRADING INTERMEDIARIES

Part A
EXAMPLE OF DATA AND INFORMATION UPDATE REPORT
DOMICILE

I. Example Format for Data and Information Update Report
Domicile for Individual PSP, Board of Directors Members, Board of Commissioners Members

A. Data of Key Personnel of Securities Companies Name of Securities Company : …………………………………… ………………..
Key Personnel : ……………………………………
………………..
(Individual PSP/Board of Directors Member/Board of Commissioners Member *)

Name (according to
ID Card/KMILN/KITAS/
Passport*)
: ……………………………………
………………..
Place and date of birth
: ……………………………………
………………..
Address (according to
ID Card/KMILN/KITAS/
Passport*)
: Street …… Number ………… RT
… RW …….Village/Sub-district
…… District …………
Regency/City
…………………….............
Province.............. Postal Code
…………………
Domicile Address)
: Street …… Number ...... RT …. RW ……
Village/Sub-district ……
District …………
Regency/City
……………………............
Province.............. Postal Code
…………………
Home phone number
: ……………………………………
………………..
Mobile phone number
: …………………,
………………………
Electronic mail address
: …………………,
………………………

B. Data of Contactable Parties*)

Name (according to
ID Card/KMILN/KITAS/
Passport*)
: …………………………………
…………….....
Place and date of birth
: …………………………………
………………..
Family relationship
: …………………………………
………………..
(husband/wife/sibling/ other specify*)
Address (according to
ID Card/KMILN/KITAS/
Passport*)
: Street …...… Number …… RT
….. RW ……Village/Sub-district
…..… District ……..
Regency/City
……………………..........
Province................ Postal Code
……………..
Domicile Address)
: Street …… Number ……… RT
….. RW ……Village/Sub-district
……. District ...……
Regency/City
………………..........……
Province............... Postal Code
………………
Home phone number
: …………………………………
………………..
Mobile phone number
: …………….……….……..……
…………..……
Electronic mail address
: ………………..………..………
………..………

*) strike out what is not necessary
) fill in if different from the address on identity documents *) can be filled in by more than 1 (one) person.

Thus, the data and information are compiled truthfully accompanied by photocopies of ID Cards/KMILN/KITAS/Passports of each respective party.
(place), (date, month, year)
(Name, signature)

II. Example Format for Data and Information Update Report
Domicile for Legal Entity PSP

A. Data of Key Personnel of Securities Companies Name of Securities Company :…………………………………… ………………

Name of Legal Entity PSP
(according to articles of association)
:……………………………………
…...…………
Legal entity address
: Street …… Number ……… RT
….. RW ….…Village/Sub-district
……… District …..…
Regency/City
………...........………….…
Province............... Postal Code
……………..…
Phone number
:………………….……,
…………………....……
Facsimile
:…………………….…,
…………………....……
Electronic mail address
:……......………………,
………………….…….
Legal entity website
:………………….………………
…….…………..

B. Data of Parties Representing Legal Entity PSP*) )

Name (according to ID
Card/ KMILN/
KITAS/Passport*)
:………………………………..…
………………..
Place and date of birth
:……………………………………
………………..
Position in legal entity
:……………………………………
…..…………..
(member of board of directors/other specify*)
Office address
: Street …… Number ……… RT
..… RW ….…Village/Sub-district
…… District …..……
Regency/City
…………..................……
Province.................... Postal
Code ……………
Office phone number
:……..…….………… ext.……………….………
Mobile phone number
:……………….…………,
…………….…………
Electronic mail address
:…….………….………,
…………………………

C. Data of Contactable Officials*)

Name (according to ID
Card/KMILN/KITAS/
Passport*)
: …………………………………
…………………
Place and date of birth
: …………………………………
…………………
Position in legal entity
: …………………………………
…………………
(company secretary/other position specify*)
Office address
: Street …… Number ……… RT
......................................... RW
……
Village/Sub-district ..……
District ………
Regency/City
……………………............
Province................. Postal Code
………………
Office phone number
: …………….………… ext.………………………
Mobile phone number
: ………………….……,
……………….…………
Electronic mail address
: …………………………,
………………………

*) can be filled in by more than 1 (one) name.
) according to articles of association or internal regulations of the legal entity.
*) strike out what is not necessary.

Thus, the data and information are compiled truthfully accompanied by photocopies of ID Cards/KMILN/KITAS/Passports of each respective party.
(place), (date, month, year)
(Name, signature)

Part B
CHECKLIST OF DOCUMENTS FOR RECONSIDERATION REQUEST

No. Document (√) Description

Identity documents, at least:
a. photocopy of Identity Card
(ID Card), Indonesian Community
Card Abroad (KMILN), passport, or
Limited Stay Permit Card (KITAS); b. curriculum vitae;
c. recent color photo size 4x6 cm;
d. photocopy of Taxpayer Identification Number (NPWP).
Photocopy of decision declaring the applicant as Fail (if any).
Evidence documents according to the criteria for reconsideration request, including:
a. evidence, data, and/or new information regarding absence or failure to submit clarification or response during reassessment, such as official letter from hospital where applicant was treated; b. copy of final and binding court decision stating that applicant is not proven to have committed a criminal offense or is not proven to be declared bankrupt and/or is not proven to be a shareholder, member of the Board of Directors, or member of the Board of Commissioners who is declared guilty causing a company to be declared bankrupt or have its business license revoked;

c. official and valid evidence of consequences from the implementation of Indonesian State Laws, including the implementation of Law Number 11 of 2016 on Tax Amnesty;
d. Evidence of having no negative records while designated as "Fail", accompanied by, among others, a stamped declaration letter stating that the applicant:
1) did not cause bankruptcy and/or did not become a shareholder, member of the Board of Directors, or member of the Board of Commissioners or equivalent who is declared guilty causing a company to be declared bankrupt or have its business license revoked; and
2) has never been sentenced for proven legal violations with a penalty threat of more than 1 (one) year, supported by, among others, a Police Record Certificate; and
e. Documents showing commitment to contribute significantly to the strengthening or rescue of the capital market industry which is realized based on the period set by the Financial Services Authority, including commitments and realization plans, such as capital increases or mergers and/or acquisitions.

The undersigned hereby declares that:

The information provided above along with attached supporting documents is true, complete, and accurate.
If the above statement or information is proven to be untrue, I declare to cancel the reconsideration submission.

(place), (date, month, year)
(Name, signature above stamp)

Determined in Jakarta on 23 May 2022

EXECUTIVE HEAD OF CAPITAL MARKET SUPERVISOR
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
HOESEN

This copy is consistent with the original
Head of the Legislation and Legal Information Division Legal Directorate 1 Legal Department signed Rifki Ramadansyah

Stamp Duty