2019-08-05 | 18/POJK.04/2019Added
The Financial Services Authority establishes licensing requirements, capital thresholds (minimum Rp5 billion paid-up capital), operational standards, and ownership restrictions for Regional Securities Companies (PEDs). The regulation mandates that PEDs be wholly owned by Indonesian citizens or entities, prohibits foreign control, and restricts operations to specific provinces excluding Jakarta. It further details the fit and proper tests for controlling shareholders, directors, and commissioners, along with procedures for business licenses, margin financing approvals, and ongoing reporting obligations.
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REGULATION OF THE FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA NUMBER 18 /POJK.04/2019 CONCERNING REGIONAL SECURITIES COMPANIES BY THE GRACE OF GOD THE ALMIGHTY THE BOARD OF COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering: a. that in order to enhance the role of securities companies in the regional economy and expand public access in regions to invest in the capital market sector, it is necessary to develop infrastructure for the marketing network of capital market service offerings; b. that one of the efforts to develop the marketing network infrastructure for capital market services is through the establishment of regional securities companies;
c. that based on the considerations as referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation concerning Regional Securities Companies;
Recalling: 1. Law Number 8 of 1995 concerning the Capital Market (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
2. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253); DECIDING:
Establishing: A FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING REGIONAL SECURITIES COMPANIES.
CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are defined as:
CHAPTER II
LICENSING AND REQUIREMENTS FOR PEDs
Section One
Business License
Article 2
A Company conducting business activities as a PED must have a business license from the Financial Services Authority.
Article 3
(1) A PED may conduct the following business activities:
a. securities transactions for its own behalf and for the behalf of others; b. marketing of securities for the benefit of other Securities Companies; and/or
c. financing activities for securities transactions; and/or
d. other activities.
(2) A PED conducting financing activities for securities transactions as referred to in paragraph (1) letter c and other activities as referred to in paragraph (1) letter d must first submit an application to the Financial Services Authority to obtain approval. (3) Securities as referred to in paragraph (1) letters a, b, and c are Securities issued through a Public Offering. (4) The application for approval of financing activities for securities transactions as referred to in paragraph (2) may be submitted if there are further regulations governing the approval of financing activities for securities transactions for PEDs.
Article 4
(1) In the event that a PED provides financing for securities transactions in the form of margin transactions, the PED must:
a. comply with provisions of legislation in the capital market sector regulating financing of securities transactions by Securities Companies for customers and short selling transactions by Securities Companies, except for provisions related to the obligation to obtain approval from the Stock Exchange; and b. conduct margin transactions through a Margin Stock Exchange Member. (2) The source of financing for financing activities for securities transactions by a PED is prohibited from originating from loans or debts in any form from any party.
Article 5
A Company holding a license as a PED is prohibited from conducting business activities other than those referred to in Article 3.
Article 6
(1) A PED may only open other offices besides the head office within 1 (one) provincial region that is the same as the province where the PED's head office is located.
(2) A PED is prohibited from establishing a PED head office or other offices besides the head office in the Special Capital Region of Jakarta.
(3) A PED may only serve prospective customers who reside in the same provincial region as the province where the PED's head office is domiciled.
(4) A PED opening other offices as referred to in paragraph (1) must report information about the opening of other offices besides the head office in accordance with the provisions of the Financial Services Authority Regulation concerning the activities of Securities Companies at various locations.
Section Two
Requirements
Paragraph 1
Articles of Association Requirements
Article 7
(1) The articles of association of a PED must contain business activities in accordance with the business license applied for to the Financial Services Authority.
(2) A Company applying for a PED license must have already established the company's business activities in accordance with the applied business license in the articles of association of the said Company.
Paragraph 2
Identity Requirements
Article 8
(1) A PED must have Company identity which at least includes the name and address of the company.
(2) A PED must clearly state the word "Securities" in the writing of its company name, followed by the name of the province that is the operational region.
(3) In the event that a PED uses a logo as additional identity, the PED must state the company name which is part of the said logo.
Paragraph 3
Capital Requirements
Article 9
(1) A PED must have paid-up capital of at least Rp5,000,000,000.00 (five billion rupiah) and ANWC of at least Rp3,750,000,000.00 (three billion seven hundred fifty million rupiah) or 6.25% (six point two five percent) of total liabilities without subordinated debt plus ranking liabilities, whichever is higher. (2) In the event that a PED conducts business activities that increase company risk, the Financial Services Authority may request the PED to increase its capital. (3) The maintenance and reporting of ANWC of a PED are implemented in accordance with the provisions of legislation in the capital market sector concerning the maintenance and reporting of Adjusted Net Working Capital.
Paragraph 4
Operational Requirements
Article 10
(1) A PED must:
a. have an organizational structure equipped with job descriptions and employee names at each position, including the existence of work units, members of the Board of Directors, or officials at a level below the Board of Directors who perform functions required in accordance with the provisions of legislation in the capital market sector concerning internal control of Securities Companies conducting business activities as Securities Broker-Intermediaries; b. have procedures and standard operating procedures in accordance with the business license held by the PED and in accordance with the provisions of legislation in the capital market sector related to the implementation of the held business activities, with the provision that it at least contains:
Article 11
A PED is fully legally and financially responsible for all actions taken on behalf of and for the name of the PED by members of the Board of Directors, members of the Board of Commissioners, representatives of the Securities Company, employees, and other parties working for said PED.
Paragraph 5
Integrity and Financial Feasibility Requirements for Prospective Controlling Shareholders of PEDs
Article 12
(1) Prospective Controlling Shareholders of PEDs must meet integrity and financial feasibility requirements.
(2) The integrity and financial feasibility requirements as referred to in paragraph (1) are regulated in a Financial Services Authority Regulation concerning the assessment of competence and propriety for key parties of financial service institutions.
Paragraph 6
Integrity, Financial Reputation, and Competence Requirements for Prospective Members of the Board of Directors and Prospective Members of the Board of Commissioners
Article 13
(1) Prospective members of the Board of Directors and prospective members of the Board of Commissioners of PEDs must meet integrity, financial reputation, and competence requirements.
(2) The integrity, financial reputation, and competence requirements, as referred to in paragraph (1), are regulated in a Financial Services Authority Regulation concerning the assessment of competence and propriety for key parties of financial service institutions.
CHAPTER III
PROCEDURES FOR PED LICENSING APPLICATIONS
Section One
Application for Business License
Article 14
(1) An application to obtain a PED business license is submitted by the applicant to the Financial Services Authority by submitting a letter of application and attached documents in accordance with the provisions of the Financial Services Authority Regulation concerning the licensing of Securities Companies conducting business activities as Underwriters of Securities and Securities Broker-Intermediaries. (2) Financial report documents submitted by a PED to the Financial Services Authority in the application for a PED business license as referred to in paragraph (1) must have a time limit of 1 (one) year from the date of audit. (3) In processing the application as referred to in paragraph (1), the Financial Services Authority conducts:
a. examination of document completeness; b. further clarification through face-to-face meetings;
c. requests for presentations regarding the company's business plan;
d. assessment of competence and propriety for prospective Controlling Shareholders of PEDs, prospective members of the Board of Directors, and prospective members of the Board of Commissioners; e. office examinations at the applicant's office; and/or f. requests for additional documents if necessary.
Section Two
Application for Financing Activities for Securities Transactions and Other Activities
Article 15
(1) A PED conducting financing activities for securities transactions and other activities as referred to in Article 3 paragraph (1) letters c and d must ensure that the implementation of the said financing activities for securities transactions and other activities:
a. does not contradict legislation; and b. is based on adequate risk management to mitigate arising risks.
(2) Applications for financing activities for securities transactions and/or other activities are submitted by the applicant to the Financial Services Authority by submitting:
a. a letter of application for approval of financing activities for securities transactions; and/or b. a letter of application for approval of other activities and attached documents as regulated in the Financial Services Authority Regulation concerning the licensing of Securities Companies conducting business activities as Underwriters of Securities and Securities Broker-Intermediaries.
Article 16
In processing applications for approval of financing activities for securities transactions and other activities as referred to in Article 15 paragraph (2), the Financial Services Authority conducts:
a. examination of document completeness; b. further clarification through face-to-face meetings;
c. requests for presentations regarding the company's business plan;
d. office examinations at the applicant's office; and/or e. requests for additional documents if necessary.
Section Three
Procedures for Submitting Applications for Business Licenses, Applications for Financing Activities for Securities Transactions, and Other Activities
Article 17
(1) Applications for PED business licenses must be submitted to the Financial Services Authority electronically through the Financial Services Authority's licensing system.
(2) In the event that the licensing system as referred to in paragraph (1) is not yet available, PED license applications may be submitted to the Financial Services Authority in the form of printed documents and/or electronic documents (softcopy).
CHAPTER IV
OWNERSHIP AND CONTROL
Section One
Ownership
Article 18
PEDs may only be owned by Indonesian citizen individuals and/or Indonesian legal entities.
Article 19
Funds used for the ownership of PED shares are prohibited from originating from:
a. loans or debts in any form from any party; and/or b. funds for the purpose of money laundering and/or terrorism financing.
Section Two
Control
Article 20
PEDs are prohibited from being controlled directly or indirectly by foreign parties.
Article 21
(1) Any change in paid-up capital of a PED, except for increases in paid-up capital arising from the distribution of bonus shares, must first obtain approval from the Financial Services Authority. (2) The application for approval from the Financial Services Authority as referred to in paragraph (1) is submitted by the PED to the Financial Services Authority in accordance with the requirements and accompanied by supporting documents related as regulated in the Financial Services Authority Regulation concerning the licensing of Securities Companies conducting business activities as Underwriters of Securities and Securities Broker-Intermediaries.
Article 22
In granting approval or rejection for applications for changes in paid-up capital as referred to in Article 21 paragraph (1), the Financial Services Authority conducts review and examination to assess the fulfillment of integrity and financial feasibility requirements for prospective Controlling Shareholders of PEDs as regulated in the Financial Services Authority Regulation concerning the assessment of competence and propriety for key parties of financial service institutions.
Section Three
Changes in Controlling Shareholders of PEDs
Article 23
(1) Any change in Controlling Shareholders of a PED must first obtain approval from the Financial Services Authority.
(2) The application for approval from the Financial Services Authority as referred to in paragraph (1) is submitted by the prospective Controlling Shareholder of the PED to the Financial Services Authority through the said PED as regulated in the Financial Services Authority Regulation concerning the assessment of competence and propriety for key parties of financial service institutions.
CHAPTER V
NON-CONTROLLING SHAREHOLDERS
Article 24
(1) A PED must submit a report on prospective shareholders who are not Controlling Shareholders of the PED or changes in shareholders who are not Controlling Shareholders of the PED, accompanied by documents as follows:
a. for individuals, including:
CHAPTER VI
MEMBERS OF THE BOARD OF DIRECTORS AND MEMBERS OF THE BOARD OF COMMISSIONERS
Section One
Requirements for Members of the Board of Directors and Members of the Board of Commissioners
Article 25
(1) A PED must have at least 2 (two) members of the Board of Directors.
(2) One of the members of the Board of Directors of a PED must be designated as the Chief Executive Director of the said PED.
(3) A PED must have at least 1 (one) member of the Board of Commissioners.
Article 26
(1) Members of the Board of Directors of a PED must have an individual license as a representative of an Underwriter of Securities and/or a representative of a Securities Broker-Intermediary.
(2) Licenses for representatives of Securities Broker-Intermediaries for marketing and limited marketing representatives of Securities Broker-Intermediaries cannot be used to fulfill the competence requirements for members of the Board of Directors of a PED. (3) In the event that the representative license of a Securities Company held by a member of the Board of Directors has expired and has not yet obtained approval for license extension from the Financial Services Authority, the said member of the Board of Directors cannot perform functions, duties, and authorities as a member of the Board of Directors until the member of the Board of Directors obtains approval for license extension from the Financial Services Authority. (4) In the event that the individual license of a representative of a Securities Company held by a member of the Board of Directors who is responsible for the business activities of a PED is revoked, the PED must replace the member of the Board of Directors who is responsible for the said business activities within at the latest 3 (three) months.
Article 27
(1) The term of office of members of the Board of Directors and/or members of the Board of Commissioners of a PED must end automatically if:
a. they are incapable of performing legal acts; b. they are declared bankrupt or become commissioners or directors who are declared guilty or jointly guilty causing a company to be declared bankrupt;
c. they are sentenced for committing criminal acts that harm state finances and/or are related to the financial sector;
d. they are permanently unable; e. they die; f. they are declared not to meet integrity requirements by the Financial Services Authority; and/or g. their individual license as a representative of a Securities Company is revoked by the Financial Services Authority. (2) In the event that the individual license of a representative of a Securities Company held by a member of the Board of Directors is temporarily suspended, the said member of the Board of Directors cannot perform functions, duties, and authorities as a member of the Board of Directors until the individual license of the member of the Board of Directors becomes valid again. (3) In the event that there is a vacancy in all members of the Board of Directors of a PED due to reasons as referred to in paragraph (1):
a. the PED's business activities are limited; and b. the management of the PED is carried out by the Board of Commissioners until new members of the Board of Directors are appointed by the General Meeting of Shareholders.
Article 28
(1) Members of the Board of Directors of a PED are prohibited from working at other companies.
(2) Members of the Board of Commissioners of a PED are prohibited from holding concurrent positions at other PEDs or other Securities Companies that conduct business activities as Underwriters of Securities, Securities Broker-Intermediaries, or investment managers.
Article 29
Members of the Board of Directors of a PED must be domiciled in Indonesia.
Article 30
(1) Members of the Board of Directors and members of the Board of Commissioners of a PED must participate in continuing education programs at least 1 (one) time within a period of 2 (two) years.
(2) Members of the Board of Directors and members of the Board of Commissioners of a PED must report their participation in continuing education as referred to in paragraph (1) to the Financial Services Authority accompanied by supporting documents at the latest 30 (thirty) days since the date the certificate or diploma of participation in continuing education is received by the members of the Board of Directors and members of the Board of Commissioners.
Section Two
Changes in Members of the Board of Directors and Members of the Board of Commissioners
Article 31
(1) Any change in members of the Board of Directors or members of the Board of Commissioners of a PED must first obtain approval from the Financial Services Authority.
(2) The application for approval from the Financial Services Authority as referred to in paragraph (1) is submitted by the PED to the Financial Services Authority in accordance with the provisions as regulated in the Financial Services Authority Regulation concerning the assessment of competence and propriety for key parties of financial service institutions.
CHAPTER VII
ASSESSMENT OF COMPETENCE AND PROPRIETY
Article 32
(1) The assessment of the fulfillment of integrity and financial feasibility requirements for prospective Controlling Shareholders of PEDs is conducted through an assessment of competence and propriety by the Financial Services Authority. (2) The assessment of the fulfillment of integrity, financial reputation, and competence requirements for prospective members of the Board of Directors and prospective members of the Board of Commissioners of PEDs is conducted through an assessment of competence and propriety by the Financial Services Authority. (3) The assessment of competence and propriety for Controlling Shareholders of PEDs and members of the Board of Directors or members of the Board of Commissioners of PEDs refers to the provisions as regulated in the Financial Services Authority Regulation concerning the assessment of competence and propriety for key parties of financial service institutions.
CHAPTER VIII
ONGOING OBLIGATIONS
Article 33
(1) A PED must report to the Financial Services Authority any changes related to:
a. Company identity, which at least includes the name, head office and operational address, or logo; b. the Company's articles of association;
c. the Company's Taxpayer Identification Number (NPWP);
d. the License to Employ Foreign Workers (IMTA); e. information related to the head office and operational addresses and the internal control system of the PED; f. organizational structure and employee job descriptions; g. acceptance and/or resignation of representatives of Securities Companies;
h. acceptance and/or resignation of the leadership of the work unit, or officials at a level below Board Members who perform compliance functions; and
i. the Company's procedures and operational standards.
(2) Obligations as referred to in paragraph (1) must be submitted to the Financial Services Authority at the latest 7 (seven) working days after the occurrence of such changes.
Article 34
(1) In the event of a name change as referred to in Article 33 paragraph (1) letter a, the PED must ensure that approval of the articles of association related to the Company's name change has been granted by the competent authority in accordance with applicable legislation. (2) The implementation of the name change as referred to in Article 33 paragraph (1) letter a must be announced in:
a. a daily newspaper in the Indonesian language; or b. the PED's website, if the PED has a website; no later than 7 (seven) working days after the date of approval of the articles of association related to the use of the new name from the competent authority. (3) Reporting of the name change as referred to in Article 33 paragraph (1) letter a must be accompanied by:
a. reasons for the name change; b. the deed of amendment to the articles of association approved by the competent authority;
c. the Taxpayer Identification Number (NPWP) in the name of the new PED; and
d. proof of announcement as referred to in paragraph (2).
Article 35
(1) In the event that the term of office of Board Members and/or Commissioners ends automatically as referred to in Article 27 paragraph (1), the PED must report to the Financial Services Authority within a period of no later than 2 (two) working days after the event is known. (2) In the event that Board Members and/or Commissioners resign or are dismissed, the PED must report to the Financial Services Authority within a period of no later than 2 (two) working days after the event is known. (3) The Financial Services Authority may postpone the resignation or dismissal of Board Members and/or Commissioners of the PED.
Article 36
The PED must become a member of an association that accommodates Securities Companies that have received recognition from the Financial Services Authority.
Article 37
(1) In the event that employees in the work unit, Board Members, or officials at a level below the Board who perform compliance functions of the PED are subject to internal sanctions, the PED must notify the Financial Services Authority within a period of no later than 2 (two) working days after the imposition of the sanction. (2) Employees in the work unit, Board Members, or officials at a level below the Board who perform compliance functions of the PED cannot be dismissed for reporting violations of regulations in the financial services sector committed by the PED to the Financial Services Authority.
CHAPTER IX
INTERNAL CONTROL
Article 38
(1) The PED must have and implement internal control functions that include:
a. marketing function; b. risk management function;
c. accounting function;
d. custodian function; e. information technology function; and f. compliance function.
(2) If the PED has a research function, that function must be separated from other functions as referred to in paragraph (1).
(3) The PED may outsource the implementation of the marketing function, accounting function, custodian function, and information technology function to third parties (outsourcing).
(4) The implementation of internal control and the outsourcing of function implementation refer to the provisions of legislation in the Capital Market sector regulating internal control of Securities Companies conducting business activities as Securities Brokers. (5) In addition to referring to the provisions of legislation in the Capital Market sector regulating internal control of Securities Companies conducting business activities as Securities Brokers, the securities account opening contract between the customer and the PED must also contain provisions regarding the customer's willingness to grant power of attorney to the PED with substitution rights to the PED to grant power of attorney to the depository and clearing institution to deliver data and information of the PED's Customer Securities Accounts to the clearing and guarantee institution for the purpose of settling the PED's customer's securities transactions.
CHAPTER X
IMPLEMENTATION OF CORPORATE GOVERNANCE
Article 39
(1) The PED must implement corporate governance in every business activity at all levels or tiers of the organization.
(2) The implementation of corporate governance by the PED as referred to in paragraph (1) is at least manifested in the form of:
a. commitment of shareholders and the General Meeting of Shareholders; b. implementation of duties and responsibilities of the Board of Directors;
c. implementation of duties and responsibilities of the Board of Commissioners;
d. prohibitions for the Board of Directors and Board of Commissioners; e. business ethics; and f. business plan.
(3) The implementation of the application of corporate governance by the PED as referred to in paragraph (1) and paragraph (2) refers to the Financial Services Authority Regulation regarding the implementation of corporate governance of Securities Companies conducting business activities as Underwriters and Securities Brokers, unless otherwise regulated in this Financial Services Authority Regulation. (4) The implementation of the application of corporate governance by the PED as referred to in paragraph (3) includes the obligation of the PED to submit the Business Plan and the realization of the previous year's Business Plan to the Financial Services Authority. (5) In the implementation of corporate governance as referred to in paragraph (3), the PED is exempted from the obligation to have independent commissioners and the obligation to report on the implementation of corporate governance. (6) The Business Plan as referred to in paragraph (4) must be submitted to the Financial Services Authority no later than the last working day in November. (7) The Business Plan Realization Report as referred to in paragraph (4) must be submitted to the Financial Services Authority no later than February 15.
Article 40
(1) The PED must submit the first Business Plan for activities in the 3rd (third) year after receiving the business license as a PED from the Financial Services Authority.
(2) The first Business Plan as referred to in paragraph (1) must be submitted to the Financial Services Authority no later than the last working day in November in the 2nd (second) year.
Article 41
(1) The PED must submit the realization report of the Business Plan as referred to in Article 40 paragraph (1) for the first time in the 4th (fourth) year after receiving the business license.
(2) The realization report of the Business Plan as referred to in paragraph (1) is submitted to the Financial Services Authority no later than February 15 in the relevant year.
CHAPTER XI
IMPLEMENTATION OF ANTI-MONEY LAUNDERING AND ANTI-TERRORISM FINANCING PROGRAMS
Article 42
(1) The PED must implement an anti-money laundering and anti-terrorism financing program.
(2) The implementation of the application of the anti-money laundering and anti-terrorism financing program as referred to in paragraph (1) is regulated in accordance with the Financial Services Authority Regulation regarding the implementation of anti-money laundering and anti-terrorism financing programs in the financial services sector.
CHAPTER XII
PERIODIC REPORTS
Article 43
(1) The PED must submit periodic reports to the Financial Services Authority as follows:
a. periodic financial reports; and b. activity reports.
(2) The provisions for the submission of periodic reports as referred to in paragraph (1) refer to the provisions of legislation in the capital market sector regulating the obligation to submit periodic reports by Securities Companies.
CHAPTER XIII
FINANCIAL LITERACY
Article 44
The PED must conduct education to increase financial literacy among consumers and/or the public as regulated in the Financial Services Authority Regulation regarding the improvement of financial literacy and inclusion in the financial services sector for consumers and/or the public.
CHAPTER XIV
OBLIGATIONS OF PEDS, CLEARING AND GUARANTEE INSTITUTIONS, AND DEPOSITORY AND CLEARING INSTITUTIONS IN THE SETTLEMENT OF PED AND/OR PED CUSTOMERS' SECURITIES TRANSACTIONS AT THE STOCK EXCHANGE
Article 45
(1) Securities transactions as referred to in Article 3 paragraph (1) letter a and letter c that are carried out at the stock exchange are conducted through cooperation between the PED and Stock Exchange Members and Clearing Members. (2) In carrying out cooperation as referred to in paragraph (1), the PED, Stock Exchange Member, and Clearing Member must create a cooperation contract that at least contains the following clauses:
a. mechanism for forwarding customer orders from the PED to the Stock Exchange Member; b. prohibition for the Stock Exchange Member to directly handle, offer, and/or open Securities Accounts for PED customers;
c. obligation for the Stock Exchange Member to provide equal treatment to PED customer orders as provided to the Stock Exchange Member's customers;
d. procedures for receiving and sending Securities and/or funds from the PED to the Stock Exchange Member in connection with the settlement of the PED's customer's securities transactions; e. procedures for handling failed securities transactions caused by the PED; f. mechanism for transferring PED transactions if the sponsoring Stock Exchange Member fails; g. composition of costs and/or income; and h. clauses regarding contract termination.
Article 46
The depository and clearing institution delivers data and information of the PED's Customer Securities Accounts to the clearing and guarantee institution based on the substitution power of attorney from the PED's customer delivered by the PED for the purpose of settling the PED's customer's securities transactions.
Article 47
(1) The clearing and guarantee institution must submit transaction reports as referred to in Article 45 paragraph (1) to the PED for use by the PED in settling the PED's customer's securities transactions at the depository and clearing institution. (2) In carrying out the obligation to submit reports as referred to in paragraph (1), the clearing and guarantee institution must cooperate with the PED through a contract containing the rights and obligations of the PED and the clearing and guarantee institution.
Article 48
The clearing and guarantee institution must submit reports on the settlement of the PED's and/or PED customers' securities transactions to the Financial Services Authority.
CHAPTER XV
ADJUSTMENT OF STOCK EXCHANGE, CLEARING AND GUARANTEE INSTITUTION, AND DEPOSITORY AND CLEARING INSTITUTION REGULATIONS
Article 49
The Stock Exchange, clearing and guarantee institution, and depository and clearing institution must adjust and/or create related regulations to accommodate the provisions in this Financial Services Authority Regulation no later than 6 (six) months after this Financial Services Authority Regulation comes into force.
CHAPTER XVI
OTHER PROVISIONS
Article 50
If the submission of obligations and/or reports based on this Financial Services Authority Regulation falls on a holiday, the obligations and/or reports must be submitted on the next working day.
CHAPTER XVII
REVOCATION OF BUSINESS LICENSES, CANCELLATION OF APPROVALS FOR OTHER ACTIVITIES, AND CANCELLATION OF APPROVALS FOR FINANCING TRANSACTIONS OF SECURITIES
First Section
Revocation of Business License
Article 51
The business license of the PED may be revoked by the Financial Services Authority based on and/or considering the following:
a. the PED's business license is returned to the Financial Services Authority; b. court decision;
c. the PED is dissolved;
d. the PED's office cannot be found; and/or e. the PED does not conduct activities as referred to in Article 3 paragraph (1) letter a and letter b for 2 (two) consecutive years.
Article 52
A PED that will return its business license to the Financial Services Authority as referred to in Article 51 letter a must:
a. announce the plan to return the business license along with the mechanism for settling all rights and obligations of the PED to customers at least:
Article 53
The return of the business license as referred to in Article 51 letter a must be submitted in writing by the PED to the Financial Services Authority accompanied by documents, data, and information as follows:
a. information regarding the reasons for returning the business license; b. decision of the General Meeting of Shareholders approving the return of the business license;
c. Decision Letter on the Issuance of the PED's Business License from the Financial Services Authority to be returned;
d. proof of announcement regarding the plan to return the business license at least in 1 (one) daily newspaper in the Indonesian language or the PED's website, if the PED has a website, which at least contains the mechanism for settling all rights and obligations of the PED to customers; and e. report on data regarding the settlement of the PED's obligations to customers, Stock Exchange Members, and Clearing Members along with supporting documents.
Article 4
(1) A PED that is in the process of applying to return its business license to the Financial Services Authority may request the depository and clearing institution to freeze the sub-Accounts of the PED's Customers in question. (2) The PED as referred to in paragraph (1) that requests the depository and clearing institution to freeze the sub-Accounts of the PED's Customers must notify all customers to transfer Securities from their Securities Accounts at the PED in question to their Securities Accounts at another custodian. (3) In the event that customers do not give written orders to transfer Securities from their Securities Accounts at the PED to their Securities Accounts at another custodian as referred to in paragraph (2), the Financial Services Authority is authorized to order the depository and clearing institution to transfer Securities in the sub-Accounts of the Customers in question to the holding account at the depository and clearing institution for the purpose of settling the customers' Securities.
Article 55
If the PED's business license is revoked and results in the PED in question no longer having a business license as a PED, the PED in question is prohibited from using the company name and logo for any purpose and activity, except for activities related to the dissolution of the PED in question.
Second Section
Cancellation of Approval for Other Activities
Article 56
The approval for other activities of the PED may be cancelled by the Financial Services Authority based on and/or considering the following:
a. the approval for other activities of the PED is returned to the Financial Services Authority; b. violation of legislation in the Capital Market sector;
c. court decision;
d. the PED no longer conducts other activities as referred to in Article 3 paragraph (1) letter d for 2 (two) consecutive years; or e. the PED's business license is revoked by the Financial Services Authority based on matters as referred to in Article 51.
Article 57
A PED that will return the approval for other activities as referred to in Article 56 letter a must:
a. announce the plan to return the approval for other activities along with the mechanism for settling all rights and obligations of the PED to customers at least in 1 (one) daily newspaper in the Indonesian language; or b. announce the plan to return the approval for other activities on the PED's website, if the PED has a website.
Article 58
The return of the approval for other activities as referred to in Article 56 letter a must be submitted in writing by the PED to the Financial Services Authority accompanied by documents, data, and information as follows:
a. information regarding the reasons for returning the approval for other activities; b. letter of approval from the Financial Services Authority to conduct other activities;
c. proof of announcement regarding the plan to return the approval for other activities at least in 1 (one) daily newspaper in the Indonesian language or proof of announcement conducted through the PED's website, if the PED has a website; and
d. information regarding the settlement of the PED's obligations to customers and parties cooperating with the PED in the implementation of other activities.
Third Section
Cancellation of Approval for Financing Transactions of Securities
Article 59
The approval for financing transactions of securities may be cancelled by the Financial Services Authority based on and/or considering the following:
a. the approval for financing transactions of securities is returned to the Financial Services Authority; b. violation of legislation in the Capital Market sector;
c. court decision; or
d. the PED's business license is revoked by the Financial Services Authority based on matters as referred to in Article 51.
CHAPTER XVIII
ADMINISTRATIVE SANCTIONS
Article 60
(1) Any party that violates the provisions as referred to in Article 3 paragraph (2), Article 4, Article 5, Article 6, Article 7, Article 8, Article 9 paragraph (1), Article 10 paragraph (1), paragraph (2), and paragraph (3), Article 11, Article 12 paragraph (1), Article 13 paragraph (1), Article 14 paragraph (2), Article 15 paragraph (1), Article 18, Article 19, Article 20, Article 21 paragraph (1), Article 23 paragraph (1), Article 24, Article 25, Article 26, Article 27 paragraph (1) and paragraph (2), Article 28, Article 29, Article 30, Article 31 paragraph (1), Article 33, Article 34, Article 35 paragraph (1) and paragraph (2), Article 36, Article 37, Article 38 paragraph (1), paragraph (2), and paragraph (5), Article 39 paragraph (1), paragraph (2), paragraph (4), paragraph (6), and paragraph (7), Article 40, Article 41, Article 42 paragraph (1), Article 43 paragraph (1), Article 44, Article 45 paragraph (2), Article 46, Article 47, Article 48, Article 49, Article 50, Article 52, Article 53, Article 54 paragraph (2), Article 55, Article 57, and Article 58, shall be subject to administrative sanctions. (2) Administrative sanctions as referred to in paragraph (1) shall also be imposed on parties who cause the occurrence of violations as referred to in paragraph (1). (3) Administrative sanctions as referred to in paragraph (1) and paragraph (2) are imposed by the Financial Services Authority. (4) Administrative sanctions as referred to in paragraph (1) consist of:
a. written warning; b. fine, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business license; f. cancellation of approval; and/or g. cancellation of registration.
(5) The procedure for imposing sanctions as referred to in paragraph (3) is carried out in accordance with the provisions of legislation.
(6) Administrative sanctions as referred to in paragraph (4) 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 (4) letter a. (7) Administrative sanctions in the form of fines as referred to in paragraph (4) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letter c, letter d, letter e, letter f, or letter g.
Article 61
In addition to administrative sanctions as referred to in Article 60 paragraph (4), the Financial Services Authority may take certain actions against any party that violates the provisions of this Financial Services Authority Regulation.
Article 62
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 60 paragraph (4) and certain actions as referred to in Article 61 to the public.
CHAPTER XIX
CLOSING PROVISIONS
Article 63
This Financial Services Authority Regulation comes into force on the date of its promulgation.
This copy is in accordance with the original
Deputy Director of Legal Consultation and
Harmonization of Banking Regulations 1 as Acting Director of Legal Affairs 1 Legal Department signed Wiwit Puspasari
To ensure that everyone knows it, order the promulgation of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.
Determined in Jakarta on August 5, 2019
CHAIRMAN OF THE COMMISSIONERS BOARD
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
WIMBOH SANTOSO
Promulgated in Jakarta on August 9, 2019
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA,
signed
YASONNA H. LAOLY
STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2019 NUMBER 144
EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 18 /POJK.04/2019
REGARDING
REGIONAL SECURITIES COMPANIES
I. GENERAL
In order to develop the capital market industry to become an increasingly attractive investment vehicle for the Indonesian people, the Financial Services Authority needs to improve financial literacy and inclusion in the capital market sector. The condition of capital market service provision, specifically Securities Companies at present, is still focused on large cities in Indonesia. The limited marketing network of Securities Companies that is only focused on large cities causes potential investors located in regions to be difficult to reach. The Financial Services Authority has issued several regulatory provisions to expand the marketing network of Securities Companies. Securities Companies conducting business activities as Securities Brokers (PPE) can conduct marketing functions independently, namely through headquarters, branches, or various activities at other locations or by conducting agency agreements with third parties as regulated in Financial Services Authority Regulation Number 73/POJK.04/2017 regarding Securities Company Activities at Various Locations and Bapepam Regulation Number V.D.9 regarding Guidelines for Securities Company Agency Agreements as well as POJK Number 24/POJK.04/2016 regarding Securities Broker Agents. However, with the existing marketing network infrastructure, both through activities at other locations and such agencies, it is felt that it is still not optimal in increasing the number of domestic investor bases. Therefore, it is necessary to prepare the development of other capital market service provision infrastructure by forming Regional Securities Companies (PED). The Financial Services Authority as a regulator needs to take the initiative to provide development direction for the securities brokerage industry so that it can overcome the limitations of the capital market service provision marketing network. One of the efforts that can be taken is through the formation of PEDs, which are expected to expand the marketing network of capital market service provision so that potential investors located in regions become easier to reach. The expansion of the marketing network of capital market service provision is expected to be able to help Securities Companies utilize market potential and increase the number of domestic investor bases. Considering the above, it is necessary to regulate Securities Companies conducting business activities in regions through the issuance of a Financial Services Authority Regulation regarding Regional Securities Companies.
II. ARTICLE BY ARTICLE
Article 1
Quite clear.
Article 2
Quite clear.
Article 3
Paragraph (1)
Letter a
Quite clear.
Letter b
Examples of marketing securities for the benefit of other Securities Companies are as follows:
Become a sales agent for registered investment management products at the Financial Services Authority.
Becoming a selling agent in the primary market, including regional bonds.
Letter c
Clearly sufficient.
Letter d
Examples of "other activities" include activities as a selling agent or transaction intermediary in the secondary market for Securities offered not through a Public Offering.
Paragraph (2)
At the time this Otoritas Jasa Keuangan Regulation comes into force, the legislation in the Capital Market sector regulating other activity approvals for PED is Otoritas Jasa Keuangan Regulation Number 20/POJK.04/2016 concerning Licensing of Securities Companies Conducting Activities as Underwriters of Securities and Securities Trading Brokers.
Paragraph (3)
Included in this definition are Derivative Securities from Securities issued through a Public Offering that are traded on a Stock Exchange or by an alternative market organizer.
Paragraph (4)
Clearly sufficient.
Article 4
Paragraph (1)
Letter a
At the time this Otoritas Jasa Keuangan Regulation comes into force, the legislation in the Capital Market sector regulating securities transaction financing activities for PED is Regulation of the Capital Market Supervisory Board and Financial Institution Body Number V.D.6 concerning Securities Transaction Financing by Securities Companies for Clients and Short Selling Transactions by Securities Companies, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institution Body Number Kep-258/Bl/2008 concerning
Securities Transaction Financing by Securities Companies for Clients and Short Selling Transactions by Securities Companies.
Letter b
Clearly sufficient.
Paragraph (2)
Clearly sufficient.
Article 5
Clearly sufficient.
Article 6
Paragraph (1)
Examples of "other offices besides the head office" include PT X Central Java Securities having its head office in Semarang. Subsequently, PT X Central Java Securities opens other offices besides the head office in the city of Solo.
Paragraph (2)
Clearly sufficient.
Paragraph (3)
Prospective clients from the same province as the domicile of the PED's head office can be proven by an Identity Card (KTP) or a domicile letter.
Paragraph (4)
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations regarding the activities of Securities Companies in various locations are Otoritas Jasa Keuangan Regulation Number 73/POJK.04/2017 concerning Activities of Securities Companies in Various Locations.
Article 7
Clearly sufficient.
Article 8
Paragraph (1)
Clearly sufficient.
Paragraph (2)
Example of the inclusion of the PED name is as follows: "PT. XYZ Securities Central Java."
Paragraph (3)
Clearly sufficient.
Article 9
Paragraph (1)
Clearly sufficient.
Paragraph (2)
Examples of business activities that increase company risk include PED conducting securities transaction financing activities in the form of margin transactions or other activities.
Paragraph (3)
At the time this Otoritas Jasa Keuangan Regulation comes into force, the legislation in the capital market sector regulating the maintenance and reporting of Adjusted Net Working Capital is Regulation Number V.D.5, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institution Body Number Kep-566/BL/2011 dated October 31, 2011 concerning the Maintenance and Reporting of Adjusted Net Working Capital.
Article 10
Paragraph (1)
Letter a
At the time this Otoritas Jasa Keuangan Regulation comes into force, the legislation in the capital market sector regulating the required functions held by PED is Regulation Number V.D.3, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institution Body Number Kep-548/BL/2010 dated December 28, 2010 concerning Internal Control of Securities Companies Conducting Business as Securities Trading Brokers.
Letter b
Examples of legislation in the capital market sector related to the implementation of business activities as Securities Trading Brokers in the provisions of this letter where Securities Trading Brokers are required to have procedures and standards of operation:
Letter c
Clearly sufficient.
Paragraph (2)
What is meant by Deputy Securities Trading Broker includes Deputy Securities Trading Broker for Marketing and Deputy Securities Trading Broker for Limited Marketing, including duties and functions as referred to in Otoritas Jasa Keuangan Regulation Number 22/POJK.04/2016 concerning Segmentation of Deputy Securities Trading Brokers.
Paragraph (3)
Clearly sufficient.
Paragraph (4)
Clearly sufficient.
Article 11
Clearly sufficient.
Article 12
Paragraph (1)
Clearly sufficient.
Paragraph (2)
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations regarding the assessment of competence and propriety for key parties of financial service institutions are Otoritas Jasa Keuangan Regulation Number 27/POJK.03/2016 concerning the Assessment of Competence and Propriety for Key Parties of Financial Service Institutions.
Article 13
Paragraph (1)
Clearly sufficient.
Paragraph (2)
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations regarding the assessment of competence and propriety for key parties of financial service institutions are Otoritas Jasa Keuangan Regulation Number 27/POJK.03/2016 concerning the Assessment of Competence and Propriety for Key Parties of Financial Service Institutions.
Article 14
Paragraph (1)
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations regarding the licensing of Securities Companies conducting business as Underwriters of Securities and Securities Trading Brokers are Otoritas Jasa Keuangan Regulation Number 20/POJK.04/2016 concerning Licensing of Securities Companies Conducting Activities as Underwriters of Securities and Securities Trading Brokers.
Paragraph (2)
Clearly sufficient.
Paragraph (3)
Clearly sufficient.
Article 15
Paragraph (1)
Clearly sufficient.
Paragraph (2)
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations regarding the licensing of Securities Companies conducting business as Underwriters of Securities and Securities Trading Brokers are Otoritas Jasa Keuangan Regulation Number 20/POJK.04/2016 concerning Licensing of Securities Companies Conducting Activities as Underwriters of Securities and Securities Trading Brokers.
Article 16
Clearly sufficient.
Article 17
Clearly sufficient.
Article 18
Clearly sufficient.
Article 19
Clearly sufficient.
Article 20
Clearly sufficient.
Article 21
Paragraph (1)
Clearly sufficient.
Paragraph (2)
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations regarding the licensing of Securities Companies conducting activities as Underwriters of Securities and Securities Trading Brokers are Otoritas Jasa Keuangan Regulation Number 20/POJK.04/2016 concerning Licensing of Securities Companies Conducting Activities as Underwriters of Securities and Securities Trading Brokers.
Article 22
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations regarding the assessment of competence and propriety for key parties of financial service institutions are Otoritas Jasa Keuangan Regulation Number 27/POJK.03/2016 concerning the Assessment of Competence and Propriety for Key Parties of Financial Service Institutions.
Article 23
Paragraph (1)
Clearly sufficient.
Paragraph (2)
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations regarding the assessment of competence and propriety for key parties of financial service institutions are Otoritas Jasa Keuangan Regulation Number 27/POJK.03/2016 concerning the Assessment of Competence and Propriety for Key Parties of Financial Service Institutions.
Article 24
Clearly sufficient.
Article 25
Clearly sufficient.
Article 26
Clearly sufficient.
Article 27
Paragraph (1)
Clearly sufficient.
Paragraph (2)
Clearly sufficient.
Paragraph (3)
Letter a
Business activity restrictions for Securities Companies are established by Otoritas Jasa Keuangan decision.
Letter b
The management of PED carried out by the Board of Commissioners is limited to daily administrative activities and is not for conducting Securities Trading Broker activities.
Article 28
Clearly sufficient.
Article 29
Clearly sufficient.
Article 30
Clearly sufficient.
Article 31
Paragraph (1)
Clearly sufficient.
Paragraph (2)
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations regarding the assessment of competence and propriety for key parties of financial service institutions are Otoritas Jasa Keuangan Regulation Number 27/POJK.03/2016 concerning the Assessment of Competence and Propriety for Key Parties of Financial Service Institutions.
Article 32
Paragraph (1)
Clearly sufficient.
Paragraph (2)
Clearly sufficient.
Paragraph (3)
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations regarding the assessment of competence and propriety for key parties of financial service institutions are Otoritas Jasa Keuangan Regulation Number 27/POJK.03/2016 concerning the Assessment of Competence and Propriety for Key Parties of Financial Service Institutions.
Article 33
Clearly sufficient.
Article 34
Clearly sufficient.
Article 35
Clearly sufficient.
Article 36
Clearly sufficient.
Article 37
Clearly sufficient.
Article 38
Paragraph (1)
Clearly sufficient.
Paragraph (2)
Clearly sufficient.
Paragraph (3)
Clearly sufficient.
Paragraph (4)
At the time this Otoritas Jasa Keuangan Regulation comes into force, the legislation in the Capital Market sector regulating internal control of Securities Companies conducting business as Securities Trading Brokers is Regulation Number V.D.3, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institution Body Number Kep-548/BL/2010 dated December 28, 2010 concerning Internal Control of Securities Companies Conducting Business as Securities Trading Brokers.
Paragraph (5)
Clearly sufficient.
Article 39
Paragraph (1)
Clearly sufficient.
Paragraph (2)
Clearly sufficient.
Paragraph (3)
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations concerning the implementation of corporate governance of Securities Companies conducting business as Underwriters of Securities and Securities Trading Brokers are Otoritas Jasa Keuangan Regulation Number 57/POJK.04/2017 concerning the Implementation of Corporate Governance of Securities Companies Conducting Business as Underwriters of Securities and Securities Trading Brokers.
Paragraph (4)
Clearly sufficient.
Paragraph (5)
Clearly sufficient.
Paragraph (6)
Clearly sufficient.
Paragraph (7)
Clearly sufficient.
Article 40
Paragraph (1)
What is meant by the 3rd (third) year is the 3rd (third) year since the PED obtained the business activity license and not based on the date of the PED's business activity license.
If a PED obtains a license as a PED in November 2018, then the first Business Plan submission is conducted in 2020.
If a PED obtains a license as a PED in January 2018, then the first Business Plan submission is conducted in 2020.
Paragraph (2)
Clearly sufficient.
Article 41
Clearly sufficient.
Article 42
Paragraph (1)
Clearly sufficient.
Paragraph (2)
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations concerning the implementation of anti-money laundering and counter-terrorism financing programs in the financial services sector are Otoritas Jasa Keuangan Regulation Number 12/POJK.01/2017 concerning the Implementation of Anti-Money Laundering and Counter-Terrorism Financing Programs in the Financial Services Sector.
Article 43
Paragraph (1)
Clearly sufficient.
Paragraph (2)
At the time this Otoritas Jasa Keuangan Regulation comes into force, the legislation in the capital market sector regulating the submission of periodic reports by Securities Companies is Regulation Number X.E.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institution Body Number Kep-460/PM/2008 dated November 10, 2008 concerning the Obligation to Submit Periodic Reports by Securities Companies.
Article 44
At the time this Otoritas Jasa Keuangan Regulation comes into force, Otoritas Jasa Keuangan Regulations regulating the enhancement of financial literacy and inclusion in the financial services sector for consumers and/or the public are Otoritas Jasa Keuangan Regulation Number 76/POJK.07/2016 concerning the Enhancement of Financial Literacy and Inclusion in the Financial Services Sector for Consumers and/or the Public.
Article 45
Clearly sufficient.
Article 46
What is meant by "data and information of PED Client Securities Accounts" includes, among others, a single investor identity number, securities sub-account number, and the status of settlement or non-settlement of the PED's transaction settlement instructions with the PED's securities account.
Article 47
Clearly sufficient.
Article 48
Clearly sufficient.
Article 49
Clearly sufficient.
Article 50
Clearly sufficient.
Article 51
Clearly sufficient.
Article 52
Clearly sufficient.
Article 53
Clearly sufficient.
Article 54
Clearly sufficient.
Article 55
Clearly sufficient.
Article 56
Clearly sufficient.
Article 57
Clearly sufficient.
Article 58
Clearly sufficient.
Article 59
Clearly sufficient.
Article 60
Clearly sufficient.
Article 61
What is meant by "certain actions" includes, among others, the postponement of approval for securities transaction financing business activities.
Article 62
Clearly sufficient.
Article 63
Clearly sufficient.
SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6372
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