The Financial Services Authority (FSA) is currently preparing a draft regulation on electronic maintenance of RUPS, RUPO, and RUPSU. The draft Regulation is intended to improve efficiency and effectiveness. The provisions laid down in the draft regulation are:
- Applicable Regulatory Frameworks for the Implementation of Electronic General Meetings
Maintenance of RUPS, RUPO, and RUPSu is required to comply with the provisions of certain laws, unless specifically stipulated in the Draft Regulations, as follows:
- For RUPS: Regulation of the OJK No. 15/POJK.04/2020 on the Planning and Organization of the General Meetings of Shareholders by Publicly-Traded Companies; and
- For RUPO and/or RUPSu: Regulation of the OJK No. 20/POJK.04/2020 on Trusteeship Contract of Debt Securities and/or Sharia Bonds.
OJK Regulation No. 16/POJK.04/2020 provides a framework for the maintenance of RUPS electronically, although it is not explicitly mentioned in the Draft Regulations. Some of the provisions of POJK 16/2020 have been copied into the draft Regulations, such as:
- The obligations for the publicly-traded companies that implement electronic RUPS;
- The requirements regarding locations and physical attendance for several parties during the implementation of electronic RUPS; and
- The order of activities during the implementation of electronic RUPS.
The draft Regulation 20/2020 regulates the general meeting of the effectors as a debtor or a successor, and the provision governing the General Meeting of the effects will be deleted and replaced when this draft regulation finally comes into force.
Regulation 20/2020 stipulates that a general meeting of debt and/or subordinate securities may be held three times if the quorum for the presence of a debt-and/or subsidiary securities holder has not been fulfilled, and the general meeting may still be held on the condition that the non-fulfillment of a quorum of debts and/ or subordinates securitiesholder presence.
- Providers of the Electronic General Meetings’ system: Eligible Parties and Mandates; and
Under the Bill of Regulations, open companies, bondholders, subsidiaries, or public companies may organise a General Meeting of Shareholders Electronically. This may be done through an electronic system organized by the System Organizer, the issuer of the effect issuing, or a public company. If the system is organized of the System Organizer, the Main Party organizing the General Assembly of the Electronically Holding Shareholder is obliged to comply with the terms and conditions applicable to the system, as established by the respective System Organiser.
Based on the draft regulations, the System Provider may form the following business entities:
- Depository and settlement institution appointed by the OJK (i.e., PT Kustodian Sentral Efek Indonesia);
- Other parties that have been approved by the OJK.
The draft regulations have the authority to hold the General Meeting of Shareholders Electronically, authorize the System Organizer, and organize and manage other meetings to be further established by the OJK.
Within a maximum period of 6 (six) months from the date of entry into force of this draft regulation, the System Organizer shall establish rules and procedures for the use of the Electronic General Meeting of Shareholders which must have at least 6 features. These features must include:
- Displaying the applicable code of conduct and agenda for the Electronic General Meetings;
- Allowing participants of the Electronic General Meetings to fully participate and interact with other parties during the meeting;
- Calculating attendance quorum of the Electronic General Meetings;
- Recording of any interaction during the implementation of Electronic General Meetings; and
- Electronic delegation of authority.
The provisions of this system are similar to the electronic RUPPS provisions outlined in Regulations 15/2020 and 16/2020, but Regulation 20/2020 does not cover these provisions.
- Applicable Administrative Sanctions.
When a person fails to comply with the various obligations set out in this draft regulation, the OJK may impose administrative sanctions. These sanctions can also be imposed on the party responsible for the violation. In this case, the administrative penalties may be:
- Written reprimands;
- Fines;
- Restriction of business activities;
- Suspension of business activities;
- Revocation of business permits;
- Cancellation of approvals; and/or
- Cancellation of registration.
The draft regulations allow the OJK to impose additional sanctions on offenders and announce the imposition of additional administrative sanctions and sanctions against the public, which are contained in Regulation 15/2020 and Regulation 20/2020.
Basic Law:
- Regulations of the Financial Services Authority of the Republic of Indonesia No. 15/POJK.04/2020 Year 2020 on Planning and Maintenance of General Meetings of Shareholders of Open Company
- Regulations of the Financial Services Authority of the Republic of Indonesia No. 20/POJK.04/2020 of the year 2020 concerning contracts for liability of debt and/or assets
- Regulations of the Financial Services Authority of the Republic of Indonesia No. 16/POJK.04/2020 Year 2020 on the Enforcement of the General Meeting of Shareholders of the Company Opened Electronically
Reference:
Hukumonline.com