Certain holders, directors, and commissioners who own shares in Indonesian public companies must adhere to the new reporting requirements or face penalties.
On 14 March 2017, the Indonesian Financial Services Authority (Otoritas Jasa Keuangan (OJK)) issued, with immediate effect, OJK regulation No. 11/POJK.04/2017 (Report of Ownership or Each Change of the Ownership over the Shares in a Public Company) (the “New OJK Regulation”), revoking OJK Regulation No. 60/POJK.04/2015 on Disclosure Requirements of Certain Shareholders (the “Previous OJK Regulation”).
The New OJK Regulation provides detailed reporting requirements for shareholders of Indonesian public companies to strengthen and protect investors’ interests and to uphold fair, efficient, and orderly principles in the Indonesian capital markets.
The key provisions introduced by the New OJK Regulation are as follows:
The New OJK Regulation clarifies that the reporting requirements apply to both direct and indirect ownership of shares in Indonesian public companies. Under the Previous OJK Regulation, the industry had assumed that the reporting requirements only applied to direct share ownership.
Under the New OJK Regulation, the following parties must submit a report:
The OJK requires the relevant reports to be submitted no later than 10 days from the effective date of the share ownership or changes thereto. If the reports are submitted through a proxy pursuant to a written power of attorney, the shareholders must submit the report to the OJK no later than five days from the effective date of the share ownership or changes thereto.
The prescribed report format under the New OJK Regulation will include, at a minimum, the following:
The New OJK Regulation has stipulated that each Indonesian public company must establish an internal policy to inform its directors and commissioners of the obligation to report their direct or indirect ownership of shares (including changes thereto) in such Indonesia public company. Directors and commissioners are required to report such information to the public company at least three working days from the effective date of share ownership or changes thereto.
Indonesian public companies also are required to disclose such information in their relevant annual reports and on their websites.
Noncompliance with the above reporting requirements may cause the OJK to impose
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