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Flow of Public Company’s Annual General Meeting of Shareholders

BerandaArticlesFlow of Public Company’s Annual General Meeting of Shareholders
June 18, 2024
By Angela Silvana

Flow of Public Company’s Annual General Meeting of Shareholders (“Annual GMS)’s Holding at The Request of Shareholders according to Law Number 40 of 2007 Concerning Limited Liability Companies (“UU PT) and Finansial Service Authority Regulation Number 15/POJK.04/2020 concerning Planning and Holding of Public Company’s General Meeting of Shareholders (“POJK 15/2020”)

GMS is a medium in which Shareholders excercise control on the Company’s management conducted by the Board of Directors. There are 2 (two) forms of GMS, that are Annual GMS and other GMS which in practice, known as Extraordinary GMS (vide Article 78 Paragraph (1) UU PT jo. Explanation of Article 78 Paragraph (1) UU PT). Public companies are obligated to hold Annual GMS no later than 6 months from the end of the finansial year (vide Article 79 Paragraph (2) UU PT) jo. Article 2 Paragraph (2) POJK 15/2020). Even though it is called the General Meeting of Shareholders, the implementation of the GMS is not carried out by the Shareholders, but instead is one of the duties of the Board of Directors. In Annual GMS, all of the documents from annual report must be presented. In connection with that matter, annual report must at least contain this following:
  1. Financial report which at least consists of the final balance sheet of the financial year which has just passed with comparison to its previous financial year’s balance sheet, income statement from concerned financial year cash flow statements, and reports of changes in equity, as well as notes to the financial statements;
  2. Report on the Company’s activities;
  3. Report on the implementation of Social And Enviromental Responsibility;
  4. detail of issues occured during the finansial year which affected the Company’s business activities;
  5. Report on supervisory duties carried out by the Board of Commissioners during the previous financial year;
  6. Name of the member(s) of the Company’s Board of Directors and Board of Commissioners; and
  7. Salary and allowance of member(s) of Board of Directors and salary and honorarium of member(s) of Board of Commissioners for the year which has just passed.

(vide Article 78 Paragraph (3) jo. Article 66 Paragraph (2) UU PT)

In connection with the matter mentioned before, Article 65 Paragraph (1) UU PT regulates that the Company’s work plan must be approved by Board of Commissioners or GMS as regulated by the Company’s Articles of Association. In the event that the Company’s Articles of Association determines that the work plan must be approved by the GMS, the work plan must first be reviewed by the Board of Commissioners.

On the other hand, generally work plan is presented in the beginning of financial year. Besides that, there is provision in Article 63 Paragraph (1) UU PT which regulates that work plan is drafted by Board of Directors before the next financial year begins. Thus, if it is stated in the Company’s Articles of Association that work plan must be approved by GMS, therefore the right form of GMS to discuss and approve work plan is the Annual GMS.

In a normal condition, Annual GMS is held by the Company’s Board of Directors without any need for a request from any party (Shareholders or Board of Commissioners). However, if there is an indication that Board of Directors has no goodwill to hold Annual GMS, therefore Shareholders or Board of Commissioners may propose a request for Annual GMS holding to Board of Directors. For the Annual GMS which is held at the request of Shareholders or Board of Commissioners, its request proposal and holding flow are to be equated to Extraordinary GMS. Regarding the Annual GMS which is held at a request of Shareholders, the flow to carry out the Annual GMS is as follow:

 

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