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BY: FRANDY KARUNDENG, SE.

, MSA

CORPORATE

GOVERNANCE

FRAMEWORK
INDONESIA
SPECIFICS OF CORPORATE

GOVERNANCE IN INDONESIA

LITTLE SEPARATION OF OWNERSHIP


THE ROLE OF SOE CONCENTRATED OWNERSHIP
AND CONTROL
Since the early 1990s and Many private companies in
Most controlling shareholders also
especially in the last 20 Indonesia start out as small private
act as the
years, several SOEs have companies owned either by a single
company’s President Director and sit
been equitized and controlling shareholder, members
on the Board of Directors.
converted into partly of a family, or a small group of Failure to separate ownership and
privatized companies shareholders. control typically results in weak
through public stock This concentrated ownership accountability and control structures,
offerings and/or strategic structure often entails a lack of abusive related party transactions,
alliances proper documents (such as the and poor information disclosure
company charter or financial (insiders have access to all
regulations) and a lack of information and are unmotivated to
supervisory activities and proper disclose to outsiders or minority
book-keeping. shareholders).
SPECIFICS OF CORPORATE

GOVERNANCE IN INDONESIA

UNWIDELY HOLDING STRUCTURES INEXPERIENCED AND INADEQUATE

Some major business groups, CORPORATE BODIES

especially large SOEs, are set The members of all these bodies are
up in the form of parent supposed to be experienced and capable,
companies controlling subsidiary but in reality they lack awareness of their
companies. responsibilities,
While holding structures can serve due to a historical lack of general good
legitimate purposes, cross- practice in their areas. A lack of
shareholdings and lack of experience in the field of corporate
transparency have the tendency to governance is a big obstacle for further
create opaque ownership economic development.
structures. Unfortunately, strong, vigilant and
Poor consolidated independent corporate bodies remain a
accounting rarity.
LEGAL AND REGULATORY FRAMEWORK

Limited Liability Company on 1848 in Chapter 3 of Impact of WTO Agreement


Indonesia Commercial Code

The foreign investment in Indonesia first introduced Apllication of Industry-


through the 1967 Foreign Investment Law. specific law and regulation
Over the past 5 years, Indonesia’s legal and
OJK Regulations
regulatory framework for corporate governance has
improved dramatically
CG

REGULATIONS

LEGAL REQUIREMENTS COMPLY/EXPLAIN SUGGESTIONS

RULES
The rules that refer to
These rules are to be These rules are
mandatory legal
followed. recommendations in
requirements.
marked in the text by their nature.
by using words ”must”,
the use of the word use terms such as
“is obliged to”, “cannot”,
“shall”. “should” or “can”.
etc.
Tiap kelompok download satu pengungkapan
GCG di Indonesia.

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