Mar

02

Corporate Governance in Indonesia: Change of Directors and Commissioners

In addition to the General Meeting of Shareholders, there are a Board of Directors and Board of Commissioners that are also bodies of limited liability companies in Indonesia. The Board of Directors (BOD) is the company’s body that manages the day-to-day business, and the Board of Commissioners (BOC) supervises the director(s) and can step in and report to the shareholders if necessary. From time to time, companies will change their director or commissioner. Since the director and commissioner are not a regular employee, a specific procedure applies for such an amendment. The amendment process always involves appointing a new commissioner or director in the company, and may involve the dismissal of the current member of the BOD or BOC.

Furthermore, in general, there are no regulations that stipulate the required action to change the BOD or BOC prior. However, you must consider whether there is a requirement to obtain approval from third party before changing the composition of the BOD and/or BOC, which usually arises because of an agreement, for example, approval from creditor or other partner.

In general, the procedure to change the BOD and/or BOC are as follows:

  1. General Meeting of Shareholder (GMS)
    The shareholders of the company convene a GMS with minimum quorum being more than 50 percent of the shareholders with voting rights attending. In addition, resolutions in the GMS will only be valid if more than 50 percent of the shareholders with voting rights vote in favor of the resolutions or agree unanimously by way of shareholder circular resolution. The quorum for GMS can be higher if the Articles of Association stipulates otherwise.

  2. Deed of the statement of the GMS resolution
    The public notary will notarize the signed GMS resolution.

  3. Update the company data at the Ministry of Law and Human Rights
    Companies are unable to update the company data by themselves, and only a notary has the access to request the amendment of company data to the Ministry of Law and Human Rights. The notary will submit such request after the deed of change for the BOD or BOC is completed.

  4. Amendment of company licenses and registrations
    If the company needs to amend certain company licenses in case of a director change, the company shall update the licenses.

Schinder Law Firm has years of experience in the corporate practice, including changing the composition of company body. Should you wish to carry out the changes discussed in this article, feel free to drop us an email at info@schinderlawfirm.com.

Author: Dewi Susanti

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Dear valued Visitor,

Data is a valuable currency in this new world. In the midst of digital transformation, the Indonesian government has taken the final decision to pass the Pelindungan Data Pribadi (PDP) Bill by September 2022. The PDP Law applies to all businesses established in Indonesia and puts the consumer in control. The task of complying with this regulation falls upon businesses.

The PDP Law affects a variety of business operations, including how your sales team prospect and how marketing initiatives are managed. Businesses have had to reassess their business procedures, applications, and forms. Additionally, all businesses that work with personal data should designate a Data Protection Officer (DPO) or data controller to oversee PDP compliance.

In line with this spirit, it gives us great pleasure to announce and share with all our esteemed clients and business associates that Schinder Law Firm is prepared to assist your company to understand the impacts of the Personal Data Protection Law (PDPL) and take the required measures to comply with the law. Our Privacy, Data Protection, and Cybersecurity practice group is a pioneer in providing data privacy law services in Indonesia. Personal data protection services include but are not limited to:

  • Assessing the existing systems, processes, and controls, etc.
  • Providing provide gap assessment on the existing systems, processes, and controls, etc.
  • Developing and ensuring contracts and agreements comply with the PDP Law
  • Developing policies, best practices, and procedures
  • Advising on the security of personal data and managing data breaches
  • Acting as the Data Protection Officer (DPO) and advising upon the appointment, role, and responsibilities of a data protection officer
  • Advising on cross-border transfers of personal data
  • Carrying out data protection impact assessments and data protection audits
  • Recommending other necessary corrective actions in order to comply with the PDP Law
  • Training on the PDP Law tailored to clients’ businesses

We look forward to many more opportunities in the year ahead with your continued support and trust. For consultation, please send us a WhatsApp or Email.

Warmest regards,
Naz Schinder
Managing Partner

Keep Up with the New Law in Indonesia: Personal Data Protection

  • Assessing the existing systems, processes and controls, etc.
  • Providing provide gap assessment on the existing systems, processes and controls, etc.
  • Developing and ensuring contracts and agreements comply with the PDPL.
  • Developing policies, best practices and procedures.
  • Advising on security of personal data and managing data breaches.
  • Acting as the Data Protection Officer (DPO) and advising upon the appointment, role and responsibilities of a data protection officer.
  • Advising on cross-border transfers of personal data.
  • Carrying out data protection impact assessments and data protection audits.
  • Recommending other necessary corrective actions in order to comply with the PDPL.
  • Training on the PDPL tailored to clients’ businesses.
Privacy, Data Protection and Cyber Security
We help our clients to understand the impact of the Personal Data Protection Law (PDPL) on their companies and take the required measures to comply with the law.