A Public Company (Perseroan Terbuka or PT Tbk), a business entity that raises capital from the public through the capital market, is legally required to uphold the principles of transparency and disclosure of information. This obligation is not only crucial for building public trust but also for maintaining an efficient and credible capital market.
Transparency and disclosure are fundamental elements of Good Corporate Governance (GCG). In the Indonesian legal context, these principles are strictly regulated through a range of provisions issued by the Financial Services Authority (OJK) and the Indonesia Stock Exchange (IDX/BEI). Several key regulations form the backbone of these legal obligations. Law No. 8 of 1995 on Capital Markets, as amended by Law No. 4 of 2023, obligates issuers or public companies to submit periodic reports and disclose material information that could influence share prices or investor decisions. Significant events affecting the value of securities must also be promptly reported to the OJK and made public. OJK Regulation No. 31/POJK.04/2015 further requires that material information or facts be disclosed no later than two business days after such information becomes known. Complementing this, IDX Regulation No. I-E (Kep-00066/BEI/09-2022) outlines the obligations of listed companies to submit financial reports, annual reports, and other public disclosures in a timely manner.
The types of information that must be disclosed by public companies include periodic financial statements (annually, semi-annually, and quarterly), annual reports, changes in organizational structure or ownership, material transactions or conflicts of interest, agendas and outcomes of General Meetings of Shareholders (GMS), as well as corporate actions such as mergers, acquisitions, divestitures, and public offerings. Non-compliance, such as failure or delay in fulfilling these disclosure obligations, may lead to administrative sanctions, financial penalties, or even the revocation of licenses to operate in the capital market.
Beyond legal compliance, the implementation of transparency and disclosure measures offers numerous strategic advantages. These include enhanced investor confidence, reduced legal and reputational risks, stronger corporate governance, and improved evaluation from market analysts and credit rating agencies. Transparency is therefore not merely a legal formality, but a vital foundation for building long-term corporate credibility and value in the eyes of investors and stakeholders.
Although Indonesia has established a comprehensive regulatory framework, the success of transparency implementation ultimately depends on the internal commitment of public companies and consistent regulatory oversight. As part of efforts to foster a transparent and accountable capital market, all stakeholders such as issuers, regulators, and investors, must actively and responsibly play their respective roles in upholding these principles.
If you, a prospective client, have further inquiries about the topic discussed above, Schinder Law Firm is one of the leading corporate law firms in Indonesia, with extensive experience handling similar matters. Our team of professional corporate and civil lawyers makes us one of the top consulting firms in Indonesia. Feel free to contact us at info@schinderlawfirm.com for further consultation.
Author:
Dewi Susanti