Admin / Wednesday, 03 February 2021, 09:57
Limited Liability Company (Company) holds an Annual General Meeting of Shareholders (GMS) no longer than 6 (six) months after the end of the Company's financial year or other GMS held at the Company's domicile or where the Company conducts its main business activities, as stipulated in the Law Number 40 of 2007 concerning Limited Liability Company (Company Law) and the Company's articles of association.
Considering the decision of the Large-Scale Social Restrictions (LSSR) by the Government of Republic Indonesia and followed by the regional government in connection with COVID-19, the Company's GMS, which is usually conducted face-to-face and involves the presence of people, then the Company, during the LSSR period, might conduct the GMS via teleconference, video conference, or other electronic media (online) which allows all GMS participants to see and hear each other directly and participate in the meeting.
The involvement of legal consultants and notaries will support the implementation of the online GMS, so that the requirements and the technical operation of the GMS shall refer to the Company Law and the Company's articles of association.
In addition to implement the online GMS, the Company may adopt binding resolutions outside a GMS or known as the Circular Resolution of Shareholders as an alternative for the Company's shareholders to not conduct GMS directly or online, but by sending and circulating the written decisions between the Company's shareholders.
The Implementation of GMS in a Public Company
The Financial Services Authority (OJK) provides such relaxation by allowing the GMS by a Public Company to be implemented through an electronic authorization mechanism using the electronic system of the GMS (e-GMS) provided by the Central Securities and Depository (LPP) as per OJK Regulation Number 15/POJK.04/2020 concerning The Plans and The Implementation of the Public Company’s GMS (“POJK 15/2020”).
By granting authorization by the shareholders, the presence and vote of the shareholders can be represented by the authorized when the GMS held.
Public Company may conduct the online GMS using the e-GMS system provided by a provider or by the Public Company itself as stipulated in POJK Number 16/POJK.04/2020 concerning the Implementation of Electronic Public Company GMS ("POJK 16/2020").
Despite conducting e-GMS, Public Company is still required to held a direct GMS at least attended by the GMS chairman, board of directors and/or commissioners, and capital market supporting professions who assist the GMS.
However, considering the decision of Public Health Emergency status by the Government of Republic Indonesia due to COVID-19, according to Article 9 of POJK 16/2020 concerning certain conditions, furthermore OJK through Circular Letter Number S124/D.04/2020 allows Public Company to be able to conduct the online GMS without physical GMS until the health emergency status is revoked by the Government.
OJK issues POJK 15/2020 and POJK 16/2020 as the legal basis to the Public Company to conduct GMS by utilizing the information technology (online) in order to conduct GMS effectively and efficiently by each Public Company, in line with the implementation of online GMS in the Company Law.
For more information and details, do not hesitate to contact our lawyers.