Introduction
The Indonesian Financial Services Authority (Otoritas Jasa Keuangan or “OJK“) recently issued OJK Rule No. 11/POJK.04/2017 on Share Ownership Reporting in Public Companies (“New OJK Rule”) on 14 March 2017. This New OJK Rule revokes and replaces OJK Rule No. 60/POJK.04/2015 on Disclosure of Information of Certain Shareholders (“Previous OJK Rule“).
Compared to the Previous OJK Rule, the New OJK Rule officially provides an “indirect” share ownership concept to capture an ultimate beneficial owner of shares in public companies, and a specific form for the purpose of share ownership reporting.
Reporting Obligation
Under the New OJK Rule, a party, directly or indirectly holding 5% or more shares in a public company, must submit a report to OJK no later than 10 (ten) calendar days after the relevant party holds the ownership of the shares. This deadline also applies to the subsequent reporting.
The New OJK Rule defines a “party” as an individual, a company, a partnership, an association or an organized group. Any party that holds at least 5% shares is also required to submit a report to OJK if there is a subsequent change of the party’s shares ownership, through a single transaction or a series of transactions, equivalent to at least 0.5% shares.
The obligation of reporting to OJK also applies if a director or a commissioner of the public company holds any shares in said company directly or indirectly. Accordingly, the obligations under the New OJK Rule will apply although the director or commissioner owns a single share in the public company.
OJK allows the report to be submitted by a proxy with virtue of a written power of attorney from the relevant party provided that the deadline will be shorter (i.e., at the latest 5 (five) calendar days after the relevant party holds the ownership of the shares). Such deadline will also apply for the purpose of subsequent reporting.
Internal Policy with Respect to the New OJK Rule
OJK also requires every public company to make its own policy requiring each of its directors and commissioners to inform the public company with respect to their shares ownership and/or any changes of their shares ownership in such public company. The information must be submitted no later than 3 (three) business days after the relevant director or commissioner holds the ownership of the shares, and any changes to such ownership. The public company must disclose the implementation of such policy in its annual report or website.
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