The Implementation of Management Guidelines of the Public Company (Regulation of the Financial Services Authority Number 21 Year 2015)

financial servicesBackground

Board of Commissioner of Financial Services Authority has stipulated a Regulation of the Financial Services Authority Number 21/POJK.04/2015, which come into force since 17 November  2015 (“RFSA 21/2015”). RFSA 21/2015 regulates the management guidelines of public company of which implementation is conducted through comply or explain, which have not been regulated previously by law in the capital markets sector. Besides, this implementation of management of public company is also intended to implement good corporate governance so that the level of public listed company management can be equivalent to the management of the corporations in other ASEAN countries.

Management Guidelines

Public company is required to apply management guidelines. Management guidelines are guidelines issued by Financial Services Authority in order to encourage the adoption of management practice in accordance with international practice, which includes aspects, principles, and recommendations of good management guidelines (“Management Guidelines”). The Management Guidelines will be regulated in the circular letter of Financial Services Authority.

Disclosure

Public company must disclose information regarding the implementation of the recommendations in the Management Guidelines in its annual report.

Disclosure of Management Guidelines implementation should at least contain:

  1. the statement on recommendation implementation; and/or
  2. explanation for not applying implementation of the recommendation and its implementation alternative (if any).

Sanctions

Violations to RSFA 21/2015 may be subject to the following administrative sanctions:

  1. written warning; and
  2. fines.

Besides the administrative sanctions mentioned above, the Financial Services Authority may also perform:

  1. delaying of granting effective statement, for example effective statement merger, consolidation; and
  2. delaying of granting Financial Services Authority statement that no further comments on the document submitted to the Financial Services Authority in the framework of the capital increase with Rights Issue.

In the event that there are other rules that govern the Management Guidelines of the Listed Public Company, but in contrast to the provisions to RSFA 21/2015, then stricter provisions shall apply.

 

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