In the Midst of Covid-19, OJK Continues Embracing Technology on Reporting and E-Proxy
To contain the spread of Covid-19 in the capital markets industry, Indonesia's financial services authority, the OJK, has issued Letter No. S-49/PM.22/2020 ("Letter"), which allows parties besides issuers or public companies to submit reports, disclosure of information or documents to the OJK through the Integrated Electronic Reporting System ("SPE"). While the obligation to submit documentation through the SPE has been around since 2018 (pursuant to OJK Regulation No. 7/POJK.04/2018), such obligation was limited only to issuers and public companies.
Now, under the Letter, issuers and public companies can assist other parties to submit documentation through SPE. The SPE can be accessed through http://spe.ojk.go.id/idxnet or http://www.idxnet.co.id/idxnet.
The types of document that can be submitted through the SPE are as follows:
report from securities holders of the issuer or public company in relation to its securities;
report of a mandatory tender offer result from the new controller regarding the acquisition of a public company and disclosure of information on mandatory tender offer issued by the new controller;
underwriters' report in relation to the result of a public offering, allotment manager's report and accountant's report regarding the implementation of securities subscription and allotment;
additional disclosure of information and supporting documents in relation to the debt securities and/or sukuk shelf public offering phase II and so forth; and
reports, disclosures and/or announcements from other parties relating to information about the issuer or public company from parties who are willing to submit such documents through the issuer or public company.
Issuer and public companies must consider the forms used for the submission of reports and disclosures. If the report and/or document is only addressed to the OJK, and not for the public, the issuer or public company must use form E075 as regulated under the Indonesia Stock Exchange Circular Letter No. SE-00006/BEI/10-2019.
The above allowance for other parties beside issuers and public companies will apply until further notice from OJK.
Referring to our previous update on e-GMS, KSEI has stated that it intends to implement its e-proxy platform starting from 20 April 2020. This platform can be used by public companies who convene a general meeting of shareholders ("GMS") from 13 May 2020 onwards. For the purpose of GMS, the public companies will need to upload any information and materials related to the GMS through the platform and KSEI will then distribute the information to the shareholders.
Shareholders who intend to use this platform need to register themselves to KSEI, and KSEI will send the username and password. A power of attorney can be given to an individual, or an independent representative, in this case a representative from the share registrar, or a KSEI participant, i.e. securities company or custodian bank. The shareholders are also required to indicate its vote in the platform so that the platform can calculate the total vote submitted through the platform.
Lastly, although the KSEI platform for e-proxy will be implemented soon, a GMS will still be held physically. Thus, the proxy must attend the GMS.
AHP Client Alert is a publication of Assegaf Hamzah & Partners. It brings an overview of selected Indonesian laws and regulations to the attention of clients but is not intended to be viewed or relied upon as legal advice. Clients should seek advice of qualified Indonesian legal practitioners with respect to the precise effect of the laws and regulations referred to in AHP Client Alert. Whilst care has been taken in the preparation of AHP Client Alert, no warranty is given as to the accuracy of the information it contains and no liability is accepted for any statement, opinion, error or omission.