RUPS Information

General Meeting of Shareholders (GMS) is the Company’s highest organ with rights and authority not given to the Board of Directors and Board of Commissioners within the limits stipulated in the provisions of laws and regulations and the Company’s Articles of Association.

The GMS is a forum for Shareholders to make important decisions for the Company with due observance of the provisions of the articles of association and laws and regulations. Decision making in the GMS must be carried out fairly, transparently and based on the long-term business interests of the Company.

GMS authority includes appointing and discharging members of Board of Commissioners and Board of Directors, evaluating the performance of Board of Commissioners and Board of Directors, approving amendments to Articles of Association, approving Annual Report, establishing the form and amount of remuneration of members of Board of Commissioners and Board of Directors, and adopting resolutions related to corporate actions or other strategic resolutions proposed by the Board of Directors.

Type of GMS

The Company recognizes two types of GMS, namely:

Annual GMS

The Annual GMS is held annually, no later than six months after the closing of the Company’s financial year. Matters decided at the Annual GMS include:

  • Approval of the Company’s annual report including a report of the supervisory duties of the Board of Commissioner and the ratification of the Company’s Consolidated Financial Statements;

  • Release and discharged (acquit et decharge) for the Board of Directors and Board of Commissioners for the management and supervision that has been carried out during the relevant financial year, provided that the action is recorded in the annual report and annual calculation and in accordance with applicable regulations;

  • Determination of the Company’s net profit allocation;

  • Appointment of a public accounting firm to audit the Company’s books;

  • Determination of the remuneration and other allowances for the Board of Directors and honorarium for the Company’s Board of Commissioners;

  • Other matters that require Annual GMS’ approval.

Extraordinary GMS

The Company holds Extraordinary GMS in the event that the Company performs corporate action requiring approval from the Shareholders, including but not limited to amendments to the Company’s Articles of Association, transactions with conflict of interest in accordance with the provisions of capital market, merger, acquisition, and so forth.

GMS’ Authorities

  1. To appoint and dismiss members of the Board of Commissioners and Board of Directors;
  2. To evaluate the performance of the Board of Commissioners and the Board of Directors;
  3. To approve amendments to the Company’s Articles of Association;
  4. To approve the annual report and the financial statements;
  5. To determine the allocation of Company’s profit;
  6. To approve affiliated transactions and conflicts of interest by the Company;
  7. To appoint a public accountant; and
  8. To determine the amount and type of compensation for the Company’s Board of Commissioners and the Board of Directors.

The Rights of Shareholders in the GMS

  1. Shareholders may propose a GMS agenda according to the applicable provisions in the articles of association and laws and regulations no longer than seven days before the GMS notice.
  2. In each item of GMS agenda, Shareholders are given opportunity to ask question and/or express opinion related to the GMS agenda item, under the following mechanism:
    • The Chairperson of the meeting will give an opportunity to each Shareholder or his/her proxy to ask questions and/or express his opinion in each agenda.

    • Only Shareholders or their authorized proxies have the right to raise questions and/or express opinions.

    • Shareholders or their proxies who want to ask questions and/or express their opinions are asked to raise their hands and submit an inquiry form that has been filled in to the officer to be submitted to the chairperson of the meeting.

    • After the question form has been collected, the Shareholders or their proxies in turn are given the opportunity to ask their questions or opinions in front of the microphone provided.

    • Afterwards the chairperson of the meeting or his/her designated representative will answer or respond to them one by one.

  3. In the event that a decision cannot be made by deliberation to reach consensus, Shareholders may exercise their rights in voting, with the following conditions:
    • Voting is done by giving ballots;

    • Each share gives the right to the holder to issue one vote. If a Shareholder has more than one share, he is only asked to vote once and their vote represents all the shares he owns or represents.

  4. In accordance with the provisions of the OJK, Shareholders who cast an abstention vote were deemed to cast the same vote as the majority of voters who issued a vote.

The Company’s relationship with the Shareholders is based on the following conditions:

  1. Fulfill the rights of each Shareholder to obtain just and fair treatment in accordance with the laws and regulations, namely by sending invitations to majority and minority Shareholders to attend and vote in the GMS, both Annual GMS and Extraordinary GMS;

  2. Provide material information about the Company timely, measurably and orderly to both majority and minority Shareholders in the form of monthly, quarterly and annual performance reports;

  3. Implement GMS directives to achieve optimal performance by providing periodic reports regarding follow-up of GMS directives in order to provide added value to Shareholders; and

  4. Providing the distribution of the Company’s profits to the Shareholders in the form of dividends and the remaining assets resulting from liquidation, in proportion to the number of shares owned.