Shareholders and

Ownership
Ignatius Egan
Mardina Natalia
Salmawati Dewi
 I. Ownership Structure
II. Minority Structure
III. Rights and Responsibilities of
Outline Shareholders
IV. Equitable treatment of
shareholders
V. Case: Tiga Pilar Sejahtera
(2018)
Ownership Structure
Ownership Structure
The most common ways to organize a business:

1. Sole Proprietorship
2. Partnership
3. Limited Partnership
4. Limited Liability Company (LLC)
5. Corporation
6. Nonprofit Corporation
7. Cooperative
Sole Proprietorship
- A sole proprietorship is a one-person business that is not registered with the
state like a limited liability company (LLC) or corporation.

- In Indonesia, there is no legal rules that specifically regulate this structure.

Although, in “UU Nomor 3 Tahun 1982 tentang Wajib Daftar Perusahaan”, it is
stated that sole proprietorship company must be registered with “Kantor
Pendaftaran Perusahaan” except for several reasons.
Partnership (Firma)
- a business owned by two or more people that haven’t filed papers to
become a corporation or a limited liability company (LLC).
- Dasar hukum di Indonesia

persekutuan itu disebut Firma apabila mengandung unsur-unsur pokok berikut ini :

1. Persekutuan perdata (Pasal 1618 KUHPer);

2. Menjalankan perusahaan (Pasal 16 KUHD);
3. Dengan nama bersama atau firma (Pasal 16 KUHD); dan
4. Tanggung jawab sekutu bersifat pribadi untuk keseluruhan (Pasal 18 KUHD)
Limited Partnership (CV)
- relationship where the limited partner may not be involved in the day-to-
day management of the business. This partner may have just contributed
funds to the business, and often the funds that they contribute are the
extent of their liability. Limited partnerships will still have at least one
general partner to man the day-to-day operations of the business.
- Regulated in KUHD, specifically in paragraph 16-20
Limited Liability Company (LLC)
- PT is an acronym for Perseroan Terbatas, a term that represents a limited liability
company in Indonesia. A Perseroan Terbatas (PT) is a business entity that is
formed and acts per commercial law.

- Any Indonesian company directly receives foreign investments must take the form
of PT. The Indonesian Perseroan Terbatas may be classified as an open, closed,
domestic, foreign, individual, or a general public PT. Most are a limited liability
company (LLC) offering shares to the public.

- Regulated through UU 40 no. 2007 about Perseroan Terbatas

Corporation
A corporation is a legal entity that is separate and distinct from its owners.
Corporations enjoy most of the rights and responsibilities that an individual
possesses: enter contracts, loan and borrow money, sue and be sued, hire
employees, own assets and pay taxes.
Nonprofit Corporation
- A nonprofit corporation is a corporation formed to carry out a charitable,
educational, religious, literary, or scientific purpose. A nonprofit can raise
much-needed funds by soliciting public and private grant money and
donations from individuals and companies.
- Regulated in UU no. 21 th 2006 about Yayasan
Cooperative
- Cooperative is an organization owned and operated democratically by its

Members.

- Regulated in UU no. 25 thn 1992 tentang Koperasi

 Organ Perseroan
UUPT (UU no. 40/2007) pasal 92 dan 108

“Direksi dan Komisaris harus

mengacu pada kepentingan
Two-board system perseroan dan sesuai dengan
maksud dan tujuan perseroan”

Dewan
RUPS Direksi
Komisaris
Rapat Umum Pemegang Saham (RUPS)
- Where shareholders gather to make decisions about something
related to the company.
- The interests of shareholders: protection as an investor and
increase in added value
- Two shareholder rights:
- Attending and issuing votes at the RUPS
- Receiving dividend distribution and remaining assets as a
result of liquidation
Wewenang RUPS
Kegiatan yg harus diputuskan dalam 5. Memutuskan besar gaji dan
RUPS tahunan: tunjangan anggota dewan komisaris

1. Persetujuan atas rencana kerja 6. Mengangkat dan memberhentikan

(UUPT Pasal 64) anggota direksi
2. Persetujuan terhadap laporan
tahunan, termasuk pengesahan 7. Mengangkat dan memberhentikan
laporan keuangan anggota dewan komisaris
3. Memutuskan penggunaan laba
bersih perseroan
4. Memutuskan besar gaji tunjangan
anggota direksi
RUPS Luar Biasa (RUPSLB)
Keputusan-keputusan strategis:

1. Perubahan anggaran dasar

2. Permodalan
3. Pengalihan dan Penjamin Kekayaan
4. Penggabungan, Peleburan, Pengambilalihan, dan
Pemisahan
5. Pembubaran dan Kepailitan
Minority Structure
Minority Structure
Minority shareholder is a shareholder who owns less than 50 percent of the
total shares of a corporation's stock. A minority shareholder does not have
the voting control of the corporation; neither can s/he single-handedly elect
the directors of the corporation.
Perlindungan Pemegang Saham
Menurut UUPT:

1. Syarat kuorum dan syarat pemungutan suara

2. Hak mengajukan gugatan hukum
3. Hak untuk meminta sahamnya dibeli dengan harga wajar
4. Hak mengajukan permohonan untuk dilakukan pemeriksaan
terhadap perseroan
5. Hak untuk mengajukan usul pembubaran perseroan
6. Hak meminta diselenggarakannya RUPS tahunan atau RUPS
lainnya
Rights and Responsibilities of Shareholders
Rights
1. Attend, express opinion, and vote in
General Meeting of Shareholders
2. Rights to obtain information regarding
the company in timely and precise
manner
3. Receive dividend payment or other
profits proportional to the ownership
4. Rights to obtain full explanation and
precise information regarding the
procedure of General Meeting of
Shareholders
Responsibilities
● Controlling shareholders should:
a. Respect the interest of minority
shareholders
b. Disclose the information of ultimate
shareholders in case of law violation
● Minority shareholders are expected to
use their rights responsibly
● Shareholders should:
a. Separate company’s assets and personal
assets
b. Separate shareholders’ function and
BoD/BoC’s function
● In case of shareholder is controlling
several companies, it should maintain
the accountability and intercompany
relationship
Company’s Responsibilities Toward Shareholders
● Company should protect shareholders’ rights
● Company should register shareholders list
● Company should provide company’s information accurately, regularly,
and in timely manner
● Company should not take side by giving insider information
● Company should provide complete explanation and accurate information
regarding General Meeting of Shareholders
Equitable Treatment of
Shareholders
A. Basic shareholder rights should include
the right to:
1)secure methods of ownership registration;
2)convey or transfer shares;
3)obtain relevant and material information on the corporation on a
timely and regular basis;
4)participate and vote in general shareholder meetings;
5)elect and remove members of the board; and

6)share in the profits of the corporation.

B. Shareholders should be sufficiently informed about,
and have the right to approve or participate in,
decisions concerning fundamental corporate changes
such as:
1) amendments to the statutes, or articles of incorporation or similar
governing documents of the company;
2) the authorisation of additional shares
3) extraordinary transactions
C. Shareholders in the RUPS :
1.Shareholders should be furnished with sufficient and timely information
2.Processes and procedures for general shareholder meetings should allow for
equitable treatment of all shareholders.
3.Shareholders should have the opportunity to ask questions to the board
4. Effective shareholder participation in key corporate governance decisions, such
as the nomination and election of board members, should be facilitated.
5.Shareholders should be able to vote in person or in absentia, and equal effect
should be given to votes whether cast in person or in absentia.
6.Impediments to cross border voting should be eliminated.
D. Shareholders should be allowed to consult with each other on issues
concerning their basic shareholder rights as defined in the Principles
E. All shareholders of the same series of a class should be treated equally.

1.Within any series of a class, all shares should carry the same rights. All
investors should be able to obtain information about the rights attached to all
series and classes of shares before they purchase. Any changes in economic or
voting rights should be subject to approval by those classes of shares which
are negatively affected.
2. The disclosure of capital structures and control arrangements should be
required.
F. Related-party transactions should be approved
and conducted in a manner that ensures proper
management of conflict of interest and protects the
interest of the company and its shareholders.
1. Conflicts of interest inherent in related-party transactions should be addressed.
• 2. Members of the board and key executives should be required to disclose to the
board whether they, directly, indirectly or on behalf of third parties, have a material
interest in any transaction or matter directly affecting the corporation.
G. Minority shareholders should be protected from
abusive actions by, or in the interest of, controlling
shareholders acting either directly or indirectly, and
should have effective means of redress. Abusive
selfdealing should be prohibited.
H. Markets for corporate control should be allowed to
function in an efficient and transparent manner.
1. The rules and procedures governing the acquisition of corporate control in the
capital markets, and extraordinary transactions such as mergers, and sales of
substantial portions of corporate assets, should be clearly articulated and disclosed
so that investors understand their rights and recourse. Transactions should occur at
transparent prices and under fair conditions that protect the rights of all
shareholders according to their class.
2. Anti-take-over devices should not be used to shield management and the board
from accountability
CASE: TIGA PILAR SEJAHTERA (2018)
 Outline:

1. Company Profile
2. Board and Commissioner
Profile
3. Shareholders Profile
Tiga Pilar Sejahtera 4. Problems arising
5. Alternative Solutions
6. Recommendation for
Corporate Governance
Improvement
Company Profile
Listing di Bursa Efek Indonesia sejak 2003

Awalnya bergerak pada bisnis makanan

Pencapaian PT Tiga Pilar Sejahtera:

- Indeks Kompas 100

-A List of the Top 40 Best Performing Listed Company, versi majalah Forbes th.2011Indonesia Best
Corporate Transformation, majalah SWA th.2012
Board of Commissioner
Board of Directors
Shareholders Profile As of 26 July 2018, Kustodian
Sentral Efek Indonesia only
records 5 AISA shareholders
with more than 5% of
ownership. They are Morgan
Stanley and Co. LLC which
represents Spruce Investors
Limited 6,52%, Primanex
Limited 5,38%, JPMB Trophy
Investors I Ltd. 9,33%, Trophy
2014 Investor Ltd. c/o KKR
Asset Management LLC
9,09%, and BBH Luxembourg
Fidelity Fund 7,98%
Problems arising
PT TPS Food shares Tiga Pilar Sejahtera was There was a suspicion
price threatened to fall into a of an embezzlement by
fell drastically from bankruptcy because of TPS President Director,
RP2.360 on April 2017 the firm inability to do Joko M. related
to Rp168 in only a its obligation from their to transaction and
duration of 1 year. debt receivables in amount
of Rp2 Trillion

The RUPS meeting The Board of Directors Company’s performance in

concluded to reject the walked out from the RUPS 2017 is not optimal, thus
financial and accuse there was a the BoC rejected to sign
statement hostile takeover the financial
statement
Alternative Solutions
● Replace Tiga Pilar Sejahtera board of directors
● Restructuring the debt
● Improve the internal control function and reporting process of the
company to minimize the risk of fraud
● Create a whistleblowing system within the company
● Hire a consultant or strategy analyst to help the company manage the
situation
Recommendation for CG Improvement
● The company should disclose its financial statement in timely and
precisely manner and in accordance with PSAK
● The Board of Directors should respect the outcome of General Meeting of
Shareholders and should obey with the decision of Board of
Commissioners
● Maintain the independence of BoD and BoC to minimize conflict of
interest
● Keep transactions with affiliated party as low as possible as it may violate
arm-length transaction principle and therefore reducing the transparency
T-H-A-N-K---Y-O-U