Indonesia Financial Services Authority introduces new reporting requirement for shareholders of listed companies

30 May 2024

Significant changes to the reporting requirements in listed companies will come into effect on 28 August 2024. The Indonesia Financial Services Authority (Otoritas Jasa Keuangan “OJK”) introduced the new regime via OJK Regulation No. 4 of 2024 titled “Reporting of Share Ownership or Any Changes in Ownership in Public Companies and Reporting on Activities for Pledging Shares in Public Companies” dated 28 February 2024 (“OJK No. 4/2024”), which will replace the current regulatory framework under OJK Regulation No. 11 of 2017 titled “Reports on Ownership or Change in Ownership of Shares in Public Companies” (“OJK No. 11/2017”) when it comes into force.

The amendments set out in OJK No. 4/2024 are intended to bring the reporting regime in line with the provisions of Law No. 4 of 2023 on the Development and Strengthening of the Financial Sector.

Reporting obligations

In a departure from OJK No. 11/2017, OJK No. 4/2024 provides that a shareholder’s ownership percentage is to be based on the number of valid voting rights rather than the number of shares held.

A change in the ownership of shares with voting rights must be reported to OJK within five working days of the change by the following:

  • Any party who owns shares with a minimum of 5% voting rights; and
  • Each director or commissioner of a listed company holding any voting rights, directly or indirectly, in the listed company

If these parties are in an organised group, the report can be made to OJK by one representative shareholder.

New categories

OJK No. 4/2024 differs from OJK No. 11/2017 by introducing the above reporting requirement for those that inherit voting rights. Additionally, the new regime now requires shareholders of a listed company to report to OJK within five business days of the conclusion of the following:

  • Any pledges on its shares if the number of shares subject to one or more pledges reaches at least 5% of shares with voting rights in the listed company; and
  • Any changes to the percentage of shares being encumbered.

The report to OJK must be in a specified format as set out in OJK No. 4/2024.

Exemptions

OJK No. 4/2024 exempts from the reporting requirement set out above changes in share ownership resulting from corporate actions conducted by the listed company (a) in the form of right issue with or without pre-emptive rights or (b) without any action conducted from the shareholder’s side such as a share buyback.

Reporting format

OJK No. 4/2024 provides a template for reporting which includes much the same information as set out in OJK No. 11/2017 with the addition of some further information, including:

  • number of shares and percentage of voting rights before and after the transaction
  • type of transaction effecting a change in ownership
  • number of shares bought, sold, or transferred
  • type of shares affected

The regulation also provides for OJK to establish an electronic system to enable submission of reports online.

Administrative sanctions

OJK No. 4/2024 provides that breach of its provisions will attract administrative sanctions including written warnings, fines, restriction of business activities, revocation and/or and cancellation of licenses or approvals.