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Preparation for a Successful General Meeting of Shareholders
(Rapat Umum Pemegang Saham/RUPS)

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Cited from Kontan.co.id (February 13, 2025), PT Bank Central Asia Tbk (BBCA) has announced the schedule for its Annual General Meeting of Shareholders (RUPS Tahunan), set to take place on March 13, 2025. According to information disclosed on the Indonesia Stock Exchange (BEI) on February 12, 2025, one of the key agenda items is the restructuring of the company’s Board of Commissioners and Board of Directors.

This case exemplifies how RUPS serves as a vital platform for making strategic corporate decisions, ensuring accountability and transparency. Changes in board composition, corporate policies, and governance structures are often determined through RUPS, reflecting its role in shaping a company’s leadership and long-term direction.

What is RUPS?

The General Meeting of Shareholders / GMS (Rapat Umum Pemegang Saham / RUPS) is a crucial corporate event that plays a vital role in ensuring transparency, accountability, and sound strategic decision-making.  

It is a forum where shareholders engage with the company’s leadership to review and exercise their voting rights on key corporate matters, including: 

  1. Annual company report and financial statements. 
  2. Appointment of public accountant and public accountant office (Kantor Akuntan Publik / KAP) for the current year.
  3. Rights Issue
  4. Share repurchase (stock buyback)
  5. Approval to transfer and/or pledge company assets
  6. Amendments to the Articles of Association.
  7. Appointment of directors and commissioners.
  8. Approval of mergers, acquisitions, or corporate restructuring.
  9. Company dissolution.
  10. Filing for bankruptcy.
  11. Extension of the Company’s Establishment Period.

When Should RUPS Be Held?

Based on Law Number 40 Year 2007 concerning Limited Liability Company, there are 2 (two) prime time for conducting the meeting:   

  1. Annual GMS (RUPS Tahunan):  It must be conducted once per year, within six months after the fiscal year ends. This ensures compliance with governance regulations and allows shareholders to review the company’s performance and financial statements. 
  2. Extraordinary GMS (RUPS Luar Biasa):  It can be held at any time throughout the year whenever urgent or strategic decisions need to be made. Unlike the annual meeting, this type of meeting is not bound by a fixed schedule and is convened based on necessity. 

Consequences of Non-Compliance

Failure to conduct RUPS Tahunan within specified timeframe can result in administrative sanctions under Financial Service Authority Regulation (Peraturan Otoritas Jasa Keuangan / POJK) Number 15/POJK.04/2020 concerning the Planning and Implementation of Public Company Shareholder Meetings.  

Sanctions may include: 

  1. Written warnings.
  2. Fines (monetary penalties).
  3. Business activity restrictions.
  4. Suspension of business activities.
  5. Revocation of business licenses.
  6. Cancellation of approvals; and/or
  7. Cancellation of registrations.

Preparation for Conducting RUPS

  1. Shareholder Notification/Announcement: A notice must be sent to all shareholders at least 14 days before the meeting via registered mail or newspaper advertisement.
    It must include information regarding the date, location, time, agenda, and availability of meeting materials at the company’s office. 
  2. Quorum Achievement: The quorum requirement varies depending on the agenda, such as ordinary resolutions, amendments to the Articles of Association, or corporate actions.
    Without the required quorum, decisions cannot be legally enforced, delaying important corporate decisions.
  3. Legal Documentation: Meeting resolutions must be documented through Minutes of Meeting (MoM/Risalah Rapat).
    Alternatively, resolutions may be signed by the chairman of the meeting and at least 1 appointed shareholder during the meeting.
    Without proper documentation, the meeting is considered invalid and legally nonexistent. As a result, any decisions or resolutions made during the meeting cannot be implemented or enforced, potentially leading to legal and operational complications for the company.

Virtual Meetings

With technological advancements, many companies are shifting towards virtual formats, enabling shareholders to participate remotely via: 

  1. Video conferencing.
  2. Teleconferencing. 
  3. Other digital platforms.

The implementation of virtual method is specifically regulated under the Financial Services Authority Regulation of the Republic of Indonesia Number 16/POJK.04/2020 concerning the Electronic Implementation of General Meetings of Shareholders for Public Companies.

This modern approach offers several benefits: 

  • Improved Accessibility:  Shareholders from different locations can attend without travel constraints. 
  • Wider Shareholder Engagement:  Encourages participation from all investors, regardless of geographic limitations. 

Let Us Help Prepare RUPS for Your Company

The Annual General Meeting of Shareholders (RUPS) is essential to corporate governance, ensuring shareholders’ participation in strategic decision-making. With expert guidance and professional support, companies can conduct RUPS efficiently, fostering transparency, accountability, and long-term business success. 

Contact us today to ensure a seamless and compliant RUPS process for your company! 

Let us help you prepare RUPS

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Kompleks Menteri, Kuningan
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