[Last updated: 1 January 2024, unless otherwise noted]

Periodic reporting obligations

Listed companies are required to submit periodic reports to the OJK and the IDX, including:

• An annual report, that is to be submitted no later than four months after the end of the financial year of the listed company. If the annual report is made available to shareholders before the deadline, the annual report must be submitted to the OJK on the day it becomes available to the shareholders. The annual report must be prepared in two languages, one being the Indonesian language and the other one being English.
• Consolidated financial statements consisting of:
  • An annual financial report audited by an accountant registered with the OJK, to be submitted not later than three months after the date of the report.
  • Any of the following mid-year reports: (a) a mid-year report (unaudited), to be submitted not later than one month after the date of the report; (b) a mid-year report with limited review by an accountant registered with the OJK, to be submitted not later than two months after the date of the report; or (c) a mid-year report audited by an accountant registered with the OJK containing a full opinion on the fairness of the report, to be submitted not later than three months after the date of such report.
  • Quarterly reports, the preparation of which is required by the rules of the IDX, to be submitted to the IDX not later than one month after the date of the report for a non-audited report, two months after the date of the report for a limited audit report, and three months after the date of the report for a fully audited report.
• An explanation of the use of proceeds as stated in the prospectus, or as modified with the approval of a general meeting of shareholders, which will be made in a report that covers the use of net proceeds from the initial public offering every six months until the proceeds have been used.

Non-periodic reporting obligations

Listed companies are also required to disclose to the public and report to the OJK and the IDX any material information or facts (Material Information or Facts) as soon as possible but in any event no later than two business days after the Material Information or Facts occur. Material Information or Facts is defined as important and relevant information or facts regarding events, occurrences or facts that may affect:

• The valuation of the price of securities at the market organizer in the capital markets.
• The assessment of the price of securities by capitalists, investors, prospective capitalists or prospective investors or other parties that are interested in such events, occurrences or facts.
• The decision of capitalists, investors, prospective capitalists or prospective investors or other parties that are interested in such events, occurrences or facts.

Material Information or Facts may consist of, among other things, merger, acquisition, consolidation, stock split, stock dividend, change in management, labor disputes, replacement of a public accountant or replacements of a trustee and material legal claims.

Reporting obligations related to corporate actions

Listed companies that undertake material corporate actions (unless specifically exempted by the OJK rules) must do one of the following:

• Where the material transaction has a value of more than 50% of the company's equity, among other things, obtain a fairness opinion/valuation report from independent party, make a disclosure of information on the corporate actions, report to the OJK as well as obtain the approval of a general meeting of shareholders.
• Where the material transaction has a value of between 20% and 50% of the company's equity, among other things, obtain a fairness opinion/valuation report from independent party, announce such corporate actions to the public and report to the OJK.

 Listed companies that undertake corporate actions that are considered as affiliated party transactions (transactions with an affiliated party) must do one of the following:

• Obtain a fairness opinion/valuation report from independent party, make a disclosure of information on the corporate actions and report to the OJK.
• To the extent a corporate action is, among other things: (i) an affiliated party transaction which is also a material transaction or (ii) a conflict of interest transaction (whether such transaction is done with the affiliated party or not), obtain the approval of the independent shareholders in a general meeting of shareholders in addition to making disclosure of the information to the public and reporting to the OJK.

In addition, if listed companies were to issue new shares, either with or without pre-emptive rights, the companies must issue a circular to their shareholders and make a disclosure of information on the corporate actions in that circular and obtain the approval of a general meeting of shareholders.

Shareholding reporting obligations

Under the Indonesian Capital Market Law (Law No. 8 of 1995 as last amended by Law No. 4 of 2023 on the Development and Strengthening of the Financial Sector) and OJK Rule No.11/POJK.04/2017 on Reporting of Share Ownership in Public Companies (OJK Rule 11/2017), (i) each director or commissioner of a public company holding any shares, directly or indirectly, in that public company; or (ii) each Party that has direct or indirect ownership of a minimum of 5% of the paid up capital in the public company (Reporting Party), must report to the OJK within 10 calendar days the ownership and the changes of ownership of shares in the public company after the transaction date. The report must also be submitted after there is a change by at least 0.5% of the paid up capital of the public company in the Reporting Party's share ownership in that public company.

Under OJK Rule 11/2017, the report can also be submitted by another party who is authorized in writing by the Reporting Party through a Power of Attorney (POA). OJK Rule 11/2017 does not set a limitation on the parties that can be appointed as the proxy. Thus, an individual or a legal entity, as long as they are appointed based on a POA, can be authorized as the attorney of the Reporting Party. The report made by the proxy must be submitted to the OJK at the latest five calendar days after the Reporting Party comes to hold the shares or after there is a change by at least 0.5% of the paid up capital of the public company in the Reporting Party's share ownership.

Under OJK Rule 11/2017, if a direct/registered shareholder is not the ultimate beneficial owner (UBO) of the shares, both the direct/registered shareholder and the UBO of the shares must submit reports to the OJK. The submission of the report by the registered owner will not eliminate the obligation of the UBO to submit its report (and vice versa). In addition, if the UBO holds the shares through various layers of entities, each entity must also submit reports to the OJK (noting that all of these reports are duplicative as they are disclosing the same share ownership).

OJK Rule 11/2017 provides a template to be used for the shareholding reporting to the OJK. The report should, at a minimum, contain the following information:

• Name, address and nationality of the Reporting Party.
• Name of the public company whose shares are owned by the Reporting Party.
• Number of shares and percentage of shares, both before and after the transaction.
• Number of shares purchased or sold.
• Purchase or sale price per share.
• Date of transaction.
• Purpose of transaction.
• Shares ownership status (direct or indirect).

Insider trading

Insider trading, fraud and market manipulation of securities are prohibited under Indonesian capital markets laws. Any transaction found to have involved insider trading, fraud or market manipulation may be cancelled or suspended by the IDX, or the OJK may suspend or revoke the license of the capital market supporting institutions and supporting professionals involved. A party that (i) engages in conduct that could affect other parties' decisions on whether or not  to purchase or sell the securities in question, or (ii) provides any inside information to any party who reasonably could use such information to purchase or sell the securities, is liable for the loss incurred and faces a fine of up to IDR 150 billion (approximately US$9.75 million) and imprisonment for up to fifteen years.