Meanly of GMS
UnderLaw Number 40 of 2007 on Limited Liability Company (“Company Law“), in Article 1 number 4, General Meeting of Shareholder, hereinafter called the GMS means the Company Organ which has authority that is not given to the Board of Directors or the Board of Commissioner within limits specified in this Company Law and/or the articles of association. Provisions onGMS are set out in the Company Law, in chapter VI General Meeting of Shareholders from Article 75 to Article 91.
Shareholders are entitled to obtain information related to the company from the Board of Directors or the Board of Commissioners in so far as it is connected to the agenda of the GMS and does not conflict with the Company’s interest. Other meeting agenda is not allowed to be approved by GMS, unless all of the shareholders who are present or represented approving the additional of the meeting agenda.
Place and ways of organizing GMS
GMS shall be held in the Company’s domicile or in the place where the company does its main business as specified in the article of association. The GMS of listed companies shall be held in the domicile of the stock exchange where the company’s shares are listed. The place where GMS will be held must be located in the territory of the Republic of Indonesia.
GMS may also be held by teleconference, video conference, or other instruments for electronic media which makes it possible for all of the participants in the GMS to directly see and hear each other and to participate in the meeting. Any GMS held by teleconference, video conference, or other instruments for electronic media must have minutes of meeting which are approved and signed by all of the GMS’ participants.
GMS consists of Annual GMS and Other GMS. Annual GMS shall be held within the period of not more than 6 (six) months after the financial year ends. In the Annual GMS, all of the company’s documents and annual report must be submitted. Other GMS may be hold at any time based on Company’s interest.
The request and invitation for GMS
GMS may be convened by the request of one or more shareholders who jointly represent 1/10 (one tenth) or more of the total number of shares with voting rights submitted to the Board of Directors by registered letter accompanied by the reasons thereof and a copy sent to the Board of Commissioners. The Board of Director shall issue invitation to the GMS not more than 15 (fifteen) days as from the date on which the request for the GMS to be convened was received. In the event that Board of Directors does not issue invitation to the GMS, the request for the GMS shall be resubmitted again to the Board of Commissioners, the Board of Commissioners shall issue invitation to the GMS not more than 15 (fifteen) days as from the date on which the request for the GMS to be convened was received.
In the event that the Board of Directors or the Board of Commissioners does not issue invitation to the GMS, the shareholder may submit an application to the Chief Judge of the District Court whose jurisdiction covers the Company’s domicile to issue a court order granting the applicant permission to issue invitations to the GMS by themselves.
Invitation to the GMS shall be issued within a period no later than 14 (fourteen) days before the date on which the GMS is held, excluding the date of the invitation and the date of the GMS. Invitation to the GMS may be issued by Registered Letter and/or by an advertisement in newspapers. In the invitation, it must state the date, time, place, and agenda items, accompanied by a notice that the materials to be discussed in the GMS will be available in the Company’s office from the date on which the invitation to the GMS was issued to the date on which the GMS is held.
Maria Amanda
