KSEI Introduces the Requirements and Mechanism of E-Proxy for E-GMS

On March 26, 2020, the Indonesian Financial Service Authority (“OJK”) has issued Circular Letter No. S-92/D.04/2020 dated March 18, 2020 on the Relaxation on the Report Obligation and the Implementation of General Meeting of Shareholders (“GMS”) (such letter, “OJK Letter 92/2020”) which governs, among others, the implementation of the electronic GMS (“e-GMS”). We have previously discussed such letter in our previous newsflash on OJK Letter 92/2020.

As a follow up to OJK Letter 92/2020, on April 3, 2020, the Indonesia Central Securities Depository (Kustodian Sentral Efek Indonesia or “KSEI”) issued Letter No. KSEI-4164/DIR/0420 on the Enforcement of the KSEI Electronic General Meeting System (eASY.KSEI) Facility as a Mechanism for Electronic Authorization in the Process of GMS for Issuers Which Are Public Companies Whom Shares Are Stored in the Collective Depository of KSEI (“KSEI Letter No. 4164”). In KSEI Letter No. 4164, KSEI elaborated several points related to the technical implementation of e-GMS and electronic authorization (“e-Proxy”).

Below are the key points from KSEI Letter No. 4164 on the implementation of e-GMS and e-Proxy.

  • KSEI System for E-GMS

KSEI has provided a system in order to facilitate the holding of the e-GMS under the name of “eASY.KSEI” which consists of 2 (two) stages of implementation, namely:

  1. E-Proxy, is a system that facilitates and integrates the power of attorney from the shareholders to the authorized recipients electronically; and
  2. E-Voting, is a system that facilitates the attendance and voting process of voting in a e-GMS to enable the shareholders to participate in the GMS without the need for physical presence.
  • E-Proxy Mechanism

Public Companies are required to provide alternative for the provision of power of attorney for its shareholders so that it can be carried out electronically by using e-Proxy in eASY.KSEI, with the following conditions:

  • Public Companies that intend to hold a GMS after the date of this KSEI Letter No. 4164 (April 3, 2020) with the date of GMS invitation after April 20, 2020, must note the following:
    • In the event that the GMS announcement has been made to the shareholders through a Public Company’s website, Indonesian Stock Exchange (“IDX”), or mass media before April 20, 2020 and the GMS invitation is scheduled between April 21, 2020 and May 13, 2020 – such GMS announcement that has been announced must be put into eASY.KSEI no later than 1 (one) day before the date of the said GMS announcement; and
    • In the event that the GMS announcement is made on April 20, 2020 and onwards, then a Public Company is required to input the GMS announcement into eASY.KSEI on the same day with the GMS announcement.
  • Public Companies that intend to hold a GMS after the date of this KSEI Letter No. 4164 (April 3, 2020) with the date of GMS invitation before April 20, 2020 (along with the 2nd and 3rd GMS, as applicable) are only required to use e-Proxy in the eASY.KSEI for the next GMS.
  • Required Document and Information for E-Proxy

Public Companies are required to carry out the following actions and to submit certain information and documents, in order to use eASY.KSEI:

  • Filling out and submitting the form of power of attorney/appointment of an authorized official (using the format provided in the Attachment 2 of KSEI Letter No. 4164) to update the information of the following proxies:
    • Who will represent the said Public Company in signing the Equity-Type Securities Registration Agreement between the said Public Company and KSEI including any of its amendments (categorized as Group A in the form); and
    • Who will represent the said Public Company in signing any documents, provide instructions, and carry out other activities relating to the registration of Equity-Type Securities to KSEI, the implementation of Corporate Actions of the said Public Company, as well as who will be responsible over the access to the KSEI system, including eASY.KSEI (categorized as Group B in the form).

If the individuals mentioned in the Group A in the form is the individuals appointed based on the power of attorney from the board of directors of the said Public Company, a copy of such power of attorney must be submitted to KSEI.

  • Submitting corporate deeds stipulating: (i) the latest management (board of directors and board of commissioners) composition along with its evidence of notification to the Ministry of Law and Human Rights (MOLHR) and (ii) the current articles of association along with the evidence of approval for its amendments by MOLHR;
  • Providing information on the nearest intended GMS including the date of the relevant GMS announcement and invitation;
  • Signing Equity-Type Securities Registration Agreement with KSEI (using the format provided in the Attachment 3 of KSEI Letter No. 4164), by the authorized individual in accordance with the power of attorney/appointment as mentioned in point (a) above;

The documents/information as mentioned in point (a) to point (d) above shall be submitted to KSEI with the following manners:

  1. Scanned documents for point (a) to point (c) shall be delivered via email to KSEI on: peksei.co.id and ubakum@ksei.co.id no later than April 17, 2020;
  2. The original document for point (a) shall be delivered to KSEI at the latest every Friday until 11:00 West Indonesian Time Zone (WIB) before the date of the RUPS, addressed to Securities Management Unit of KSEI; and
  3. For Equity-Type Securities Registration Agreement, it shall be delivered to the said Public Company in physical form, and to be signed and returned to KSEI in the form of a scanned file no later than 5 (five) business days before the said Public Company holds the relevant GMS. The physical form of the said agreement must be returned to KSEI no later than 11.00 WIB of the next Friday after the said GMS being held.

KSEI will issue a separate letter or announcement stipulating the requirements and mechanism of the use of e-Voting in eASY.KSEI system.

 

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April 9, 2020

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