Client Newsflash

Minister of State-Owned Enterprises Prohibits Souvenir Gifting

The Minister of State-Owned Enterprises (the “Minister”) issued Minister Letter No. SE-8/MBU/12/2019 dated December 5, 2019 on Prohibition for Gifting of Souvenirs or the Likes (the “Circular Letter”). The Circular Letter is addressed to the Board of Directors, Board of Commissioners, and Board of Supervisors of State-owned Enterprises (“SOE”). The Circular Letter is intended to create efficiency for and to be the embodiment of the good corporate governance principles (“GCG”) within SOEs, both in the form of State-Owned Limited Liability Companies (“Persero) and Public Service Companies (Perusahaan Umum orPerum). The Circular Letter shall be applicable to Perseros and Perums as defined by Law No. 19 of 2013 dated June 19, 2003 on SOE (the “SOE Law”) that were defined as follows:

  • Persero:

Persero is an SOE that is in the form of a limited liability company which capital is divided in shares which is completely or at least 51% owned by the state, whose main purpose is to gain profit.

  • Perum:

Perum is an SOE which capital is owned completely by the state and is not divided in shares, which purpose is for public benefit by providing high-quality goods and/or services as well as to gain profit based on corporate governance principles.

The Minister, through the Circular Letter, requests Perseros and Perums to not give souvenirs or similar items to anyone when holding any General Meeting of Shareholders (“GMS”) (for Perseros) and Joint Discussion Meetings (“JDM”) (for Perums). However, such prohibition is not applicable to publicly listed Perseros only for the purpose of ensuring the fulfillment of the GMS quorum while still considering fairness and the interest of the company.

It should also be noted that in a GMS or JDM, the state would be represented by a government official as authorized by the Minister. In this regard, this Circular Letter implements the provision of the Minister Regulation No. PER-01/MBU/2011 of 2011 dated August 1, 2011 on the Application of GCG on SOEs as amended by Minister Regulation No. PER-09/MBU/2012 dated July 6/2012, which already prohibit members of the Board of Commissioners of Perseros, Board of Supervisors of Perums, Board of Directors of Perseros and Perums, and employees of SOEs to give, offer, or receive, both directly and indirectly, something of value to or from customers or Government officials to influence or as a reward over their conducts, in accordance with the provision of the laws.

 

January 6, 2020

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