ProdukHukum Perdagangan
(Government Regulation No. 13/1998, dated January 17, 1998)
THE PRESIDENT OF THE REPUBLIC OF INDONESIA
Considering :
a. that the economic development and world trade have brought about ever increasing trade competition so that it is deemed necessary to take several measures to step up PERUM’s competitive power and business development; b. that in the context of stepping up competitive power and business development
it is deemed necessary to emphasize more extensive autonomy in the management of PERUM under its control;
c. that to this end, it is deemed necessary to improve provisions on PERUM through a Government Regulation;
In view of :
1. Article 5, paragraph (2), and Article 33 of the 1945 Constitution;
2. Indonesian Corporate Code (Statute Book of 1927 No. 4191 as amended and supplemented, lastly by Law No. 12/1955 (Statute Book of 1955 No. 49, Supplement to Statute Book No. 850);
3. Law No. 9/1969 on the Stipulation of Government Regulation Substituting Law No.1/1969 (Statute Book of 1969 No. 16, Supplement to Statute Book No. 1890) on Types of State Corporation, which becomes a Law (Statute Book of 1969 No. 40, Supplement to Statute Book No. 2904);
DECIDES:
To stipulate :
(2)
CHAPTER 1
GENERAL PROVISIONS
Article 1
In this Government Regulation, what is meant by :
1. Public Corporation, hereinafter referred to as PERUM, is a State-owned corporation as stipulated in Law No. 9/1969, the entire capital of which is owned by the State, in the form of State assets which are separated and not divided into shares.
2. Minister of Finance is the Minister representing the government in every participation of State assets, which shall be separated for inclusion in PERUMN.
3. Board of Directors is PERUM’s organ, responsible for PERUM’s management in the interests and objectives of PERUM and representing PERUM in or out of court.
4. Supervisory Board is PERUM’s organ which supervises and advises the Board of Directors in carrying out PERUM’s operational management.
5. Minister is the Minister whose scope of duties and authority embraces PERUM’s field of business.
Article 2
1. PERUM’s purposes and objectives are to run business aiming at public interests in the form of providing goods and/or services of good quality and concurrently seeking profits by virtue of corporate management principles. 2. To support the financing of operations in the context of obtaining its purpose
and objectives as intended in paragraph (1), with the Finance Minister’s approval, PERUM can perform certain business activities relevant to its business field and/or take part in capital participation in other business corporations.
(3)
Article 3
(1)The Finance Minister shall administer every administration of State capital participation in PERUM.
(2)The Finance Minister shall stipulate policy for developing PERUM’s business, and delegates authority for daily implementation of his policy to the Minister. (3)The policy intended in paragraph (2) shall be stipulated in accordance with the
purpose and objectives of the PERUM’s concerned.
(4)For developing the PERUM as indicated in paragraph (3), the Finance Minister and the Minister can meet at anytime as deemed necessary.
(5)The administering of State capital participation as meant in paragraph (1) and the policy for developing business as meant in paragraph (2) shall be exerted by the Director General for the Development of State-Owned Corporations.
Article 4
The Finance Minister and/or the Minister are/is responsible for all the consequences of legal actions taken by PERUM and for PERUM’s losses which exceed the value of the State assets separated and put into PERUM, unless :
a. The Finance Minister and/or the Minister with ill will directly or indirectly take/takes advantages from PERUM in their/his own personal interests exclusively.
b. The Finance Minister and/or the Minister are/is involved in illegal actions taken by PERUM; or
c. The Finance Minister and/or the Minister are/is directly or indirectly make/makes use of PERUM’s assets against the law.
(4)
Article 5
PERUM shall be domiciled in the territory of the Republic of Indonesia which shall be stipulated in the Articles of Association.
Article 6
PERUM shall be established for a period of time stipulated in the Articles of Association.
CHAPTER II
ESTABLISHMENT AND ARTICLES OF ASSOCIATION
First Part Establishment
Article 7
PERUM shall be established by virtue of a Government Regulation
Article 8
The Government Regulation indicated in Article 7, shall at least contain : a. stipulation of PERUM’s establishment;
b. stipulation of the value of the State assets which are separated for participation in PERUM’s capital;
c. PERUM’s Articles of Association;
d. Appointment of the Finance Minister as representative of the government and delegation of authority by the Finance Minister to the Minister in implementating the daily development of PERUM as intended in Article 3, paragraph (2).
(5)
(1)Every amendment to the participation of the State capital as meant in article 8 shall be stipulated in a Government Regulation;
(2)The amendment of the State capital as indicated in paragraph (1) covers addition and deduction of the participation of the State capital.
Second Part Articles of Association
Article 10
The Articles of Association contains at least : a. name and domicile of PERUM
b. purpose and objectives and line of business of PERUM; c. life time of PERUM;
d. structure and number of Board of Directors, of Supervisory Board;
e. stipulation of procedures for holding meetings of board of Directors, of Supervisory board of Board of Directors and/or Supervisory Board with the Finance Minister and the Minister.
Article 11
(1)Amendment to Articles of Association shall be stipulated in a Government Regulation.
(2)The amendment to Articles of Association as meant in paragraph (1) comes into effect as form the date of stipulation of Government Regulation on Amendment to PERUM’s Articles of Association.
(6)
Article 12
(1)The issuing of obligations in the context of recruiting public funds by PERUM shall be stipulated in a Government Regulation.
(2)PERUM shall inform of its plan for issuing obligations as meant in paragraph (1) to certain creditors.
Article 13
(1)The deduction of participation of the State capital by PERUM which recruits public funds as meant in Article 12, paragraph (1), shall be notified to the creditors before it is stipulated in a Government Regulation in conformity with the provisions of Article 9.
(2)The deduction of capital participation as intended in paragraph (1) shall not inflict third party’s interests.
CHAPTER III USING PROFITS
Article 14
(1)Every fiscal year, PERUM shall put aside a certain amount from its net profits for reserves of objectives, depreciations, and other reasonable reductions. (2)45% of the balance of the amount set aside from the net profits as meant in
paragraph (1) shall be used for :
a. general reserve until it reaches at least twice of the subcribed scapital; b. social and educational funds;
c. returns of production;
d. contribution for pension funds; and e. donation and contribution for indemnity
(7)
Article 15
(1)The whole net profits, after deduction is made from the amount set aside as intended in Article 14, shall be disbursed as Overall Development Funds. (2)The Overall Development Funds, which the State is entitled to, shall be paid to
the State’s General Treasurer soon after the Annual Report is ratified in accordance with the provisions stipulated in this Government Regulation.
CHAPTER IV BOARD OF DIRECTORS
Article 16
(1)The management of PERUM is carried out by the Board of Directors.
(2)The members of the Board of Directors are 5 (five) persons, one which is designated as President Director.
(3)The adding of the members of the Board of Directors exceeding the number of Directors as indicated in paragraph (2), shall be carried out with approval from the President.
(4)Those capable of being appointed as Directors are individuals meeting the criteria of expertise, integrity, leadership, experience and good conduct, with dedication to develop business for the progress of the corporation.
(5)In addition to the conditions indicated in paragraph (4), those capable of being appointed as Directors are individuals who are qualified to take legal actions and who have never been declared bankrupt or who once became members of Board of Directors, Commissioners of Supervisory Board, who were declared guilty, and who caused a corporation or PERUM to have been declared bankrupt.
(8)
Article 17
(1)Members of the Board of Directors shall be appointed and release by the Minister of Finance by virtue of recommendation from the Minister.
(2)Members of the Board of the Directors shall be appointed for 5 (five) years’terms of office, and can be re-appointed.
Article 18
(1)The Finance Minister after learning from the Minister’s opinion, can discharge a member of the Board of Directors before termination of his terms of office, if based on facts, the member of the Board of Directors :
a. does not perform his duties well;
b. does not implement the provisions contained in the legislations and/or the provisions stipulated in the Regulation on the Establishment of PERUM; c. is involved in an action inflicting PERUM;
d. is sentenced into imprisonment because of committing crime and/or mistakes in relation to the management of the corporation.
(2)The Decision on the Discharge as meant in paragraph (1) shall be made after the person concerned is given opportunity to defend himself.
(3)With the Decision as meant in paragraph (2), his position as a member of Board of Directors terminates.
Article 19
(1)The regulation on the job description and authority of a member of Board of Directors and the amount and kinds of remuneration of the Board of Directors, is stipulated by the Finance Minister.
(2)The Finance Minister’s authority as intended in paragraph (1) can be delegated to the Minister.
(9)
The Board of Directors is fully responsible for PERUM’s management in the interests and objectives of PERUM, and represent PERUM in and out of court.
Article 21
(1)Every member of the Board of Directors reserve the right to represent PERUM, unless otherwise stipulated in the Articles of Association.
(2)A member of the Board of Directors is not authorized to represent PERUM, if : a. there is a lawsuit before the court between PERUM and the member of the
Board of Directors himself;
b. the member of the Board of Directors has an interest contrary to PERUM’s interest.
(3)In the Articles of Association, the person who reserves the right to represent PERUM shall be stipulated, whenever a situation as intended in paragraph (2) prevails.
(4)In case the Articles of Association do not stipulate the provisions indicated in paragraph (3), the Minister of Finance shall represent PERUM.
Article 22
(1)In performing its duties, the Board of Directors shall pay full attention and devotion to the duties, obligations and achievement of PERUM’s objectives. (2)A member of the Board of Directors is forbidden to hold another position as
mentioned below :
a. President Director ar Director of a State-Owned Corporation, a Regional Government-Owned Corporation, a private company or another position relating to the management of a company.
(10)
b. another structural and functional position in an institution/agency of the central and regional governments.
c. another position as stipulated in the Regulation on the Establishment of PERUM an in the legislations in force.
Article 23
The Board of Directors shall maintain minutes of meeting and PERUM’s accounting records.
Article 24
Procedures of sales, transfers of ownership, or imposition on PERUM’s fixed assets, the receiving of middle/long term loans and the granting of loans through whatever kinds of forms and methods without seeking repayments, and the writing off of accounts receivable and stock of goods by PERUM from its accounting records, shall be stipulated by Minister of Finance.
Article 25
(1)The Board of Directors can only submit a request to the District Court for the declaration of PERUM’s bankruptcy with approval from the Minister of Finance.
(2)If bankruptcy occurs because of the Board of Directors’ mistakes or negligence and PERUM’s assets fail to overcome the possibility resulting from the bankruptcy, every member of the Board of Directors shall be mutually responsible for the losses.
(3)Members of the Board of Directors who can prove that the bankruptcy is not due to their faults or negligence, are not mutually responsible for the losses.
(11)
(1)The Board of Directors shall prepare a Long Term Plan which constitutes a strategic plan containing PERUM;s targets and objectives to be obtained in a 5 (five) year period.
(2)The long term plan as intended in paragraph (1) shall at least contain : a. evaluation of implementation of the previous Long Term Plan; b. PERUM’s present position;
c. the assumptions used in preparing the Long Term Plan;
d. stipulation of the targets, strategy, policies and work program of the Long Term Plan.
(3)The Design of the Long Term Plan already signed jointly with by the supervisory Board shall be submitted to the Minister of Finance through the Minister for legalization.
(4)The legalization by the Finance Minister as indicated in paragraph (3) shall be carried out after being discussed jointly with the Minister.
(5)The form, contents and procedure for the preparation of the Long Term Plan as arranged in paragraphs (1) and (2) shall be stipulated by the Finance Minister.
Article 27
(1)The Board of Directors shall prepare a Work Plan and Corporate Budget as the annual specifications of the Long Term Plan.
(2)The Work Plan and The Corporate Budget shall be submitted to the Finance Minister through the Minister, at the latest 60 (sixty) days before the start of the fiscal year, for legalization.
(3)The Work Plan or Corporate Budget concerned shall be legalized by the Finance Minister at the latest 30 (thirty) days after the start of the fiscal year. (4)In case the Work Plan and Corporate Budget have not yet been legalized as
(12)
considered lawful for implementation as far as they meet the provisions on the procedures for preparation of the Work Plan and Corporate Budget.
(5)The authority of legalizing the Work Plan and Corporate Budget as meant in paragraph (2) can be delegated by the Finance Minister to the Minister.
(6)The form, content and procedure for preparing the Work plan and Corporate Budget shall be stipulated by the Finance Minister.
Article 28
Within 5 (five) months after the closing of PERUM’s fiscal year, the Board of Directors shall submit an annual report to the Finance Minister and the Minister, which contains at least :
a. annual calculation consisting of balance sheet of the pre fiscal year and calculation of profit/loss of current fiscal year and explanation of the documents concerned;
b. report on PERUM’s situation and performance and the results achieved; c. PERUM’s main activities and amendments during fiscal year;
d. specifications of problems arising during fiscal year which affect PERUM’s operations;
e. names of Board of Directors and Supervisory Board.
f. salaries and other allowances of the Board of Directors and Supervisory Board.
Article 29
(1)The Annual Report shall be signed by all members of the Board of Directors and the Supervisory Board, and shall be submitted to the Finance Minister and the Minister.
(2)If one or more members of the Board of Directors or Supervisory Board does/do not sign the annual report as meant in paragraph (1), the reasons shall be mentioned in writing.
(13)
(1)The annual calculation shall be made in accordance with the Finance Accountancy Standard.
(2)If the Finance Accountancy Standard as meant in paragraph (1) cannot be implemented properly, the explanation and reasons shall be mentioned in writing.
Article 31
(1)The Board of Directors shall submit the annual calculation to the Supervisory Body of Financial and Development Affairs (BPKP) or Public Accountant designated by the BPKP for auditing purposes.
(2)For PERUM which recruits public funds, the audit of annual calculation shall be carried out by Public Accountant.
(3)The report on the results of audit by public accountant as meant in paragraphs (1) and (2), shall be submitted in writing to the Finance Minister for legalization.
(4)In case the obligation as meant in paragraphs (1) and (2) is not met, the legalization of the annual calculation cannot be carried out.
(5)The annual calculation as meant in paragraphs (1) and (2) after receiving a legalization from the Finance Minister, shall be announced in daily newspapers.
Article 32
(1)The approval of annual report and legalization of annual calculation shall be given by the Finance Minister.
(2)In case the documents of annual calculation prepared turn out to be incorrect and/or misleading, the members of the Board of Directors and Supervisory Board are mutually responsible for the mistakes to the inflicted party.
(14)
(3)The members of the Board of Directors and Supervisory Board are freed from the responsibility as meant in paragraph (2) if the mistakes proved to haven’t been due them.
Article 33
The Board of Directors shall submit regular reports to the Supervisory Board, with copies to tha Finance Minister and the Minister.
CHAPTER V
THE SUPERVISORY BOARD
Article 34
(1)In every PERUM a Supervisory Board shall be set up.
(2)The Supervisory Board with good faith and full responsibility shall perform their duties in the interests and objectives of PERUM.
Article 35
The Supervisory Board is in charge of exerting supervision over PERUM’s management by the Board of Directors including the implementation of the Work Plan and Corporate Budget, the provisions in the Regulation on PERUM’s Establishment, the policies stipulated by the Finance Minister and the guidelines prepared by the Minister in the context of elaborating those policies, the provisions of the legialations in force, and giving advices to the Board of Directors in the implementation of PERUM’s management.
Article 36
(15)
Directors.
b. follow PERUM’s development, give opinion and suggestions to the Minister and Finance Minister corncerning every problem deemed necessary for PERUM’s management.
c. report immediately to the Minister and Finance Minister if there is a phenomenon of the decline of PERUM’s performance.
d. carry out other supervisory duties stipulated in the Regulation on PERUM’s Establishment.
e. give advices to the Board of Directors in implementing PERUM’s management.
(2)The Supervisory Board shall report the implementation of their duties as meant in paragraph (1) to the Minister and Finance Minister periodically and at any time if deemed necessary.
(3)The forms, contents and procedures for submitting the reports are stipulated by the Finance Minister.
Article 37
Those capable of being appointed as members of Supervisory Board are individuals who shall :
a. have dedication, know the problems of corporate management, and have enough time to perform their duties; and
b. be qualified to take legal actions and have never been declared bankrupt or who once becames members of Board of Directors, Commissioners or Supervisory Board, who were declared guilty, and who caused a corporation or PERUM to have been declared bankrupt.
(16)
Article 38
PERUM’ Supervisory Board shall consist of officials from the technical Department concerned, Finance Department and other Departments/institutions whose activities are relevant to PERUM, or other officials proposed by the Minister.
Article 39
(1)Members of the Supervisory Board shall be appointed and released by the Finance Minister by virtue of the Minister’s recommendation.
(2)Members of the Supervisory Board shall be appointed for terms of office similar to the members of the Board of Directors, and can be re-appointed. (3)The appointment of members of Supervisory shall not be simultaneous with
the members of the Board of Directors.
Article 40
The number of members of the Supervisory Board shall be adjusted to PERUM’s need, at least 2 (two) persons, and one of them shall be appointed as chairman of the Supervisory Board.
Article 41
(1)the Finance Minister after learning from the Minister’s opinion, can discharge a member of the Supervisory Board before termination of his terms of office, if based on facts, the member of the Board of Directors :
a. does not perform his duties well;
b. does not implement the provisions contained in the legislations and/or the provisions stipulated in the Regulation on the Establishment of PERUM; c. is involved in an actions inflicting PERUM; or
(17)
(2)the decision on the discharge as meant in paragraph (1) shall be made after the person concerned is given opportunity is defend himself.
(3)With the decision as meant in paragraph (2), his position as a member of the Supervisory Board terminates.
Article 42
(1)In performing their duties and obligations, PERUM’s Supervisory Board have the following authorities :
a. to examine the books, letters, and other documents, to examine the cash for verifying purposes and to examine PERUM’s assets;
b. to enter the yard, building and office used by PERUM;
c. to ask for explanations from the Board of Directors regarding all problems relating to PERUM’s management;
d. to ask the Board of Directors and/or other officials with the knowing of the board of Directors to attend meetings of PERUM’s Supervisory Board; e. to attend the Board of Directors’ meetings and to give opinions on the
matters under discussion.
f. by virtue of the Articles of Association, to give approval of assistance to the Board of Directors in taking certain legal measures.
g. by virtue of the Articles of Association or the Resolution of Joint Discussion Meeting, to take PERUM’s managerial measures in case the board of Directors are not available.
h. to temporarily discharge the Board of Directors by mentioning the reasons. i. to do other things deemed necessary as arranged in PERUM’s Articles of
Association.
(2)The procedures of temporarily releasing the Board of Directors as indicated in paragraph (1), letter h, shall be arranged further by the Finance Minister.
(18)
Article 44
To help smoothen the implementation of the Supervisory Board, the Finance Minister can appoint a secretary to the Supervisory Board at PERUM’s expense.
Article 45
All the expenses required in the context of implementing of the Supervisory Board’s duties, shall be borne by PERUM and shall be stated clearly in the Work Plan and Corporate Budget.
CHAPTER VI
INTERNAL SUPERVISORY UNIT
Article 46
(1)In every PERUM an Internal Supervisory Unit which is the corporation’s Internal Supervisory Unit, shall be set up.
(2)The Internal Supervisory Unit as meant in paragraph (1) is lead by a Head who reports to the President Director.
Article 47
(1)the Internal Supervisory Unit shall be in charge of assisting the President Director in the implementation of an internal examination of PERUM’s finance and operations and in the evaluation of PERUM’s control, management and performance, and in giving suggestions for improvement.
(19)
duties of the Internal Supervisory Unit as meant in paragraph (1).
Article 48
The Board of Directors shall pay attention there to and shall soon take the necessary steps to respond to the matters mentioned in every report on the results of examination made by the Internal Supervisory Unit.
CHAPTER VII OTHER PROVISIONS
Article 49
Procurements of goods and services using direct funds from the State Income and Budget shall be carried out in accordance with the implementing provisions on the State Income and Budget.
Article 50
Foreign loans shall be made by PERUM in comformity with the provisions in the legislations in force.
Article 51
Except the management of PERUM itself, no other party shall get involved in the management of PERUM.
(20)
Article 52
All provisions on the echelonization of positions of government officials, do not apply to PERUM.
Article 53
PERUM’s employees are those whose appointment and termination for employment, positions, rights and obligations, shall be stipulated on the basis of employment contracts in accordance with the legislations on manpower.
Article 54
In the context of solidifying PERUM’s development and supervision, a. the Minister shall hold a periodical meeting with the Finance Minister;
b. the Minister and/or the Finance Minister shall, at any time deemed necessary, ask for information from the Board of Directors and/or the Supervisory Board.
CHAPTER VIII CLOSING
Article 55
With the enforcement of this Government Regulation,
a. Government Regulation No. 3/1983 on the Procedures for the Development and Supervisions of Public Service Agency (PERJAN), Public Corporation (PERUM), and Limited Liability Company (PERSERO) (Statute Book of 1983 No. 3, Supplement to Statute Book No. 3246) as amended by Government Regulation No. 28/1983 ( Statute Book of 1983 No. 37); and
b. The provisions in the regulations and legislations that are contrary to this Government Regulation; are declared to be no longer in force.
(21)
This Government Regulation comes into effect as of the date of promulgation. For public cognizance, this Government Regulation be promulgated by publishing it in the Statute Book of the Republic of Indonesia.
Stipulated in Jakarta on January 17, 1998
THE PRESIDENT OF THE REPUBLIC OF INDONESIA
Sgd
SOEHARTO
Promulgated in Jakarta On January 17, 1998
THE MINISTER/STATE SECRETARY
sgd
(22)
STATUTE BOOK OF THE REPUBLIC OF INDONESIA OF 1998 NO. 16 ELUCIDATION
OF INDONESIAN GOVERNMENT REGULATION NO. 13/1998 ON
PUBLIC CORPORATIONS (PERUM)
GENERAL
In line with the increase of the implementation of development and the results achieved, the productivity and efficiency of the entire national economic power needs to be re-stepped up, so that its role and contribution to the national development can bring about an optimum result for the improvement of public welfare.
In addition thereto, the global economic development has caused an ever increasing market competition, so that it is deemed necessary to take concrete steps for the improvement of national productivity and efficiency.
In accordance herewith, PERUM as a State Owned Corporation cannot be excluded from the intended situation. On the grounds of the evaluation of the results currently achieved, it is time for PERUM to be given a bigger chance to develop its business to become a progressive and self supporting corporation in order to give more contributions to the Indonesian economy.
ARTICLE AFTER ARTICLE
Article 1
Numbers 1 to 5
(23)
paragraph (1)
Public Corporation is different from Limited Liability Corporation because of its nature of business. PERUM's nature of business is more emphasized to serve public interests, either by providing services or goods and services. Nevertheless, as a corporation it is aimed at being self supporting, and to this end PERUM must gain profits in order to survive.
paragraph (2)
With this provision PERUM can establish business cooperation with a joint venture or another corporation, or set up a daughter company.
paragraph (3)
Sufficiently clear
Article 3
paragraph (1)
The Finance Minister administers the State assets that are set aside or stipulated as PERUM’s assets.
paragraphs (2) and (3)
As a business corporation the Finance Minister is highly interested in the State assets invested in PERUM for being developed. To this end, the problem of
(24)
investment, financing and utilizing PERUM’s business gains, shall be clearly formulated in the company’s development policy.
The Finance Minister as manager of the State assets stipulates PERUM’s development policy which is aimed at determining the direction in obtaining the company’s objectives, either in relation to investment policy, business financing, financial sources, utilization of company’s business gains or other development policies.
What is meant by daily Guidance, the authority of which is delegated by the Finance Minister to the Minister, is an activity which provides guidelines for PERUM’s operations to be implemented either by the Board of Directors or the Supervisory Board on the grounds of the development policy stipulated by the Finance Minister with the purpose of enabling the PERUM concerned to carry out its duties and functions efficiently and to develop well.
paragraphs (4) and (5)
Sufficiently clear
Articles 4 to 6
Sufficiently clear
Article 7
Government Regulation on the Establishment of PERUM also stipulates a decision for participating State assets in PERUM,. With this provision, PERUM receives a corporate status after the Government Regulation on the Establishment of PERUM has come into effect.
(25)
Letter a
Sufficiently clear
Letter b
The setting aside of State assets for investment as PERUM’s capital can be in the form of cash money or in another form, and its total or nominal value shall be mentioned.
The setting aside of State assets for capital in a PERUM can be carried out for :
- establishment of a PERUM; - increasing a PERUM’s capacity; - restructurization of PERUM’s capital.
Letters c and d
Sufficiently clear
Article 9
paragraph (1)
b Sufficiently clear
paragraph (2)
With this provision, every additional participation of State assets in PERUM, either that originating from the State Income and Budget or from other
(26)
sources, such as capitalization of PERUM’s reserves, needs to be stipulated in a Government Regulation.
Article 10
Sufficiently clear
Article 11
paragraphs (1) and (2)
Sufficiently clear
Article 12
paragraph (1)
Sufficiently clear
paragraph (2)
What is meant by a certain creditor is a bank or financing institution.
Article 13
paragraphs (1) and (2)
(27)
paragraph (1)
Depreciations in this provision exclude depreciations which belong to cost components (depreciation and amortization). Depreciations here constitute the difference between costs in the loss of value of an asset and the depreciation value included in the cost components.
paragraph (2) and paragraph (3)
Sufficiently clear Public Corporations (Perum)
(Government Regulation No. 13/1998, dated January 17, 1998)
Article 15
paragraphs (1) and (2)
Sufficiently clear
Article 16
paragraph (1)
The management means the action of managing the PERUM in obtaining the objectives of the corporation as a business company.
paragraph (2) to (5)
(28)
Article 17
paragraphs (1) and (2)
Sufficiently clear
Article 18
paragraph (1)
Letter a
The meaning of “does not perform his duties well” includes a situation where the said member of the Board of Directors turns out to have insufficient qualifications in performing his tasks.
Letters b and c
Sufficiently clear
Letter d
The sentence to imprisonment must have a legal certainty.
paragraph (2)
(29)
If the person concerned doesn’t use the opportunity as menat in paragraph (2) in a given reasonable time, the decision remains to be made.
Article 19
paragraphs (1) and (2)
Sufficiently clear
Article 20
Sufficiently clear
Article 21
paragraph (1)
The Articles of Association can stipulate the limitation of authority of members of the Board of Directors in taking measures.
paragraphs (2) to (4)
Sufficiently clear
Article 22
paragraphs (1) and (2)
(30)
Articles 23 and 24
Sufficiently clear
Article 25
paragraph (1)
Sufficiently clear
paragraph (2)
The Board of Directors’ mistakes and negligence meant in this paragraph are for example those committed against the provisions in PERUM’s Articles of Association, which have been outlined by the Supervisory Board, the Finance Minister or the Minister, and which have been legally proven. In this case the process of proving it is carried out by the Minister and his/her apparatus. But, whether the member of the Board of Directors concerned is quilty or not, shall be determined on the basis of the judgement of the competent court.
paragraph (3)
Sufficiently clear
Article 26
paragraph (1)
A company’s long term plan is highly needed to determine the 5 (five) year long term direction which will serve as the Board of Directors’ guidelines in managing the Company.
(31)
The long term plan, beside containing evaluations of the previous Long Term Plan, the assumptions used, and analysis to know the company’s position, shall also contain the company’s target, policy strategy, and all the work programs to achieve the intended target. It’s important to note the relationship of all the elements mentioned above so that the indicated strategy, policy and work programs are clearly related to each other.
paragraph (3) to (5)
Sufficiently clear
Article 27
Sufficiently clear
Article 28
Sufficiently clear
Article 29
paragraphs (1) and (2)
(32)
Article 30
paragraph (1)
By the Finance Accountancy Standard is meant the principles of accountancy already jointly recognized and approved by the Indonesian accountancy circles and the competent government agency.
paragraph (2)
Sufficiently clear
Article 31
paragraph (1)
The annual calculation shall be submitted only to the Supervosiry Body of Financial and Development Affairs (BPKP) or Public Accountant appointed by BPKP.
This provision elucidates the administrative elements encompassing PERUM as a State-Owned Corporation. Since the administering of PERUM is carried out by the Finance Minister, and in principle the Finance Minister represents the government in PERUM’s development and control, it is stipulated that the audit of the annual calculation is to be executed only by the Supervisory Body of Financial and Development Affairs (BPKP), which is a government agency.
paragraphs (2) and (5)
(33)
The annual calculation made shall reflect the actual situation of PERUM’ assets, liabilities, capital and business gains, the Board of Directors and the Supervisory Board are responsible for the correctness or PERUM’s annual calculation and annual report in general.
Article 33
What is meant by regular (periodical) reports are quarterly and semi annual reports on the Company’s performance.
Article 34
paragraphs (1) and (2)
Sufficiently clear
Article 35
paragraph (1)
Supervision means the whole process of evaluating PERUM’s management in the achievement of its goal as a business company.
(34)
Article 36
paragraph (1)
In principle the Supervisory Board must know PERUM’s position and condition, and report it to the Minister and Finance Minister supported by its opinion, suggestions and assessment of the PERUM supervised by it.
paragraphs (2) and (3)
Sufficiently clear
Article 37
Members of the Supervisory Board must know the ABC of management. They must have sufficient time to carry out their duties both to attend meetings and to visit locations on site.
Article 38
Sufficiently clear
Article 39
paragraph (1)
(35)
After termination of his terms of office, and based on a consideration resulting from the results of evaluation on his performance, a member of the Supervisory Board can be re-appointed, attention shall remain to be paid to the provisions governing the nomination and appoinment of the Supervisory Board.
paragraph (3)
Sufficiently clear
Article 40
Sufficiently clear
Article 41
paragraph (1)
Letter a
The meaning of “does not perform his duties well” includes a situation where the said member of the Supervisory Board turns out to have insufficient qualifications in performing his tasks.
Letters b and c
(36)
Letter d
The sentence to imprisonment must have a legal certainty.
paragraph (2)
Sufficiently clear
paragraph (3)
If the person concerned is not present, the decision can be made without his presence.
Article 42
paragraphs (1) and (2)
Sufficiently clear
Article 43
Sufficiently clear
Article 44
The expert hired is only for a limited/certain period of time, not for the Supervisory Board’s entire terms of office.
(37)
For implementing the Supervisory Board’s duties, a budget separated from that for the Board of Directors is provided. This budget must be stipulated in the Corporation’s Work Plan and Budget.
Article 46
paragraphs (1) and (2)
Sufficiently clear
Article 47
paragraphs (1) and (2)
Sufficiently clear
Article 48
All the findings by the Internal Supervisory Unit require a response so that the problem does not become procrastinated, and in this connection the Board of Directors must take a follow-up action in response to the report resulting from the audit of the Internal Supervisory Unit.
Article 49
As far as PERUM receives funds allocation from the State Income and Budget (APBN), PERUM must abide by the provisions on the implementation of APBN. If PERUM uses its own funds or banking loans, PERUM need not abide by the provisions on the APBN’s implementation.
(38)
Article 50
Sufficiently clear
Article 51
To enable the Board of Directors to manage PERUM by themselves without any interference from without, there should not be any interference in PERUM’s management. Included in the notion of interference is an action or directive which directly affects PERUM’s management or the making of decisions by the Board of Directors. This provision is aimed at confirming the self supporting of PERUM as a business company in order to be capable of being managed profesionally in accordance with its business objectives.
This also applies to Departments and other government agencies. Since the needs for funds of Departments and other government institutions have been arranged and stipulated exclusively, Departments/governmental agencies shall not burden PERUM with all kinds of disbursements. On the other hand, PERUM is not allowed to finance the spendings of Departments/governmental bodies in its accounting records.
Article 52
Sufficiently clear
Article 53
With this provision, the regulations on employees’ welfare such as health, accident and life insurance, and retirement funds are stipulated by PERUM, both thorugh “Jamsostek” (Manpower’s Social Guaranty) and pension funds.
(39)
The meetings indicated will be very useful to PERUM. Joint Meetings/Discussions need to be held prior to approval of the Work Plan and Company Budget and before approval of the Annual Report.
Letter b
This explanation is in the form of written or oral report.
Articles 55 and 56
Sufficiently clear
SUPPLEMENT TO STATUTE BOOK OF THE REPUBLIC OF INDONESIA NO. 3732
(1)
Article 36
paragraph (1)
In principle the Supervisory Board must know PERUM’s position and condition, and report it to the Minister and Finance Minister supported by its opinion, suggestions and assessment of the PERUM supervised by it.
paragraphs (2) and (3)
Sufficiently clear
Article 37
Members of the Supervisory Board must know the ABC of management. They must have sufficient time to carry out their duties both to attend meetings and to visit locations on site.
Article 38
Sufficiently clear
Article 39
paragraph (1)
(2)
paragraph (2)
After termination of his terms of office, and based on a consideration resulting from the results of evaluation on his performance, a member of the Supervisory Board can be re-appointed, attention shall remain to be paid to the provisions governing the nomination and appoinment of the Supervisory Board.
paragraph (3)
Sufficiently clear
Article 40
Sufficiently clear
Article 41
paragraph (1)
Letter a
The meaning of “does not perform his duties well” includes a situation where the said member of the Supervisory Board turns out to have insufficient qualifications in performing his tasks.
Letters b and c
(3)
Letter d
The sentence to imprisonment must have a legal certainty.
paragraph (2)
Sufficiently clear
paragraph (3)
If the person concerned is not present, the decision can be made without his presence.
Article 42
paragraphs (1) and (2)
Sufficiently clear
Article 43
Sufficiently clear
Article 44
The expert hired is only for a limited/certain period of time, not for the Supervisory Board’s entire terms of office.
(4)
Article 45
For implementing the Supervisory Board’s duties, a budget separated from that for the Board of Directors is provided. This budget must be stipulated in the Corporation’s Work Plan and Budget.
Article 46
paragraphs (1) and (2)
Sufficiently clear
Article 47
paragraphs (1) and (2)
Sufficiently clear
Article 48
All the findings by the Internal Supervisory Unit require a response so that the problem does not become procrastinated, and in this connection the Board of Directors must take a follow-up action in response to the report resulting from the audit of the Internal Supervisory Unit.
Article 49
As far as PERUM receives funds allocation from the State Income and Budget (APBN), PERUM must abide by the provisions on the implementation of APBN. If PERUM uses its own funds or banking loans, PERUM need not abide by the provisions on the APBN’s implementation.
(5)
Article 50
Sufficiently clear
Article 51
To enable the Board of Directors to manage PERUM by themselves without any interference from without, there should not be any interference in PERUM’s management. Included in the notion of interference is an action or directive which directly affects PERUM’s management or the making of decisions by the Board of Directors. This provision is aimed at confirming the self supporting of PERUM as a business company in order to be capable of being managed profesionally in accordance with its business objectives.
This also applies to Departments and other government agencies. Since the needs for funds of Departments and other government institutions have been arranged and stipulated exclusively, Departments/governmental agencies shall not burden PERUM with all kinds of disbursements. On the other hand, PERUM is not allowed to finance the spendings of Departments/governmental bodies in its accounting records.
Article 52
Sufficiently clear
Article 53
With this provision, the regulations on employees’ welfare such as health, accident and life insurance, and retirement funds are stipulated by PERUM, both thorugh “Jamsostek” (Manpower’s Social Guaranty) and pension funds.
(6)
Article 54
The meetings indicated will be very useful to PERUM. Joint Meetings/Discussions need to be held prior to approval of the Work Plan and Company Budget and before approval of the Annual Report.
Letter b
This explanation is in the form of written or oral report.
Articles 55 and 56
Sufficiently clear
SUPPLEMENT TO STATUTE BOOK OF THE REPUBLIC OF INDONESIA NO. 3732