Irodakhon komilova

Principal Laws and Regulations Impacting on Corporate Governance

Law/Regulation	Applicability	Comments
Law No. 40 of 2007 concerning Limited Liability Company (Indonesian Company Law hereinafter refer to as ICL)	All limited liability company activities	Establishment of limited liability company, capital and shares, company organs (GMS, BOD, BOC), AoA of the company, merger, acquisition, and dissolution, work program, annual report, and use of profit, liquidation, expiry of company.
Law No. 25 of 2007 concerning Investment (“Investment Law”)	All investment activities (domestic and foreign)	Form of business entity for investment, treatment of investor, manpower plan, business sector for investment, rights and obligations and liabilities of investor, investment facilities.
Law No. 13 of 2003 concerning Manpower (“Manpower Law”)	Manpower in companies	Manpower management, rights and obligations of employee, rights and obligations of the company, and all related manpower plan for business activities.
Law No. 8 of 1995 concerning Capital Market (“Capital Market Law”)	All listed company activities	Capital market supervisory board (OJK), stock exchange, clearing and guarantee corporation, central securities depository, investment fund, securities company, securities company representatives, and investment advisors, capital market supporting institutions and professionals, issuers and public companies, public documents and reporting to OJK.
Presidential Regulation No. 36 of 2010 concerning Concerning Lists of Business Fields that are Closed To Investments and Business Fields that are Conditionally Open for Investments (“Negative List”)	Business fields for foreign investment activities	List of business fields that are open and closed for foreign investment.
Head of BKPM Regulation No. 12 of 2009 concerning Procedures and Guidelines of Investment Application (“BKPM Reg. 12/2009”)	Foreign investment activities	One stop service of permit application, procedure and mechanism to conduct foreign investment in Indonesia, transfer of foreign shares, fiscal and non fiscal facilities, regional incentives, foreign workers manpower plan (RPTKA), Producer Importer Identification Number (API-P), tax facilities, custom.

Indonesian companies are also subject to other accounting, anti-corruption, auditing, commerce, competition, construction, labor, tender process and taxation laws. Most of the laws and regulations that have an impact on corporate governance and will be used in this Manual were enacted in the last few years.