General Meeting of Shareholders (GMS) is the Company’s instruments that has authority not granted to the Board of Commissioners or the Board of Directors within the specified limitations in the legislation and Articles of Associations. The authority includes asking the Board of Commissioners and Board of Directors to be responsible for managing the Company, amending the Articles of Association, appointing and dismissing the Board of Directors and/or the Board of Commissioners, deciding the division of duties and authority among Directors and others.

In accordance with its implementation, the GMS consists of the Annual General Meeting of Shareholders (AGMS) which is held at least once a year no later than six (6) months after the Company’s financial year ends, and the Extraordinary General Meeting of Shareholders (EGMS) which may occur outside the AGMS time.

To discuss important issues concerning the Company that cannot wait for the AGMS to be held, EGMS can be held with the provisions stipulated in the Articles of Association. The EGMS may be carried out prior to the following:

  • Changes of the Board of Commissioners and Board of Directors before their term of office ends, either of resignation and/other reasons.
  • Plans for material transactions and/or conflicts of interests as stipulated in the prevailing laws and regulations;
  • Other material corporation plans, such as the repurchase of the Company’s outstanding shares, stock splits and right issues.

GMS Implementation

In general, the organization of GMS is as follows:

  1. GMS invitation shall be conducted by a registered mail/ newspaper advertisement within a period of no more than 21 days before the date of the General Meeting of Shareholders held by not taking into account the date of the summons and the date of the GMS.
  2. Before summoning, the Company is obliged to make an Prior to the summons, the Company is obliged to announce the summons on GMS convention in the newspaper, Indonesia Stock Exchange website and the Company website conducted no later than 14 (fourteen) days prior to the date of the call of GMS.
  3. In relation to PTBA’s status as one of public companies and in the framework of uniformity of information regarding the plan or convention of GMS, in accordance with the Regulation of Financial Services Authority (OJK) Number 32/POJK.04/2014 on the Plan and Convention of General Meeting of Shareholders of Public Companies as amended by the Regulation of Financial Services Authority No. 10/POJK.04/2017 (“POJK No. 32”). The Company must submit the GMS agenda beforehand in a clear and detailed manner to OJK in 5 (five) days at the latest before the announcement.
  4. Subsequent to the GMS convention, the Company is required to submit brief summary of the Meeting results no later than 2 (two) working days after the meeting is held to OJK and announce it to the public at least in 1 national newspaper, Indonesia Stock Exchange website and Company website.
  5. Every share issued shall have 1 (one) voting rights, except specified otherwise in the Article of Association.

GMS Implementation