The Minutes of the General Meeting of Shareholders (GMS) is an official document that records the entire proceedings of the GMS, including discussions, decisions, and outcomes reached during the meeting. The GMS is a forum organized by a company where shareholders gather to make strategic decisions that affect the company.
The Summary of the Minutes of the General Meeting of Shareholders (GMS) is a concise version of the GMS minutes, containing the main points and key decisions made during the meeting. This summary is typically used for publication purposes, reporting to third parties, or as a form of public disclosure, especially for public companies listed on the capital market.
Both the minutes and the summary are regulated under Law No. 40 of 2007 concerning Limited Liability Companies and Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting of Shareholders of Public Companies.
The General Meeting of Shareholders (GMS) is a governing body of a public company that holds authority not granted to the Board of Directors or the Board of Commissioners, as stipulated in the Law on Limited Liability Companies and/or the company’s articles of association. The GMS consists of two types: the Annual GMS and Other GMS, also known as the Extraordinary GMS.
The GMS in public companies is conducted based on a meeting agenda that has been previously notified to the Financial Services Authority. Although this is not regulated in the Law on Limited Liability Companies, this provision is governed by capital market regulations, such as Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting of Shareholders of Public Companies.
Public companies are required to prepare the GMS minutes and a summary of the GMS minutes. The GMS minutes must be prepared and signed by the meeting chairperson and at least one shareholder appointed by the GMS participants. Signatures are not required if the GMS minutes are prepared in the form of a notarial deed by a notary registered with the Financial Services Authority. If the GMS is attended only by Independent Shareholders, the GMS minutes must be prepared in the form of a notarial deed by a notary registered with the Financial Services Authority. The GMS minutes must be submitted to the Financial Services Authority no later than 30 (thirty) days after the GMS is held.
Summary of GMS Minutes as Referred to in Article 49 Paragraph (1) Must Include at Least the Following Information:
- The date, location, time, and agenda of the GMS;
- Members of the Board of Directors and Board of Commissioners present during the GMS;
- The number of shares with valid voting rights present during the GMS and their percentage of the total shares with valid voting rights;
- Whether shareholders were given the opportunity to ask questions and/or provide opinions regarding the meeting agenda;
- The number of shareholders who asked questions and/or provided opinions regarding the meeting agenda, if such an opportunity was given;
- The decision-making mechanism of the GMS;
- The voting results, including the number of votes in favor, against, and abstentions for each agenda item, if the decision was made through voting;
- The decisions of the GMS; and
- The implementation of cash dividend payments to entitled shareholders, if the GMS decision includes the distribution of cash dividends.
For Public Companies Listed on the Stock Exchange:
The summary must be published through at least the following platforms: the e-GMS provider’s website, the stock exchange’s website, and the Public Company’s website. The summary must be provided in Indonesian and a foreign language, with the foreign language being at least English.
