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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 :
GOVERNMENT REGULATION ON PUBLIC CORPORATION (PERUM)
CHAPTER 1
GENERAL PROVISIONS
Article 1
Article 2
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.
Article 5
Article 6
CHAPTER II
ESTABLISHMENT AND ARTICLES OF ASSOCIATION
First Part
Establishment
Article 7
Article 8
(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
Article 11
(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
(3) The percentage of distribution of PERUM’s net profits as meant in paragraph
(2) shall further be stipulated by the Minister of Finance.
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) 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.
Article 20
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.
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
Article 24
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.
Article 26
(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
indicated in paragraph (2), the Work Plan and Corporate Budget shall be
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.
Article 30
(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.
(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
Article 35
Article 36
Article 37
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
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
d. is sentenced into imprisonment because of committing crime and/or
mistakes in relation to the management of corporation.
(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.
Article 44
Article 45
CHAPTER VI
INTERNAL SUPERVISORY UNIT
Article 46
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.
(2) At a written request form the Supervisory Board, the Board of Directors gives
explanation on the results of the examination or the results of the implementing
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.
Article 52
Article 53
Article 54
CHAPTER VIII
CLOSING
Article 55
Stipulated in Jakarta
on January 17, 1998
Sgd
SOEHARTO
Promulgated in Jakarta
On January 17, 1998
sgd
MOERDIONO
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 1
Numbers 1 to 5
Sufficiently clear
Article 2
paragraph (1)
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.
Sufficiently clear
Articles 4 to 6
Sufficiently clear
Article 7
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)
Article 10
Sufficiently clear
Article 11
Sufficiently clear
Article 12
paragraph (1)
Sufficiently clear
paragraph (2)
Article 13
Sufficiently clear
Article 14
paragraph (1)
Sufficiently clear
Public Corporations (Perum)
(Government Regulation No. 13/1998, dated January 17, 1998)
Article 15
Sufficiently clear
Article 16
paragraph (1)
Sufficiently clear
Article 17
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
paragraph (2)
Sufficiently clear
paragraph (3)
Article 19
Sufficiently clear
Article 20
Sufficiently clear
Article 21
paragraph (1)
Sufficiently clear
Article 22
Sufficiently clear
Articles 23 and 24
Sufficiently clear
Article 25
paragraph (1)
Sufficiently clear
paragraph (2)
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.
paragraph (2)
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.
Sufficiently clear
Article 27
Sufficiently clear
Article 28
Sufficiently clear
Article 29
Sufficiently clear
Article 30
paragraph (1)
paragraph (2)
Sufficiently clear
Article 31
paragraph (1)
Sufficiently clear
paragraph (3)
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
Sufficiently clear
Article 35
paragraph (1)
paragraph (1)
Sufficiently clear
Article 37
Article 38
Sufficiently clear
Article 39
paragraph (1)
Sufficiently clear
paragraph (2)
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
Sufficiently clear
Letter d
paragraph (2)
Sufficiently clear
paragraph (3)
If the person concerned is not present, the decision can be made without his
presence.
Article 42
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.
Article 45
Article 46
Sufficiently clear
Article 47
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.
Article 50
Sufficiently clear
Article 51
Article 52
Sufficiently clear
Article 53
Letter b
Articles 55 and 56
Sufficiently clear