ACGS Part A - Rights and Equitable Treatment of Shareholders
The ASEAN Corporate Governance Scorecard measures corporate governance against ASEAN regional best practice standards.
Table of Rights and Equitable Treatment of Shareholders
| Part | Corporate Governance Standards | Implementation |
|---|---|---|
| A.1 | Basic Shareholder Rights | |
| A.1.1 | Does the company pay (interim and final/annual) dividends in an equitable and timely manner - i.e. all shareholders treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at the AGM for final dividends? If scrip dividend was offered, was it paid within 60 days? | The Company paid the FY2024 (final/annual) dividend (Rp3.351 trillion, 18.93% of consolidated net income) per the Minutes of the FY2024 Circular GMS dated 18 June 2025. Payment to the Series B Shareholder (Danantara Asset Management) was made on time, 14 July 2025 (within 30 days). Payment to the Series A Dwiwarna Shareholder (BUMN Regulatory Agency/BP BUMN) was only made on 18 November 2025, delayed because the payment account number from BP BUMN had not yet been obtained due to the ongoing transformation process at the Ministry of SOEs. |
| A.2 | Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. | |
| A.2.1 | Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefits-in-kind, other emoluments) or any increase in remuneration for non-executive directors/commissioners? | The opportunity was provided through the invitation to the FY2024 Annual GMS (18 June 2025), agenda item 3. The 2025 decision on tantiem/performance incentives, Directors' salaries and Commissioners' honoraria still refers to Shareholder Letter No. SR-38/Wk.MBU.01/08/2024. Governed under Articles of Association Art. 14(21). |
| A.2.2 | Does the company provide non-controlling shareholders a right to nominate candidates for the board of directors/commissioners? | PLN's shareholders (Danantara Asset Management, 438,999,999 Series B shares, and BP BUMN, 1 Series A Dwiwarna share) are both owned by the Republic of Indonesia, so the criterion becomes Not Applicable. Under the 3rd amendment to the SOE Law (Law No.1/2025 Art.4C), the authority to nominate Directors and Commissioners lies with the Series A Dwiwarna (minority/non-controlling) shareholder, referencing also SOE Ministerial Regulation PER-3/MBU/3/2023. |
| A.2.3 | Does the company allow shareholders to elect directors/commissioners individually? | Facilitated via Circular GMS. Articles of Association Art.10(9) & 14(9): members of the Board of Directors/Commissioners are appointed from candidates nominated by shareholders and the nomination is binding on the GMS. In 2025 a new Commissioner (Bambang Eko Suhariyanto) and two new Directors (Edwin Nugraha Putra, Rizal Calvary Marimbo) were appointed via Minister of SOE/Danantara AM President Director decree dated 18 June 2025. |
| A.2.4 | Does the company disclose the voting procedures used before the start of the meeting? | Disclosed in the 2024 Annual Report, but not yet in a stand-alone GMS Rules of Procedure. In practice, all GMS resolutions are taken by consensus/deliberation (musyawarah mufakat) per Articles of Association Art.4(2), Art.25(2)&(6). |
| A.2.5 | Do the minutes of the most recent AGM record that shareholders were given the opportunity to ask questions, with the questions and answers recorded? | The Minutes of the FY2024 Annual GMS and the 2025 Work Plan (RKAP) GMS record the opportunity for shareholders to submit questions and receive answers, recorded in a separate GMS Minutes (on SharePoint). The summary of minutes published on the website currently only covers the agenda points and decisions, and needs to be further completed. Governed under Articles of Association Art.23(21) & Art.24(4). |
| A.2.6 | Does the company disclose the voting results (approving, dissenting, abstaining) for all resolutions/agenda items of the most recent AGM? | The Minutes of the 2024 Annual GMS (18 June 2025) and the 2025 RKAP GMS (23 January 2025) disclose voting results for every resolution/agenda item (approve/disapprove/abstain). Shareholders: PT Danantara AM 99%, BP BUMN 1%. |
| A.2.7 | Does the company disclose the list of board members who attended the most recent AGM? | The Summary of Minutes of the FY2024 Annual GMS (18 June 2025) and of the 2025 RKAP GMS (23 January 2025) disclose the attendance of Directors and Commissioners, published on the website. |
| A.2.8 | Does the company disclose that all board members and the CEO (if not a board member) attended the most recent AGM? | The Summary of Minutes of the FY2024 Annual GMS discloses attendance of all Directors, including the President Director, but two Commissioners (Susiwijono Moegiarso and Jisman Parada Hutajulu) were absent and gave proxies. The Minutes of the 2025 RKAP GMS show attendance by all Directors and Commissioners. |
| A.2.9 | Does the company allow voting in absentia? | The GMS may be conducted by proxy (Articles of Association Art.25(2)) and via Circular GMS (Art.25(10)) - shareholders may take decisions outside of a physical meeting. |
| A.2.10 | Did the company vote by poll (as opposed to a show of hands) for all resolutions at the most recent AGM? | Articles of Association Art.25(5): voting on persons is by closed ballot; other matters are decided orally unless the chair determines otherwise without objection from attending shareholders. The ACGS criterion requires closed-ballot voting for all resolutions, which is not yet fully met. |
| A.2.11 | Does the company disclose that it has appointed an independent party (scrutineer/inspector) to count and/or validate votes at the AGM? | The company has not yet appointed an independent party specifically to count/validate votes. The minutes of the most recent Annual GMS only note a notary as the independent party preparing the GMS Minutes and validating the quorum (Articles of Association Art.24(3)). |
| A.2.12 | Does the company make the voting results of the most recent AGM/EGM publicly available by the next working day, for all resolutions? | In practice there is no poll voting process at the AGM/EGM since resolutions are taken unanimously (Articles of Association Art.25(8)). The 2024 Annual Report has not yet disclosed voting results within one working day after the GMS. |
| A.2.13 | Does the company provide at least 21 days' notice for all AGMs and EGMs? | Not yet met. Notice of the 2025 RKAP GMS: 9 January, held 23 January 2025 (14 days). Notice of the FY2024 Annual GMS: 2 June, held 18 June 2025 (16 days). This complies with Articles of Association Art.23(15), which requires 14 days, but does not comply with the ACGS 21-day criterion. |
| A.2.14 | Does the company provide the rationale and explanation for each agenda item requiring shareholder approval in the AGM notice/circular and/or accompanying statement? | The invitation to the FY2024 Annual GMS (2 June 2025) provided the rationale and explanation for each agenda item; the invitation to the 2025 RKAP GMS (9 January 2025) only listed the agenda items and was not yet disclosed on the website. Articles of Association Art.23(6) governs notice requirements. |
| A.2.15 | Does the company give shareholders the opportunity to place item(s) on the meeting agenda and/or request a general meeting, subject to a certain shareholding percentage? | Articles of Association Art.23(5): a GMS may also be convened at the request of shareholder(s) representing at least 1/10 of the total valid voting shares, including proposing meeting agenda items. In practice, requests for agenda items are submitted by letter, e.g. a letter dated 27 May 2025. |
| A.3 | Markets for corporate control should be allowed to function in an efficient and transparent manner. | |
| A.3.1 | In cases of mergers, acquisitions and/or takeovers requiring shareholder approval, does the board of directors/commissioners appoint an independent party to evaluate the fairness of the transaction price? | During 2025 PLN did not undertake any corporate action related to a merger, acquisition or takeover, so no independent party was appointed to evaluate transaction fairness; the criterion becomes Not Applicable. |
| A.4 | The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. | |
| A.4.1 | Does the company disclose its practice of encouraging shareholders to engage with the company beyond general meetings? | Disclosed through the 'Investor Relations' section of the website: Company Information (RUPTL, GMS information, dividend information, credit rating), Investor Publications (Annual Report, Sustainability Report, statistics, investor presentations), Funding Framework, Disclosures (capital-market support information, environmental safeguards), Prospectus, and project information. |
| A.5 | Shares and voting rights | |
| A.5.1 | Where the company has more than one class of shares, does the company publicise the voting rights attached to each class? | PLN has two share classes: PT DAM 99% (Series B) and BP BUMN 1% (Series A Dwiwarna). The Articles of Association are under review for adjustment to the SOE restructuring. Law No.1/2025 Art.4C sets out the special rights of the Series A Dwiwarna share (approving GMS matters, proposing agenda items, access to data, setting strategic policy, appointing/dismissing Directors-Commissioners, etc.); the Series B share has authority to manage holding dividends and approve capital increases. Publicised in PLN's Public Expose. |
| A.6 | Notice of AGM | |
| A.6.1 | Does each resolution tabled at the most recent AGM deal with only one item, without bundling several items into the same resolution? | The 2025 RKAP GMS and the FY2024 Annual GMS resolved one agenda item per resolution with no bundling, in accordance with Articles of Association Art.25. |
| A.6.2 | Is the company's notice of the most recent AGM/circular fully translated into English and published on the same date as the local-language version? | The notices of the 2025 RKAP GMS and the FY2024 Annual GMS were translated into English and published simultaneously with the Indonesian-language version. |
| A.6.3 | Are the profiles of directors/commissioners (age, qualifications, date of first appointment, experience, directorships at other listed companies) seeking election/re-election included in the notice? | The GMS notice does not yet include candidate profiles, as appointment of Directors/Commissioners is made via Circular GMS without a prior notice; the criterion becomes Not Applicable. In 2025 new Commissioners and Directors were appointed via Circular GMS/EGM without prior disclosure of candidate profiles. |
| A.6.4 | Are the auditors seeking appointment/re-appointment clearly identified? | Not yet disclosed. The notice of the FY2024 Annual GMS (18 June 2025), agenda item 4, only mentioned the appointment of a KAP (audit firm) for the FY2025 financial statement audit and MSE Program audit, without naming the criteria or KAP, as the procurement process was not yet complete; to be set separately by the Minister of SOEs on the Commissioners' recommendation. |
| A.6.5 | Were the proxy documents made easily available? | The Annual GMS notice does not yet disclose the availability/ease of obtaining proxy documents. Articles of Association Art.25(2) governs the right to attend the GMS by proxy. |
| A.7 | Insider trading and abusive self-dealing should be prohibited. | |
| A.7.1 | Are directors/commissioners required to report their dealings in company shares within 3 business days? | PLN's shares are owned by Danantara AM (99%, Series B) and BP BUMN (1%, Series A Dwiwarna), both belonging to the Republic of Indonesia, so no Director/Commissioner holds shares in the Company; the criterion becomes Not Applicable. |
| A.8 | Related party transactions by directors and key executives. | |
| A.8.1 | Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders? | The company discloses Material Transactions Involving Conflicts of Interest and/or Related Party Transactions (nature of relationship, terms, list of related parties over the last two years, review mechanism, and the roles of the Board of Commissioners and Audit Committee) in the Annual Report. Review is carried out by the Board of Commissioners and Audit Committee to ensure the arm's-length principle and regulatory compliance. |
| A.8.2 | Does the company have a policy requiring board members to abstain from board discussion on an agenda item where they have a conflict of interest? | The Board Manual and Conflict of Interest Management Guideline govern the meeting mechanism for the Board of Directors/Commissioners when a potential conflict of interest arises - the conflicted member must disclose the condition and is not permitted to participate in discussion or decision-making on the related agenda, to safeguard objectivity and independence. |
| A.8.3 | Does the company have policies on loans to directors and commissioners, either forbidding the practice or ensuring loans are conducted at arm's length and at market rates? | The company does not yet have a policy on providing loans to Directors/Commissioners requiring loans to be made at arm's length/market rates, and this has not yet been disclosed in the Annual Report or on the website. |
| A.9 | Protecting minority shareholders from abusive actions. | |
| A.9.1 | Does the company disclose that RPTs are conducted in such a way as to ensure they are fair and at arm's length? | The company discloses that related party transactions are conducted under fair and reasonable terms and conditions through the role of the Directors and Commissioners, assisted by the Audit Committee, as disclosed in the 2024 Annual Report. |
| A.9.2 | In the case of a related party transaction requiring shareholder approval, is the decision made by disinterested shareholders? | During 2025 the company did not undertake any related party transaction requiring shareholder approval; the criterion becomes Not Applicable. Related party transactions generally involve fellow SOEs/the PLN group, where the related parties are also owned by the Republic of Indonesia. |
