MOOC – Essential Training

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Navigating Legal Compliance and Good Corporate Governance (GCG)

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5 November 2025

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Jonathan Toni Tjenggoro

Partner

Alizia & Partners Law Office

Pre test

1. Can you identify what are example of GCG elements under Indonesian company Law (ICL)?

1. Transparency
2. Fairness
3. Accountability
4. All of the above

2. Which factors that may vary the legal compliance aspects in a company?

1. All of the below
2. Company’s status (e.g., PMA or PMDN)
3. Domicile of the company
4. Actual business line of the company

1. Legal Compliance (LC) Requirement

• Definition and main elements of LC
• Objective and function of LC
• Criteria in LC checklist

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Key points, examples and insight

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1. Legal Compliance (LC) Requirement

• Definition and main elements of LC

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The main elements are:

• regulatory awareness
• Alignment Of Policies With Applicable Regulations
• monitoring and enforcement effort

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Key points and insight

1. Legal Compliance (LC) Requirement

• Objective and function of LC

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Key functions are as follows:

• ensure continuity of business operation;
• avoid non-compliance (legal risks) complications;
• maintain credibility and trust from various stakeholders.

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Key points and insight

1. Legal Compliance (LC) Requirement

• Criteria in LC checklist

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• Regulatory basis identification
• Various templates, rules and policies alignment with regulatory requirement
• Employee training to build awareness
• Internal control and reporting method, inc. whistle blower system
• Regular audits and updates

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Examples and insight

2. Compliance Essentials:

Regulator, Risk and Audit

• Foundations of LC and Regulators
• Identification, analysis and mitigation of legal risk
• Compliance audit and monitoring

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Key points, examples and insight

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2. Compliance Essentials:

Regulator, Risk and Audit

• Foundations of LC and Regulators

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inc. Company Law, Investment Law and Positive List

(esp. for PT PMA), anti-corruption laws, PDP law

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Key points, examples and insight

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2. Compliance Essentials:

Regulator, Risk and Audit

2. Identification, analysis and mitigation of legal risk

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Definition: Legal Risks is exposure to:

a. litigation

b. regulatory sanctions

c. penalties (more of a contractual risk)

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Key points, examples and insight

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2. Compliance Essentials:

Regulator, Risk and Audit

2. Identification, analysis and mitigation of legal risk

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Control measures can be in the following forms:

a. preventive, inc. trainings

b. detective, inc. audit and whistleblower policy

c. corrective, inc. action plan in crisis time

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Key points, examples and insight

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2. Compliance Essentials:

Regulator, Risk and Audit

• Compliance audit and monitoring

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Audit: Internal vs. external; routine vs. investigative; preventive and mitigative.

Monitoring tools: inc. Compliance Control, Whistle blower policy.

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Key points, examples and insight

3. Compliance in Digital Era

• Scope of Legal Compliance
• Scopes of Anti-Corruption and Personal Data Protection (PDP) Law
• Role of Compliance in Digital Era
• Compliance with PDP Law

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Key points, examples and insight

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3. Compliance in Digital Era

• Compliance with PDP Law

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• General and specific personal data
• Any usage of personal data requires consent from data subject
• Overseas data transfer is possible, subject to conditions
• Notification in the event of failure to protect personal data
• Examples of sanctions for violations

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Key points and insight

Mid-test

1. What is the threshold of gratification under Article 12B of Anti-Corruption Law?

1. IDR 100 million
2. IDR 10 million
3. USD 100,000
4. USD 500,000

2. How much is the fine that can be imposed under Article 57 of PDP law?

1. Max 1 % of gross annual revenue
2. Max 1% of net annual profit
3. Max 2% of gross annual revenue
4. Max 5% of net annual profit

4. Smart GCG for Excellence

• GCG principles
• Key actors in GCG implementation
• Scope, key elements, and GCG checklist
• Digitalization in Corporate Governance
• Role of GCG in corporate crisis prevention
• Internal and external audit

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Key points, examples and insight

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4. Smart GCG for Excellence

• GCG principles and the key “actors”

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1. Transparency
2. Accountability
3. Responsibility
4. Independence
5. Fairness

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Key points and insight

4. Smart GCG for Excellence

• Examples of GCG Checklist

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Transparency

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1. Timely and accurate financial reporting in accordance with PSAK (Indonesian GAAP), and audited by independent auditor
2. Disclosure of material information to stakeholders
3. Public availability of company policies (e.g., Code of Conduct, Anti-Fraud Policy)
4. Transparent procurement and vendor selection processes

4. Smart GCG for Excellence

• Examples of GCG Checklist

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Accountability

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1. Mechanism for whistleblower protection and follow-up
2. Internal audit function established and reporting directly to the BOC
3. Risk management framework implemented and reviewed periodically
4. Board meeting attendance and decision-making process

4. Smart GCG for Excellence

• Examples of GCG Checklist

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Responsibility

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1. Corporate Social Responsibility (CSR) programs aligned with company values
2. Training programs for BOD, BOC, employees on GCG, ethics and compliance

4. Smart GCG for Excellence

• Examples of GCG Checklist

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Independence

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1. No conflict of interest in decision-making processes
2. Independent Commissioners appointed. Existence of Independent audit unit
3. External auditor appointed without influence from management

4. Smart GCG for Excellence

• Examples of GCG Checklist

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Fairness

• Equal treatment of shareholders, including minority shareholders
• Non-discriminatory HR policies and fair labor practices
• Transparent and merit-based recruitment and promotion

4. Smart GCG for Excellence

• Internal and external audit

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Internal Audit by BOC, Internal Audit Unit

External Audit by External Accountant, OJK

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Key points and insight

Post test

1. Can you name example of implementation of Independence principle under the ICL?

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1. Audit of financial report by independent auditor
2. BOD acts for the best interest of the shareholders, given that BOD is appointed by shareholders
3. BOD acts for the best interest of the company
4. Availability of whistleblowing procedures

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1. At least 2, and at all time must at least 50% of all BOC members
2. At least 1, and at all time must at least 30% of all BOC members
3. Depending on the necessity as determined by the shareholders
4. Depending on the decision from BOD

2. How many independent commissioners are required for PT Tbk under relevant OJK regulation?

Post test

3. Can BOC take decision in a BOC meeting based on simple majority approval basis?

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1. In principle yes, but subject to AOA and/or shareholders agreement
2. No, since BOC must act as a board, decision must be unanimous
3. Yes, can be on simple majority basis
4. Subject to the BOC decision on case-by-case basis

1. Right to file lawsuit on behalf of the company (Art 97 (6) and 114 (6))
2. Right to call GMS via BOD, BOC, or district court (Art 79 and 80)
3. Right to request company dissolution (Art 146)
4. All of the above

4. Can you name example of minority shareholders protection under ICL?

Post test

5. Which type of usage of personal data that are protected by PDP law?

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1. All of the below
2. Collection
3. Processing
4. Rectification

Case Study

You are a head of legal and compliance department in a PT PMA active in plastic manufacturing business. The BOD has asked you to prepare a basic internal whistleblowing policy for the company.

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Can you please prepare skeleton draft of the policy, which list down key factors and elements for handling whistleblower report?

THANK YOU

Do you have any questions?

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Jonathan Toni Tjenggoro

j.tjenggoro@alizialawoffice.com