BUMN Law Adopts Business Judgment Rules Principle, Law Enforcement Must Be Able To Prove Deviations

JAKARTA - The Rakat Representative Council (DPR) has ratified the Draft Law (RUU) on the third amendment to Law number 19 of 2003 concerning State-Owned Enterprises (BUMN) or the BUMN Bill into Law in early February 2025.

There are a number of important points in the amendment that are in the public spotlight, namely changing the status of BUMN and adopting the principle of business judgment rule (BJR).

Because in the practice of BJR, members of the board of directors, board of commissioners, and supervisory board of SOEs cannot be held personally accountable as long as they can prove the company's financial losses cannot be of personal interest.

Responding to this, BUMN observer Herry Gunawan said that with the principle of Business Judgement Rule (BJR) in the BUMN Law, law enforcement must be able to prove any irregularities committed by state-owned administrators.

"This means that law enforcers must be able to prove that actions that are suspected of violating the law by state-owned administrators, including irregularities from BJR's principles," he said when contacted by VOI, Thursday, February 20.

However, continued Herry, as long as the SOE management has carried out the correct procedures, especially in terms of regulatory regulations and internal policies from corporate management, if a loss is found, then the BJR principle applies.

"It's different if there are irregularities. This is what I understand," he said.

Regarding the clause considered as a release of responsibility, Herry considered that this BJR would be like the principles of Acquit et de charge which were commonly decided at the General Meeting of Shareholders (GMS).

Herry explained that this principle is the release of the board of directors' accountability from all responsibilities that may exist in the future for legal acts committed by the board of directors in the year he was given the release of responsibility.

This is in the Limited Liability Company Law. The principle of acquisition et de charge only applies to things that have been reported by the Board of Directors which are then approved and ratified by the GMS. However, if later there are violations found outside the reported ones, they can still result in law," he explained.