p–ISSN: 2723 - 6609 e-ISSN: 2745-5254

Vol. 5, No. 4 April 2024 http://jist.publikasiindonesia.id/

Jurnal Indonesia Sosial Teknologi, Vol. 5, No. 4, April 2024 1557

Juridical Analysis Of The Commissioners Of Limited

Liability Companies Who Exercise The Authority Of The

Executive Board Of Directors In Terms Of Good Corporate

Governance Aspects

Willem Engel Oktavianus Umboh

, Ismail

, Puguh Hari Setiawan

Universitas Tarumanagara Jakarta, Indonesia

Email: [email protected]

, [email protected]

[email protected]

*Correspondence

ABSTRACT

Keywords: Executive

Authority; Juridical

Analysis; Commissioner

of Limited Liability

Company (PT).

This study aims to explain the legal basis and functions of

organs in a Limited Liability Company (PT) and identify the

legal impact on PT organs that carry out the duties and

authorities of other organs. In the global context, Good

Corporate Governance (GCG) is the key to the company's

success for long-term growth and business continuity. The

economic crisis in Asia and Latin America in 1999 was

attributed to the failure of GCG implementation. The

research method used is normative juridical with an

analytical descriptive approach. The two main approaches

used are the statutory approach and the conceptual approach.

The results showed that the executive actions of

Commissioners in PT require approval from the Board of

Directors with a power of attorney, maintaining legality and

implementing the principles of Good Corporate Governance.

The Bank, as a third party, also requests a power of attorney

to ensure the legality of the applicant who is a

Commissioner. Research reveals the legal basis for the

establishment of a PT stipulated in Articles 36-56 of the

Criminal Code and Articles 1233-1652 of the Civil Code.

This research contributes to understanding the importance of

GCG implementation and the legality of the Commissioners'

executive actions in maintaining the integrity of the

company. The results of the research are expected to be the

basis for companies and regulators to improve good

corporate governance.

Introduction

Nowadays, the term Good Corporate Governance (GCG) is increasingly popular.

Not only is the term popular but it is also placed in an honourable position (Kusmiarti,

2020). First, GCG is one of the keys to the company's success in growing and being

profitable in the long run while winning global business competition (Sudjateruna &

Swardhana, 2021). Second, the economic crisis in Asia and Latin America is believed to

Willem Engel Oktavianus Umboh, Ismail, Puguh Hari Setiawan

Jurnal Indonesia Sosial Teknologi, Vol. 5, No. 4, April 2024 1558

have arisen due to the failure of GCG implementation. In 1999, we saw countries in East

Asia that were equally affected by the crisis begin to recover, except Indonesia. It must

be understood that global competition is not a competition between countries but between

corporations in those countries (Agustina, 2020). So winning or losing, winning or falling,

recovering or staying in the slump of one country's economy depends on each other's

corporations. This understanding opens the insight that our corporation has not been

managed properly. In special language, our corporation has not exercised governance. A

survey from Booz-Allen in East Asia in 1998 showed that Indonesia had the lowest

corporate governance index with a score of 2.88, far below Singapore (8.93), Malaysia

(7.72) and Thailand (4.89). The low quality of GCG corporations in Indonesia is

suspected to be the downfall of these companies (Dewi, 2017).

Good Corporate Governance is a concept that concerns the structure of the

company, the division of duties, the division of authority, and the division of

responsibility of each element that makes up the company's elements, and the

mechanisms that must be taken by each of these elements (Fabiola, 2015). Good

Corporate Governance serves to foster customer trust. The implementation of good

corporate governance will prevent mistakes in decision-making and self-beneficial

actions, and it will automatically increase the value reflected in financial performance

(Rahman, 2017).

The main objective of Good Corporate Governance is to create a system of checks

and balances to prevent misuse of resources and still encourage company growth

(Syofyan, 2021). Good corporate governance should provide appropriate incentives for

the board and management to pursue goals for the benefit of the company and its

shareholders and facilitate effective oversight (Ardianto, 2023).

In Indonesia, we have started to create conducive conditions for implementing

Good Corporate Governance (GCG) by issuing regulatory tools that meet international

standards. However, more needs to be done to change perceptions and corporate

motivations and improve our justice system to support enforcing those rules (Ningtyas,

2020). One of the causes of the vulnerability of companies in Indonesia to economic

turmoil is the weak implementation of GCG, which includes fairness, openness,

accountability, and responsibility (Ardani, 2017). These four principles must work

simultaneously to obtain optimal results in the company's management. Efficient and

effective management of the company is important because it can have an impact, among

others, The size of the profits that the company will obtain, Whether or not the risk will

be experienced by the company that can cause losses, Guaranteed or not effective

production in the company; and To maintain business continuity and continuity. For the

company's business transactions to be efficient, it must do and fulfil several things, one

of which is the basic principles of GCG. The principles of good corporate governance are

transparency, accountability, responsibility, independence, equality, and fairness.

Therefore, every company should ensure that GCG principles are applied to every aspect

of business at all levels so that the company's main objectives can be achieved (Hakim,

2021).

Juridical Analysis Of The Commissioners Of Limited Liability Companies Who Exercise The

Authority Of The Executive Board Of Directors In Terms Of Good Corporate Governance

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Facts on the ground show that implementing Good Corporate Governance (GCG)

in Indonesia is still voluntary, and there are no sanctions if companies do not implement

GCG. Furthermore, Gallus added that GCG is a concept that regulates and controls

companies to create added value for all stakeholders (Awwalya, 2019). Therefore, the

implementation of GCG will succeed if the principles of transparency, accountability,

responsibility, independence and equality are implemented in accordance with the

provisions of Bappepam 2003. One way to create GCG is by running the functions of the

internal organs of PT.

As an "artificial person", the company cannot act alone. The Company has no will

to run itself. Therefore, people who have the will are needed to run the company according

to the aims and objectives of the company's establishment. In the Limited Liability

Company Law, the people who will run, manage, and manage this company are referred

to as "company organs". Each organ in the company has different duties and authorities

in managing and managing the company. The organs in the PT consist of three elements:

First, the General Meeting of Shareholders (GMS); Second, the Board of Directors; and

third, the Commissioners. All of them have their duties and functions.

Then, with the establishment of organs in the PT that have their respective duties

and functions, each organ has its work obligations. These differences in functions also

impact the differences in the responsibilities of each organ in the PT. However, it becomes

a problem if one of the PT organs cannot carry out its duties due to an obstacle. Can other

organs represent it? This would be interesting for us to discuss in this article.

The objectives of the research set by the author, in line with the problem

formulation, include:

1. To find out the legal basis and functions of the organs in a Limited Liability Company

(PT)

2. To know the legal impact on PT organs carrying out other organs' duties and

authorities.

Research Methods

This study adopts normative juridical research methods. The research approach

used in this study is an analytical descriptive approach to provide a thorough and

systematic view of the situation under study. Two main approaches are used: the statutory

approach (statute approach) and the conceptual approach (conceptual approach). This

approach is used to review all relevant laws and regulations. Researchers will identify

consistency and compatibility between various applicable laws through this approach. A

conceptual approach will be used when no legal rules directly govern the issue under

study. This approach is based on existing views and doctrines in legal science to develop

an understanding of law and legal principles relevant to the problem.

Willem Engel Oktavianus Umboh, Ismail, Puguh Hari Setiawan

Jurnal Indonesia Sosial Teknologi, Vol. 5, No. 4, April 2024 1560

Results and Discussion

Legal Basis and Internal Organs of PT

A limited Liability Company is an artificial person, a legal entity that is deliberately

created and has the same rights and obligations as humans. If humans have limbs, the

company has organs such as commissioners, directors, and the General Meeting of

Shareholders. The rights and obligations of these corporate organs are regulated not only

by law but also by the Articles of Association and doctrine. Changes to the company's

Articles of Association can only be made by the provisions in the Articles of Association.

In the Limited Liability Company Law, what is masked as a Limited Liability

Company is a legal entity established under an agreement, which carries out business

activities with a certain capital, which is entirely divided into shares, and meets the

requirements stipulated in this Law and its implementing regulations. Based on the

limitations given by Article 1 point 1 of the Limited Liability Company Law mentioned

above, five (5) main things can be stated here:

Limited Liability Company as a Legal Entity

Legal science recognises two kinds of Legal Subjects: personal legal subjects

(natural persons) and legal subjects in the form of legal entities. Each of these legal

subjects applies different legal provisions from one another, although in certain cases, a

generally accepted rule can be applied. One of the distinctive features that distinguishes

personal legal subjects from legal subjects of legal entities is the time of birth of the legal

subject, which will ultimately determine the moment of birth of the rights and obligations

of each legal subject.

According to Article 1, paragraph (2) of the Indonesian Civil Code, on the subject

of personal law, the status of a legal subject is considered to have existed even when the

individual was in the womb. In legal entities, the existence of legal entity status is only

obtained after it obtains approval from authorised officials, who provide their rights,

obligations and assets for the legal entity, regardless of the rights, obligations and assets

of the founders, shareholders, and management. Article 7 Paragraph (4) of the Law states

that "the company obtains the status of a legal entity after the deed of establishment is

ratified by the Minister." In the Commercial Law Code, only a few articles state the

company as a legal entity. Still, in the UUPT, Article 1 point 1 states that the company is

a legal entity. This means that the company meets scientific requirements as a supporter

of rights and obligations, including owning its founder's or management's assets. As a

legal entity, the company fulfils the elements of a legal entity as specified in the Limited

Liability Company Law. These elements are:

1. Organized organisation

In Article 1 Point 2 of the Limited Liability Company Law, we can see corporate

organs consisting of the General Meeting of Shareholders (GMS), Board of Directors,

and Commissioners.

2. Own wealth property.

According to Articles 31 and 32 of the Law, this own asset is authorised capital

consisting of the entire nominal value of cash shares and other assets.

Juridical Analysis Of The Commissioners Of Limited Liability Companies Who Exercise The

Authority Of The Executive Board Of Directors In Terms Of Good Corporate Governance

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3. Conduct legal relations yourself.

As a legal entity, the company conducts its legal relations with third parties

represented by management, the Board of Directors, and Commissioners. The Board of

Directors is fully responsible for the interests and objectives of the company and

represents the company, both in and out of court. In carrying out its activities, the Board

of Directors is under the supervision of the Board of Commissioners, which sometimes

assists the directors in carrying out their duties.

4. Has its purpose. This objective is determined in the company's Articles of Association

because the company runs the company, and the company's primary goal is to make a

profit.

PT was first regulated in Article 36 to Article 56 of the KUHD, which has been in

force in Indonesia since 1848. This regulation also proves that the form of limited liability

company has long been known in Indonesia. Other arrangements are also contained in

Articles 1233 to Article 1356 and Articles 1618 to Article 1652 of the Civil Code. During

the New Order period, Law Number 1 of 1995 concerning Limited Liability Companies

was issued, which became the lex specialis of company arrangements in the KUHD and

Civil Code. Consequently, Articles 36 to 56 of the Criminal Code, which is the legal basis

of NV, are no longer the legal basis of PT (actually, NV is not always the same as PT).

However, LLCs that have been legalised before the enactment of this law, as long as they

do not conflict with their articles of association, may remain in effect. In the reform era,

Law Number 40 of 2007 concerning Limited Liability Companies (now referred to as the

Limited Liability Company Law) was passed. New things regulated in this Law include

Social and Environmental Responsibility (TJSL), which is the application of the concept.

The organs of a PT are the GMS, the Board of Directors, and the Board of

Commissioners, which are organs of the company that have their respective authorities

for running the company. The GMS holds the highest power as a consortium of

representatives of all shareholders with the issuance of GMS Resolutions. Meanwhile,

the Board of Directors and Commissioners are organs appointed by the GMS to run the

company, which has equal powers between the two, each of which is not mutually

responsible except to the GMS. In the PT Law, it is expressly stated that the company's

organs consist of:

a. General Meeting of Shareholders (GMS),

b. Board of Directors, and

c. Commissioner.

Legal Impact of Exercise of Authority by Other Organs in PT

As a legal entity, in principle, a Limited Liability Company can have all rights and

obligations owned by each individual, except personal matters, which can only be carried

out by natural persons, as stipulated in the First Book of the Civil Code, and part of the

Second Book of the Civil Code concerning inheritance. To carry out all its rights and

obligations, legal science has formulated the functions and duties of each organ of the

Company, which differ from one another. We know these organs as the General Meeting

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Jurnal Indonesia Sosial Teknologi, Vol. 5, No. 4, April 2024 1562

of Shareholders, Management, and the Board of Commissioners. The following will

describe these organs.

a. General Meeting of Shareholders (GMS)

Article 1 point 2 of Law No. 40 of 2007 promulgated on August 16, 2007 (State

Gazette of the Republic of Indonesia, Year 2007 No. 06, Supplement to the State Gazette

of the Republic of Indonesia No. 4756) places the General Meeting of Shareholders from

now on referred to as GMS in the first order of 3 (three) organs of the Company. The

other two organs of the Company are the Board of Directors and the Board of

Commissioners. Indonesia, as countries that adopted civil law (Civil law system), adheres

to a two-tier management system in which there is a Board of Directors institution that

runs the management of the company and a Board of Commissioners in charge of

supervising the management (management) of the company by the Board of Directors.

This is different from common law countries that recognise a Single-tier

Management structure where the management of the Company is under the complete

control of the Board of Directors, while supervision on behalf of management carried out

by the Board of Directors is in the hands of shareholders, law forming bodies, creditors

of the Company, and other parties who have interests. The Common Law system does

not recognise the institution of the Board of Commissioners.

Looking back at the enactment of the old Limited Liability Company law still in

force, namely Law No. 1 of 1995 concerning Limited Liability Companies, Article 1

Point 3 states that the GMS is the highest organ of the Company and has the power to

determine the direction and objectives of the Company.69 This is because the GMS is

placed in the first order of 3 (three) organs of the Company; besides that, the GMS also

has authority that is not given to the Board of Directors and the Board of Commissioners

of the Company. Until Law No. 40 of 2007 was enacted concerning Limited Liability

Companies, GMS was still placed first in the Company's organs. Still, the Article stating

that GMS is the highest organ of the Company is no longer listed.

b. Management

Management in a Limited Liability Company is carried out by individuals assigned

by the Limited Liability Company in an organ called the Board of Directors (under the

supervision of the Board of Commissioners). The Board of Directors, according to Article

1 point 5 of Law No. 40 of 2007 concerning Limited Liability Companies, is an organ of

the Company that is authorised and entirely responsible for the management of the

Company for the benefit of the Company, by the aims and objectives of the Company and

represents the Company, both inside and outside the court by the provisions of the articles

of association.

Although there is no clear and definite formulation regarding the position of the

Board of Directors in a Limited Liability Company, it is clear that the Board of Directors

is the highest management body of the Company. This is because the Board of Directors

is entitled and authorised to run the company, act for and on behalf of the Company (both

in and out of court), and is responsible for the management and running of the Company

Juridical Analysis Of The Commissioners Of Limited Liability Companies Who Exercise The

Authority Of The Executive Board Of Directors In Terms Of Good Corporate Governance

Aspects

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for the interests and objectives of the Company. This is as inferred from Article 1, number

5 Jo. Article 82 Jo. Article 92 and Article 98 of the Law.

The Limited Liability Company Law requires that members of the Board of

Directors be natural persons. That means the legal system of the Indonesian Company is

not known to the management of the Company by other legal entities or other business

entities ex officio (both legal entities and non-legal entities). Individuals (who are

appointed as members of the Board of Directors) are those who are capable of acting in

law, have never been declared bankrupt by the court or members of the Board of Directors

or Board of Commissioners (other companies) who have been found guilty of causing the

bankruptcy of the Company and have never been sentenced to prison for committing

criminal acts that harm state finances within five years (last), As of the date of his

appointment.

The duties, obligations, and authorities of the Board of Directors of a Limited

Liability Company according to Law No. 40 of 2007 concerning Limited Liability

Companies have been affirmed in Article 92 paragraph (1), which states, "The Board of

Directors carries out the management of the Company for the benefit of the Company and

by the aims and objectives of the Company," further in Article 97 paragraph (1) states:

The Board of Directors is responsible for the management as referred to in Article 92

paragraph (1)". From Article 92 paragraph (1) and Article 97 paragraph (1), it can be seen

that the Board of Directors, in carrying out their positions, must be oriented to the interests

and objectives of the Company. This means that the activities carried out and decisions

taken must be carried out in the interests and objectives of the Company. Article 92 and

Article 97 provide a fence for the duties to be carried out by the Board of Directors to be

their responsibility. The fence is the "interest of the Company." In other words, the Board

of Directors is not allowed to do things on behalf of the Company or use the Company

that is not in the interest of the Company or contrary to the interests of the Company.

c. Board of Commissioners

The third organ in the Company is the Board of Commissioners. The Board of

Commissioners, according to Article 1 point 6 of the Law, is an organ of the Company in

charge of conducting general and special supervision by the articles of association and

providing advice to the Board of Directors. This provision is continued by Article 108

paragraph (1) of the Law, which states that the board of the Board of Commissioners

supervises management policies regarding the Company and the Company's business and

advises the Board of Directors.

In carrying out, the Board of Commissioners in a Limited Liability Company is

subject to several juridical principles according to the provisions of the Law. These

principles are as follows:

1. The Board of Commissioners is a supervisory body (supervising body). In addition to

supervising the actions of the Board of Directors, the Board of Commissioners also

supervises the Company in general.

Willem Engel Oktavianus Umboh, Ismail, Puguh Hari Setiawan

Jurnal Indonesia Sosial Teknologi, Vol. 5, No. 4, April 2024 1564

2. The Board of Commissioners, Directors, and GMS are independent. In principle, the

Board of Commissioners is an independent body, not subject to anyone's power, and

carries out its duties solely for the benefit of the Company.

3. The Board of Commissioners does not have management authority (non-executive)

even though the Board of Commissioners is a decision-maker. In principle, the Board

of Commissioners does not have management authority. The board of directors is the

only party with management or executive duties.

4. The Board of Commissioners cannot give binding instructions to the Board of

Directors even though the primary duty of the Board of Commissioners is to supervise

the implementation of the duties of the Board of Directors. Still, the Board of

Commissioners is not authorised to give direct instructions to the Board of Directors.

This is because if this authority is given to the Board of Commissioners, then the

position will change from a supervisory body to an executive body.

Each organ in PT has its functions and duties, such as only the role of the Board of

Directors in making executive decisions. The commissioner does not own this executive

decision-making. However, in practice, some commissioners take actions that the Board

of Directors should take in the case of a PT that still needs to be more prominent in scope.

For example, in the case of creating a development account where the creation of an

account is executive, because of a sure thing, the Commissioner of PT acts. However, this

cannot be justified as stipulated in the UUPT. Exceptional authority belongs only to the

Board of Directors, not Commissioners.

The Commissioner's action to carry out executive PT activities may occur on

condition of approval from the Board of Directors in the form of a power of attorney

given to the Commissioner by the Board of Directors. This is to obtain legality from the

Board of Directors for actions taken by the Commissioners. Upon the existence of a power

of attorney, it can be said that the action taken by the Commissioner violates authority,

which results in the non-implementation of good corporate governance in the PT.

In the case of account creation by PT, of course, the Bank will ask the applicant's

legality in advance. If the applicant is a Commissioner, of course, the Bank will ask for a

power of attorney from the Board of Directors to ensure that the actions taken by the

Commissioners have received approval from the Board of Directors. This is important in

the event that if the Commissioners take executive action, of course, the Board of

Directors will be responsible for these actions. So, in this case, there needs to be a power

of attorney from the Board of Directors to the Commissioners as a sign that the Board of

Directors approves the Commissioners' actions and knows the consequences arising from

these actions.

Conclusion

The legal basis for establishing a PT is regulated in Article 36 to Article 56 of the

KUHD, which has been in force in Indonesia since 1848. This rule also proves that the

limited liability company form has long been known in Indonesia. Other arrangements

are also contained in Articles 1233 to Article 1356 and Articles 1618 to Article 1652 of

Juridical Analysis Of The Commissioners Of Limited Liability Companies Who Exercise The

Authority Of The Executive Board Of Directors In Terms Of Good Corporate Governance

Aspects

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the Civil Code. During the New Order period, Law Number 1 of 1995 concerning Limited

Liability Companies was issued, which became the lex specialis of company

arrangements in the KUHD and Civil Code. Furthermore, the government issued Law

Number 40 of 2007 concerning Limited Liability Companies (starting now referred to as

the Limited Liability Company Law). The internal organs of the PT consist of three

elements: First, the General Meeting of Shareholders (GMS); Second, the Board of

Directors; and third, the Commissioners. Each organ in PT has its duties and functions. If

the Commissioner commits an executive action, which is an act under the authority of the

Board of Directors, it cannot be done as stipulated in the law. Commissioners can take

action according to the duties and functions of the Board of Directors with the mechanism

of approval from the Board of Directors for actions taken by Commissioners. Such

approval can be done by giving power of attorney to the Commissioner.

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Jurnal Indonesia Sosial Teknologi, Vol. 5, No. 4, April 2024 1566

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