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direksi

Sudirman Said Merasa Kecolongan Soal Direksi Baru PLN

by Neng Nana September 16, 2026

written by Neng Nana

The governance of state-owned enterprises in Indonesia faced a moment of internal friction in late 2015 when then-Minister of Energy and Mineral Resources (ESDM), Sudirman Said, voiced public discontent regarding the appointment of four new board of directors members at Indonesia’s state electricity monopoly, PT PLN (Persero). Speaking from the State Palace in Jakarta on Wednesday, November 4, 2015, Sudirman revealed that the state-owned utility had proceeded with the inductions without waiting for the imminent installation of a new President Commissioner (Komisaris Utama).

The incident cast a spotlight on the intricate coordination dynamics, jurisdictional overlaps, and communication protocols between the Ministry of Energy and Mineral Resources, the Ministry of State-Owned Enterprises (SOEs), and the corporate governance boards of major state monopolies. While acknowledging that no explicit legal violations had occurred, Sudirman emphasized that the move defied administrative etiquette, creating an avoidable perception of haste and poor inter-agency synchronization.

Background Context on SOE Governance and Ministerial Oversight

To understand the weight of Sudirman Said’s remarks, one must examine the complex regulatory framework governing Indonesian state-owned enterprises (Badan Usaha Milik Negara, or BUMN). At the time, the stewardship of strategic national assets like PLN involved a dual-tier governance structure comprising the Board of Directors (Direksi), responsible for day-to-day operations, and the Board of Commissioners (Dewan Komisaris), tasked with supervisory and advisory duties.

Ministerial oversight of PLN was shared—often contentiously—between the Ministry of SOEs, led at the time by Rini Soemarno, and the Ministry of Energy and Mineral Resources, which held jurisdiction over the strategic, technical, and regulatory policies of the energy sector. While the Ministry of SOEs held the ultimate shareholder authority regarding appointments and corporate restructuring, the Ministry of ESDM maintained a critical interest in the operational leadership of PLN due to its mandate over national electrification, power tariff policies, and strategic energy infrastructure projects.

The appointment of executive board members within a utility of PLN’s scale—which supplies electricity to tens of millions of customers across the archipelago and manages multi-billion-dollar infrastructure projects—typically demands rigorous alignment among stakeholders. The absence of a newly designated President Commissioner at the time of the directorate appointments meant that crucial supervisory inputs and consensus-building mechanisms were bypassed, setting off a minor political and administrative controversy.

Chronology of Events Leading to the Controversy

The sequence of events leading up to Sudirman Said’s public statement unfolded over several weeks in October and November 2015, marked by shifting leadership dynamics within Indonesia’s energy sector.

Early October 2015: Discussions concerning corporate restructuring and executive refreshes at PT PLN (Persero) intensified as the state utility faced mounting pressure to accelerate the government’s ambitious 35,000-megawatt power plant procurement program.

Mid-to-Late October 2015: Preparations for structural changes within the PLN board gained momentum. Simultaneously, executive search and vetting procedures were underway within the Ministry of SOEs to finalize the selection of a new President Commissioner to head the utility’s supervisory board.

November 4, 2015: PT PLN (Persero) officially swore in four new members to its Board of Directors. The ceremony proceeded without waiting for the formal installation of the incoming President Commissioner, whose appointment was already widely known within bureaucratic circles to be imminent.

Later on November 4, 2015: Speaking to reporters at the State Palace following a cabinet engagement, Minister Sudirman Said publicly addressed the matter. He expressed surprise at the speed of the induction, stating that while the utility was not strictly legally bound to delay executive appointments until a new commissioner assumed office, administrative customs and good corporate governance dictated otherwise. He noted his intention to seek clarification from Minister of SOEs Rini Soemarno regarding the background and rationale of the decision.

Administrative Etiquette Versus Legal Compliance

The crux of the disagreement centered on the tension between strict legal compliance and institutional courtesy. Under Indonesian corporate law and specific regulations governing BUMNs, operational decisions regarding executive appointments are executed under the authority of the controlling shareholder, represented by the Ministry of SOEs.

Sudirman pointed out that although existing commissioners remained on the board at the time of the induction, the impending arrival of a new President Commissioner warranted a period of consultation. According to the energy minister, standard corporate decorum requires the Chief Executive Officer (CEO/Direktur Utama) of a company to consult closely with an incoming supervisory head before finalizing high-level personnel changes.

Furthermore, Sudirman underscored that the standard procedure for proposing executive directors within a state enterprise fundamentally relies on constructive dialogue and vetting alongside the supervisory board. Bypassing this consultative phase, even if technically permissible under procedural loopholes, risked undermining internal cohesion and establishing a precedent where strategic appointments are rushed prior to leadership transitions on the supervisory board.

Reactions and Institutional Dynamics

The public airing of the "kecolongan" (caught off guard) sentiment highlighted underlying bureaucratic frictions between key ministries during the administration of President Joko Widodo. While the administration frequently emphasized cabinet solidarity and streamlined governance, policy execution across overlapping jurisdictions occasionally exposed divergent approaches to state enterprise management.

Minister of SOEs Rini Soemarno, whose ministry held direct administrative authority over the corporate actions of PLN, did not immediately issue a detailed public counter-statement on the day of Sudirman’s remarks. Observers noted that the appointment process fell squarely within the purview of the SOE Ministry’s prerogative to ensure operational agility. However, the lack of advance notice or informal alignment with the Ministry of ESDM—which bore the responsibility for the broader success of national energy policies—demonstrated systemic gaps in inter-ministerial communication.

Industry analysts and governance watchdogs weighed in on the episode, noting that strategic alignment between the Ministry of ESDM and the Ministry of SOEs was paramount. At the time, PLN was tasked with executing the monumental 35,000 MW electrification program, a flagship infrastructure initiative of the national government. Any friction between the sector regulator (ESDM) and the corporate shareholder (SOEs) risked creating operational bottlenecks or conflicting signals for PLN’s executive leadership.

Broader Implications for State-Owned Enterprise Reform

The 2015 PLN directorship episode served as a case study in the ongoing challenges of reforming Indonesia’s vast state-owned enterprise sector. Key implications derived from the event include:

The Need for Integrated Human Capital Governance in BUMNs
The incident underscored the necessity of harmonizing how executive talent is selected, vetted, and appointed within strategic monopolies. When multiple ministries hold stakes in the outcomes of an SOE—such as energy security versus financial asset management—structured coordination protocols become indispensable.
Managing Bureaucratic Transparency and Communication
Public disagreements among high-ranking ministers can project uncertainty to investors, creditors, and international partners involved in large-scale infrastructure financing. The episode prompted internal calls within the Indonesian bureaucracy for improved pre-consultation frameworks to resolve administrative nuances behind closed doors rather than through media statements.
Strengthening Supervisory Board Efficacy
The debate highlighted the vital role of the Board of Commissioners as a bridge between shareholders and executive management. Ensuring that new directors take office in tandem with, or with the full endorsement of, a fully constituted supervisory board reinforces checks and balances within state enterprises.

Conclusion

While the induction of the four new PLN directors proceeded without formal legal interruption in November 2015, Sudirman Said’s critique left an enduring mark on the discourse surrounding bureaucratic synergy in Indonesia. By spotlighting the departure from standard administrative customs, the episode catalyzed broader reflections on how executive appointments in critical national utilities should be managed. Ultimately, the incident reinforced the principle that for state-owned enterprises charged with driving national development, seamless coordination between regulatory bodies and shareholder ministries is just as vital as legal compliance.

September 16, 2026 0 comment

Business & Economy

OJK Pastikan Direksi dan Komisaris BEI Tetap Independen meski Kepemilikan Saham Bursa Berubah

by Neng Nana September 16, 2026

written by Neng Nana

The Financial Services Authority of Indonesia, known as Otoritas Jasa Keuangan (OJK), has reaffirmed its commitment to maintaining the institutional integrity and operational independence of the Indonesia Stock Exchange (BEI). This commitment comes amidst ongoing structural shifts toward demutualization, a process that transitions the exchange from a member-owned entity—traditionally dominated by brokerage firms—to a more diversified shareholding structure. As the market landscape evolves to accommodate broader ownership, the OJK has clarified that the governance of the bourse, specifically regarding its Board of Directors and Board of Commissioners, will remain strictly insulated from external shareholder influence to ensure fair and transparent market operations.

Understanding the Demutualization Context

Demutualization is a global trend among stock exchanges, aimed at improving governance, increasing capital flexibility, and enhancing operational efficiency. Historically, the Indonesia Stock Exchange functioned as a mutual entity, where the members—the brokerage firms—held ownership and voting rights. By transitioning to a corporate structure with shareholders, the exchange gains the ability to raise capital, invest in cutting-edge technology, and respond more agilely to global market fluctuations.

However, this transition introduces potential conflicts of interest. If a major stakeholder, such as a large institutional investor or a state-owned entity, gains significant control, there is a risk that the bourse’s decision-making process could be skewed to favor private interests over the broader public interest of market integrity. To mitigate this, the OJK is finalizing a new regulatory framework, the Draft OJK Regulation (RPOJK) on Stock Exchange Shareholders, which is currently undergoing harmonization with the Ministry of Law and Human Rights.

Regulatory Safeguards for Governance

Hasan Fawzi, the OJK’s Chief Executive for Capital Market, Derivative Finance, and Carbon Exchange Supervision, emphasized that the regulatory framework is designed to prioritize the "fit and proper" status of the exchange’s leadership. According to the OJK, regardless of who holds the majority stake, the appointment of directors and commissioners must undergo a rigorous vetting process conducted by the regulator.

"The management of the Stock Exchange, including both the Board of Directors and the Board of Commissioners, must operate with total independence," Hasan stated during the monthly Board of Commissioners Meeting (RDKB) press conference in August 2026. "Their selection process is subject to our strict fit and proper assessment, ensuring that individuals in these roles are qualified and free from undue influence from the shareholders who appointed them."

This mechanism serves as the primary firewall between capital ownership and operational management. By retaining the authority to approve or reject candidates, the OJK ensures that the exchange’s leadership remains accountable to the law and the capital market ecosystem rather than to the individual profit motives of shareholders.

Chronology of the Regulatory Evolution

The roadmap toward this structural shift did not occur overnight. It is the culmination of years of institutional reform within the Indonesian capital market:

2020-2023: Preliminary Studies: The OJK initiated internal reviews regarding the modernization of the capital market infrastructure, identifying the need for improved corporate governance to attract foreign institutional investors.
2024: Legislative Groundwork: Discussions regarding the Omnibus Law on Financial Sector Development and Strengthening (UU P2SK) provided the legal basis for more flexible capital structures for the exchange.
2025: Stakeholder Consultations: The OJK engaged in extensive dialogues with industry players, including the Indonesian Securities Companies Association (APEI) and various foreign institutional stakeholders, to address concerns about the shift in ownership dynamics.
Mid-2026: Draft Regulation Formulation: The RPOJK on Stock Exchange Shareholders reached the final stages of drafting, focusing on preventing concentration of power and ensuring that the exchange remains a "public utility" in spirit, even if it is a corporate entity in structure.
September 2026: Official Clarification: The OJK issued its formal stance on maintaining independence during the RDKB, signaling that the regulations are nearing implementation.

Preventing Regulatory Overlap and Conflicts

One of the primary concerns regarding demutualization is the potential entry of state-owned enterprises (SOEs) or government-affiliated institutions as shareholders. Critics argue that this could blur the lines between market regulation and political policy. Addressing this, the OJK has clarified that the inclusion of government-linked entities as shareholders will not result in a dilution of the OJK’s role as the sole regulator.

Hasan Fawzi noted that the oversight structure is clear: "The entry of state institutions as shareholders does not create overlapping authority. The OJK remains the sole, independent regulator of the Stock Exchange. All shareholders, whether private, public, or state-owned, must strictly adhere to existing capital market laws."

This separation ensures that while the government may have a seat at the table as a shareholder, it does not gain the power to dictate regulatory policies. The OJK retains the authority to enforce rules, impose sanctions, and oversee the integrity of trading activities, effectively creating a "regulatory moat" that protects the exchange from political or commercial encroachment.

Economic Implications for the Indonesian Market

The shift toward a demutualized exchange is expected to have several long-term benefits for the Indonesian economy. Firstly, it allows for a more diverse shareholder base, which could bring in international expertise and capital, potentially increasing the liquidity of the Jakarta Composite Index (JCI).

Secondly, by enforcing strict independence for the Board of Directors and Commissioners, the OJK is signaling to international markets that Indonesia is a safe, transparent, and robust environment for investment. Global institutional investors prioritize governance above all else; by codifying this independence into law, Indonesia lowers the "risk premium" associated with emerging market investments.

Furthermore, the focus on technological advancement is paramount. As a demutualized entity, the exchange can prioritize investments in blockchain-based settlements, enhanced cybersecurity, and more efficient trading algorithms—technologies that require significant capital expenditure that might be difficult to approve in a traditional member-owned model.

Analytical Perspectives on Market Integrity

Market analysts suggest that the success of this transition hinges on the OJK’s ability to consistently enforce these rules. The "fit and proper" test is a standard tool, but its effectiveness depends on the transparency of the evaluation criteria.

According to market observers, the OJK’s insistence on "independent management" is a necessary hedge against "crony capitalism." In many developing economies, the failure of stock exchanges to modernize often stems from the control exerted by a small circle of domestic broker-dealers who prioritize their own brokerage fees over market volume. By opening up ownership, the OJK is essentially breaking this monopoly while ensuring that the new shareholders remain subservient to the exchange’s mandate as a national asset.

The challenge, however, will be the transition phase. As the ownership structure changes, there will inevitably be a period of adjustment for current members. The OJK’s role will be to act as an arbitrator, ensuring that the transition does not disrupt market stability. The current regulatory path—focusing on legal clarity and institutional firewalls—is seen as a prudent approach to minimizing market volatility during this transformation.

Conclusion and Future Outlook

As the Indonesia Stock Exchange moves toward a new era of ownership, the OJK has laid the groundwork to ensure that the exchange’s core function—the fair and efficient mobilization of capital—remains uncompromised. By finalizing the RPOJK and maintaining firm control over the appointment of the exchange’s leadership, the regulator is balancing the need for modernization with the absolute necessity of institutional independence.

The upcoming implementation of these regulations will serve as a litmus test for the OJK’s influence. If successful, the demutualization will likely serve as a catalyst for a more vibrant, competitive, and globally integrated Indonesian capital market. For investors, the message is clear: while the faces of the shareholders may change, the rigorous regulatory oversight and the independence of the bourse’s management remain the bedrock of the market’s future stability. The OJK’s proactive stance underscores a clear message to all market participants—the Indonesia Stock Exchange is evolving, but its commitment to integrity remains non-negotiable.

September 16, 2026 0 comment