OECD Corporate Governance Factbook 2025: Indonesia
Table of contents
This Country Note consolidates information published in the 2025 edition of the OECD Corporate Governance Factbook. Along with the summary of recent developments, it provides an overview of Indonesia’s corporate governance framework and related information benchmarked against 51 other jurisdictions covered by the Factbook, including all OECD and G20 members.
The information in this document is as of 31 December 2024 unless otherwise specified.
For further details, please refer to the OECD Corporate Governance Factbook 2025.
1. Recent developments (as of 4 September 2025)
Copy link to 1. Recent developments (as of 4 September 2025)In January 2023, Indonesia enacted Law No. 4 of 2023 on the Development and Strengthening of the Financial Sector,1 which includes provisions for strengthening issuers and public companies in the capital market. As a follow-up, in December 2024, OJK issued OJK Regulation No. 45 of 2024 on the Development and Strengthening of Issuers and Public Companies.
In July 2023, the Financial Services Authority (OJK) issued OJK Regulation No. 13 of 2023 on Policies to Safeguard Capital Market Performance and Stability during Significant Market Fluctuations. The regulation allows public companies to buy back their shares without the approval of the general meeting of shareholders when market conditions fluctuate significantly.
In October 2023, OJK issued OJK Regulation No. 18 of 2023 on the Issuance and Requirements of Debt Securities and/or Sukuk Based on Sustainability. The new regulation expands the scope beyond green bonds to also cover green sukuk, social bonds/sukuk, sustainability bonds/sukuk, waqf sukuk, and sustainability-linked bonds.
In December 2023, OJK issued OJK Regulation No. 26 of 2023 on the Use of International Financial Reporting Standards in the Capital Market, providing guidelines for public companies listed in more than one country in preparing their financial statements.
In February 2024, OJK issued OJK Regulation No. 4 of 2024 on Reports of Share Ownership or Changes in Ownership of Public Companies and Pledging of Public Company Shares. The regulation shortens the reporting deadline for share ownership or ownership changes.2
In July 2024, OJK issued OJK Regulation No. 10 of 2024 on the Issuance and Reporting of Regional Bonds and Regional Sukuk.3
In May 2025, OJK issued OJK Regulation No. 9 of 2025 on the Dematerialization of Equity Securities and the Management of Unclaimed Assets in the Capital Market,4 providing the legal basis for public companies to issue securities in scripless form.
In July 2025, OJK issued Regulation No. 14 of 2025 on the Electronic Conduct of General Meetings of Shareholders, Bondholders, and Sukukholders. The regulation provides the legal basis for using information technology in these meetings,5 given the large number and wide geographical distribution of shareholders, bondholders and sukukholders in Indonesia.
In July 2025, OJK also issued OJK Regulation No. 17 of 2025 on Securities Offerings through Securities Crowdfunding Services. The regulation aims to enhance transparency, supervision, and governance of securities crowdfunding service providers and issuers.
2. Global markets and public equity ownership
Copy link to 2. Global markets and public equity ownership2.1. Size of the public equity market
Copy link to 2.1. Size of the public equity market|
No. of listed companies in Dec 2024 |
Change since Dec 2021 |
Market capitalisation in Dec 2024 |
Ratio to GDP |
||
|---|---|---|---|---|---|
|
Indonesia |
923 |
|
26.3% |
USD 760 bn |
54.5% |
|
OECD members |
21 618 |
|
4.3% |
USD 92 518 bn |
136.5% |
|
World |
46 086 |
|
11.3% |
USD 124 536 bn |
112.7% |
Note: “World” covers 98 jurisdictions. “OECD members” covers 38 countries.
Source: OECD Capital Market Series Dataset. IMF.
2.2. Public equity ownership by investor category
Copy link to 2.2. Public equity ownership by investor category
Note: “World” covers 98 jurisdictions.
Source: OECD Capital Market Series Dataset.
2.3. Ownership concentration by market
Copy link to 2.3. Ownership concentration by market
Note: The share of companies in each jurisdiction where the single largest shareholder and the three largest shareholders own more than 50% of the company’s equity capital. “World” covers 98 jurisdictions.
Source: OECD Capital Market Series Dataset.
3. Corporate governance and institutional framework
Copy link to 3. Corporate governance and institutional framework3.1. Regulatory framework on corporate governance
Copy link to 3.1. Regulatory framework on corporate governance|
Main public regulator |
Indonesia Financial Services Authority |
|
The largest stock exchange |
Indonesia Stock Exchange, a private corporation or association |
|
Main laws and regulations |
Company Law Capital Market as amended by Law Number 4 Year 2023 on Financial Sector Development and Strengthening (P2SK) |
3.2. Mechanisms for corporate governance code/principle
Copy link to 3.2. Mechanisms for corporate governance code/principle|
Code/principle |
Indonesia Good Corporate Governance Code |
||
|
Basis for framework |
Voluntary / law or regulation |
Approach |
Apply or explain / comply or explain |
|
Disclosure in annual report |
Not Required / required |
Surveillance |
Securities regulator |
|
Custodians |
Latest code update |
2015 |
|
|
Issuing body for national monitoring report |
- |
||
The categories that the jurisdiction fits into are highlighted in blue.
The bold numbers and words indicate country-specific additional information.
The numbers within parentheses indicate the number of jurisdictions applicable to each category.
For further information on the methodologies used for the categorisations, please see the OECD Corporate Governance Factbook 2025.
4. The rights of shareholders and key ownership functions
Copy link to 4. The rights of shareholders and key ownership functions4.1. Shareholders’ rights for the general meeting
Copy link to 4.1. Shareholders’ rights for the general meeting|
Notice period |
10-15 days (10) |
20-21 days (20) |
22-28 days (6) 22 days |
>28 days (16) |
|
|
Shareholding threshold for placing agenda items* |
<3% (23) |
3-4 % (6) |
5% (22) |
>5% (6) |
|
|
Shareholding threshold for requesting meeting* |
<3% (5) |
3-4 % (4) |
5% (28) |
>5% (20) 10% |
|
|
Deadline for meeting after request |
≤15 days (3) |
16-30 days (14) |
31- 90 days (26) 51 days |
No specific deadline (9) |
|
|
Shares without voting rights with preferential right to dividends |
Allowed (34) |
Issuing share with limit (14) |
Not allowed (3) |
No provision (1) |
|
|
Shares without voting rights and preferential rights to dividends |
Allowed (26) |
Not allowed (14) |
No provision (12) |
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Multiple classes of shares with a different no. of votes each |
Allowed (28) |
Allowed with limit (3) |
Not allowed (14) |
No provision (7) |
|
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Timing of disclosure of voting result after meeting |
Up to 5 days (32) 2 business days |
Within 6-15 days (19) |
Others (1) |
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Provision regarding hybrid shareholder meetings |
Allowed by law/regulation/rule (47) |
Recommended by code (2) |
No provision (3) |
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Provision regarding virtual shareholder meetings |
Allowed by law/regulation/rule (42) |
Recommended by code (2) |
No provision/virtual shareholder meetings are not allowed (8) |
||
* Some jurisdictions belong to multiple categories because of the additional requirements other than a percentage of shareholding.
4.2. Related party transactions (RPTs)
Copy link to 4.2. Related party transactions (RPTs)|
Immediate disclosure |
Required (49) |
Not required (3) |
|
Periodic disclosure |
Required (45) |
Not required (7) |
|
Board approval for certain RPT |
Required (45) |
Not required (7) |
|
Shareholder approval for certain RPT |
Required (36) |
Not required (16) |
4.3. Takeover bid rules
Copy link to 4.3. Takeover bid rules|
Takeover bid approach* |
Ex-ante (9) |
Ex-post (42) |
|||
|
Threshold for mandatory takeover bid* |
<30% (12) |
30-33% (24) |
33-50% (8) |
>50% (2) |
Control over the board and others (5)** |
|
Minimum bidding price (price paid by offeror) *,*** |
Highest in 3-4 months (3) |
Highest in 6 months (14) |
Highest in 12 months (19) |
Other requirement (8) |
No requirement (11) |
|
Minimum bidding price (market price) *,*** |
Average in 1-3 months (6) |
Average in 6 months (9) |
Average in 12 months (2) |
Other requirement (11) |
No requirement (29) |
* Jurisdictions where mandatory takeover bid rules exist are included.
** While this item marks only one category per jurisdiction, Indonesia also sets a threshold for mandatory takeover bids at 50% of voting rights.
*** Some jurisdictions belong to multiple categories.
4.4. Stewardship and fiduciary responsibilities
Copy link to 4.4. Stewardship and fiduciary responsibilities|
National frameworks |
|
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|
Institutional investors |
Disclosure on voting policies |
Law/regulation/rule (23) |
Both (Law/regulation/rule and code) (11) |
Code (4) |
Code and industry association requirement (1) |
Industry association requirement (1) |
Comply or explain (6) |
No provision (6) |
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Policy of conflicts of interest |
Law/regulation/rule (28) |
Both (Law/regulation/rule and code) (14) |
Code (3) |
Industry association requirement (2) |
Comply or explain (4) |
No provision (1) |
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Disclosure on conflicts of interest |
Law/regulation/rule (19) |
Both (Law/regulation/rule and code) (12) |
Code (1) |
Industry association requirement (1) |
Comply or explain (6) |
No provision (13) |
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Constructive engagement |
Law/regulation/rule (15) |
Both (Law/regulation/rule and code) (4) |
Code (4) |
Industry association requirement (2) |
Comply or explain (5) |
No provision (22) |
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Proxy advisors |
Disclosure on voting policies |
Law/regulation/rule (16) |
Both (Law/regulation/rule and code) (2) |
Code (3) |
Comply or explain (3) |
No provision (28) |
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|
Policy of conflicts of interest |
Law/regulation/rule (20) |
Both (Law/regulation/rule and code) (1) |
Code (3) |
Comply or explain (3) |
No provision (25) |
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Disclosure on conflicts of interest |
Law/regulation/rule (20) |
Both (Law/regulation/rule and code) (1) |
Code (3) |
Comply or explain (3) |
No provision (25) |
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4.5. Company groups
Copy link to 4.5. Company groups|
Disclosure on beneficial owners |
Mandatory to public (38) |
Mandatory to the regulator only (7) |
Mandatory to the regulator and voluntary to public (4) |
Voluntary to public (1) |
Absence of mandatory/voluntary disclosure provisions (2) |
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Disclosure on shareholder agreements |
Mandatory to public (39) |
Mandatory to the regulator only (2) |
Absence of mandatory/voluntary disclosure provisions (11) |
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Disclosure on cross shareholdings |
Mandatory to public (24) |
Mandatory to the regulator only (2) |
Voluntary to public (1) |
Absence of mandatory/voluntary disclosure provisions (25) |
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5. The board of directors
Copy link to 5. The board of directors5.1. Basic board structures and independence
Copy link to 5.1. Basic board structures and independence|
Board structure |
One-tier system (24) |
Optional for one-tier and two-tier system (18) |
Two-tier system (7) |
Multiple options with hybrid system (3) |
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Separation of CEO and board chair |
Separation is required (14) |
Separation is recommended (16) |
Incentive mechanism (2) |
Not required/ recommended (10) |
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|
Appointment of independent directors |
Regulation* |
1 person (4) |
2-3 persons (12) |
20-30% (4) |
33% (9) |
≥50% (6) |
Not applicable (22) |
|
Code* |
1 person (1) |
2-3 persons (5) |
20-30% (1) |
33% (8) |
≥50% (20) |
Not applicable (22) |
|
* Some jurisdictions belong to multiple categories.
5.2. Board-level committees
Copy link to 5.2. Board-level committees|
Setting audit committee (AC) |
Law/regulation/rule (45) |
Code (7) |
||||||
|
Setting nomination committee (NC) |
Law/regulation/rule (12) |
Code (32) |
No provision (8) |
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Setting remuneration committee (RC) |
Law/regulation/rule (16) |
Code (29) |
No provision (7) |
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AC member independence |
Regulation |
1-3 persons (7) |
Majority (22) |
100% (9) |
Not applicable (14) |
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Code |
1-3 persons (1) |
Majority (10) |
100% (2) |
Not applicable (39) |
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NC member independence |
Regulation |
1-3 persons (3) |
Majority (7) |
100% (2) |
Not applicable (40) |
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Code |
1-3 persons (2) |
Majority (20) |
100% (2) |
Not applicable (28)* |
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RC member independence |
Regulation |
1-3 persons (3) |
Majority (10) |
100% (2) |
Not applicable (37) |
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Code |
1-3 persons (2) |
Majority (13) |
100% (10) |
Not applicable (27)* |
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Risk management role of AC |
Law/regulation/rule (27) |
Code (15) |
No provision (10) |
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* It is recommended that companies ensure at least 33% of the members are independent.
5.3. Auditor independence, accountability and oversight
Copy link to 5.3. Auditor independence, accountability and oversight|
Professional auditor bodies |
|
|||
|
Public oversight body |
|
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Approval of external auditor by shareholders |
Law/regulation (47) |
No provision (5) |
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Recommendation or nomination of auditor by AC |
Law/regulation/rule (46) |
Code (5) |
No provision (1) |
|
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Reviewing the auditor’s scope by AC |
Law/regulation/rule (41) |
Code (8) |
No provision (3) |
|
5.4. Board nomination and election
Copy link to 5.4. Board nomination and election|
Majority voting |
Required (42) |
Not required (10) |
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Qualification for board candidates |
Law/regulation/rule (11) |
Both law/regulation/rule and code (5) |
Code (22) |
No provision (14) |
|
Info to shareholders on candidates’ qualifications |
Law/regulation/rule (26) |
Both law/regulation/rule and code (6) |
Code (14) |
No provision (6) |
5.5. Board and key executive remuneration
Copy link to 5.5. Board and key executive remuneration|
Criteria on structure of board remuneration |
Required (28) |
Recommended (23) |
No provision (1) |
|||
|
Long-term incentive for board |
Law/regulation/rule (18) |
Code (17) |
No provision (17) |
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Shareholder approval on remuneration policy |
Binding, vote required (28) |
Binding, vote recommended (1) |
Advisory, vote required (10) |
Advisory, vote recommended (3) |
Choice between approval or articles of association (4) |
No provision (6) |
|
Shareholder approval of level of remuneration |
Binding, vote required (28) |
Binding, vote recommended (1) |
Advisory, vote required (14) |
Advisory, vote recommended (2) |
Choice between approval or articles of association (3) |
No provision (4) |
5.6. Gender composition on boards and in senior management
Copy link to 5.6. Gender composition on boards and in senior management|
Women’s participation in 2024 |
Boards of directors |
10% |
||
|
Managerial positions |
- |
|||
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Gender diversity on boards |
Quota |
- |
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Target |
- |
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Disclosure on gender composition of boards |
Law/regulation/rule (34) |
Code (4) |
No provision (14) |
|
6. Corporate sustainability
Copy link to 6. Corporate sustainability6.1. Sustainability-related disclosure
Copy link to 6.1. Sustainability-related disclosure|
Key resources |
OJK Regulation Number 51/POJK.03/2017 |
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|
Sustainability disclosure |
Law/regulation (41) |
Listing rules (6) |
Code (4) |
Relevant provision without specific requirement or recommendation (1) |
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Disclosure standards |
IFRS Sustainability Standards (9) |
European Sustainability Reporting Standards (24) |
Other international standards (4) |
Other local standards (6) |
No provision (9) |
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Primary users |
Investors (9) |
Multiple Stakeholders (33) |
No provision (10) |
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Sustainability matters |
All material sustainability matters (44) |
Only climate-related matters (2) |
No provision (6) |
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6.2. Sustainability governance
Copy link to 6.2. Sustainability governance|
Board responsibilities for sustainability |
Law/regulation (20) |
Listing rules (5) |
Code (12) |
No provision (15) |
|
Key resources |
- |
|||
6.3. ESG rating agencies and index providers
Copy link to 6.3. ESG rating agencies and index providers|
ESG rating and index providers* |
Framework for ESG ratings (32) |
Framework for index providers (31) |
No provision (17) |
|
Disclosure of methodologies |
Law/regulation (29) |
Code (4) |
No provision (19) |
|
Disclosure of management of conflicts of interest policy |
Law/regulation (30) |
Code (4) |
No provision (18) |
* Some jurisdictions belong to multiple categories.
6.4. Sustainability-related assurance
Copy link to 6.4. Sustainability-related assurance|
Framework |
Law/regulation (31) |
Code (1) |
Public consultation/ active consideration (9) |
No provision or consultation (11) |
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Assurance service providers* |
Statutory auditors (21) |
Service providers with accreditation by a public organisation (11) |
Other service providers (3) |
No provision (1) |
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Level of assurance* |
Limited assurance currently or planned (33) |
Reasonable assurance currently or planned (6) |
No provision (2) |
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Key resources |
- |
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* Some jurisdictions belong to multiple categories.
This work is published under the responsibility of the Secretary-General of the OECD. The opinions expressed and arguments employed herein do not necessarily reflect the official views of the Member countries of the OECD.
This document, as well as any data and map included herein, are without prejudice to the status of or sovereignty over any territory, to the delimitation of international frontiers and boundaries and to the name of any territory, city or area.
The full book is available in English: OECD (2025), OECD Corporate Governance Factbook 2025, OECD Publishing, Paris, https://doi.org/10.1787/f4f43735-en.
© OECD 2025
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Notes
Copy link to Notes← 1. It is also known as the Financial Sector Omnibus Law (FSOL).
← 2. The shortened reporting deadline aligns with Article 87(3) of FSOL, from a maximum of 10 business days to 5 business days after acquiring voting rights. The technical provisions on this matter are further regulated in OJK Circular Letter No. 10/SEOJK.04/2025.
← 3. It aligns with Law No. 1 of 2022 on Fiscal Relations between the Central and Regional Governments and Government Regulation No. 1 of 2024 on the Harmonization of National Fiscal Policy.
← 4. The regulation also sets out the mechanism for managing unclaimed assets in the capital market.
← 5. It aims to enhance efficiency and effectiveness while mitigating the risk of failing to reach a quorum.
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