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Shareholders & Stakehoders

Arif Hartono, SE. MHRM. PhD.

Learning Objectives
To understand the difference between

shareholders & stakeholders To be aware of the various different stakeholders group To have an overview of the way that shareholders & stakeholders are provided for in various CG codes & guidelines To understand the roles that shareholders & stakeholders can play in companies & the development of CG

Stakeholders & Shareholders


Stakeholder: any individual or

grouined p on which the activities of the company have an impact (including shareholder...) Shareholders: an individual, firm or other entity that own shares in a company

Stakeholders & Shareholders


Shareholders being distinct from other

stakeholders group:

Shareholders invest their money to provide risk capital for the company In many jurisdictions, shareholders rights are enshrined in law

Shareholders & Responsibility


Shareholders are not involved in the operation

of the corporation, except through their election of the BOD Own stocks but have no access to assets The real value of stock: dividend payment, share resell, potential asset value at the dissolution of the corporation The rights include: receiving information, electing board members, submitting & voting on proposal policy

Shareholders & Responsibility


Receiving Information: Shareholders expect that they will receive accurate and representative information regarding the corporations policies and particularly its financial situation. How shareholders do communication?
These communications are offered to shareholders by way of the annual shareholder meeting as well as through reports that are released on annual and quarterly schedules. Shareholders must also be assured that they are receiving all important information related to issues that arise between the releases of reports.

Shareholders & Responsibility


Electing Board Members Shareholders vote to elect board members who they believe will take good care of their investment in the corporation. In most situations the shareholders vote on potential candidates who were nominated and screened by the sitting board members. It is also possible for shareholders to nominate potential directors themselves, but these nominees will have to be screened by the board before being included on the ballot.

Shareholders & Responsibility


Problems that may arise in electing

the Board: Some problems that can arise and create an insufficient system in terms of electing appropriate representation include inadequate information about prospective directors and an inability to nominate candidates.

Shareholders & Responsibility


Proposal Submission and Voting

Throughout the fiscal year, shareholders are able to submit proposals to help direct the corporation in the direction that they deem fit. Several protocols are consistently required for shareholder proposals. Without adherence to these protocols, the proposals will not be considered by the board.

Shareholders & Responsibility


The rule shareholder proposal submission:

The shareholder must own at least 1% of the companys stock, have owned it for at least one year, and must commit to continual ownership through the voting date. The shareholder may not submit more than one proposal per voting period. The proposal may not be more than 500 words in length and must not relate to any prohibited proposal content.

Shareholders Meeting
Shareholder meetings are held to

provide shareholders with a forum in which to gain information and cast votes. Although designed to ensure that investors are able to actively protect their investments, shareholder meetings can be largely unproductive when not run effectively.

BODs Duties
To protect shareholder interests, the board is assigned two

fiduciary duties:

Duty of loyalty In keeping with the duty of loyalty, the board and its members are required to act on behalf of shareholder and company interests, rather than their own. Duty of care This duty requires that company directors make reasonable efforts to care for the companys interests.

Board members who do not meet either of these duties are

subject to reprisal through shareholder petition for dismissal, class action suits, or legal injunction.

Shareholders in Indonesia
The rule of share holders in the

Indonesian companies can be found in page 21 of Pedoman Umum GCG Indonesia

Stakeholder Groups
Employees: the company provides livelihood Providers of credit Suppliers:

Provide goods or services Continuity of the company suistanability of the suppliers Buy products Social, environmental, & ethical aspect of corporate behavior

Customers

Stakeholder Groups
Local communities Corporate employees many local people Unemployment social impacts Environmental groups Protection to environment (e.g. ollution) Government To ensure that companies comply to socially responsibility, ethical & environmental considerations Employment, monetery, market supply... Fiscal

Role of Stakeholders &


Shareholders
Depend on national laws, customs, &

individual companys approach UK & US: the emphasis is on the relationship between the shareholders (owners) & the directors (managers) German & French: partnership between capital & labor, provide for employee representation at board level, bank (providers of finance) may also represented on the supervisory board.

Stakeholders in Indonesia
The rule of stakeholders in the

Indonesian companies can be found in page 23 of Pedoman Umum GCG Indonesia

Conclusions
Companies should take account of the

views of various stakeholders in addition to those of shareholders Maintaining & enhancing shareholder value should consider stakeholders interests Interaction among all of interests suitanability in the long-term operations.