Article 101
(1) Members of the Board of Directors shall be obliged to submit report to the Company regarding the shares of the Company or other Company owned by the relevant members of the Board of Directors and/or their families, to be further registered in the special register.
(2) Any member of the Board of Directors who fails to perform its obligation as referred to in paragraph (1), and causes loss to the Company, shall be personally liable against such loss.
Article 102
(1) The Board of Directors shall be obliged to request the GMS approval to :
a. transfer the Company’s assets; or
b. secure the Company’s assets.
which constitutes of more than 50% (fifty percent) from the total net assets of the Company in 1 (one) transaction or more, either separate or inter-related.
(2) The transaction as referred to in paragraph (1) letter a shall be the transfer of the Company’s net assets which occurs within the period of 1 (one) accounting year or other longer period as stated in the articles of association of the Company.
(3) The provision as referred to in paragraph (1), shall not apply to the action to transfer or secure the Company’s assets, which is performed by the Board of Directors as the implementation of the Company’s business activities in accordance with the articles of association.
(4) The legal action as referred to in paragraph (1) shall remain binding for the Company even though without any approval from the GMS, as long as the other party has a good faith in conducting such legal action.
(5) The provision on quorum and/or the adoption of resolution of GMS as referred to in Article 89, shall apply mutatis mutandis for GMS resolution to approve the action of the Board of Directors as referred to in paragraph (1).
Read the rest of this entry »
Filed under: Hukum