The Proxy Shareholder Agreement is essential in Indonesian corporate governance when shareholders need to delegate their voting rights and other shareholder powers to a representative. This document is particularly crucial in situations involving foreign investors, institutional shareholders, or when shareholders cannot personally attend meetings and exercise their rights. The agreement must comply with Indonesian Company Law (Law No. 40 of 2007) and relevant OJK regulations, making it suitable for both private and public companies. The document typically includes detailed provisions on voting rights, meeting attendance, information rights, and reporting obligations, while ensuring that the proxy holder's actions align with the principal's interests and comply with local regulatory requirements. It's commonly used in corporate restructuring, investment scenarios, or when shareholders require long-term representation arrangements.
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1. Parties: Identification of the Principal (Shareholder) and the Attorney (Proxy holder), including complete legal names and addresses
2. Background: Context of the agreement, including details of the company whose shares are subject to the proxy arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Shares', 'Voting Rights', 'Proxy Rights', etc.
4. Appointment and Authority: Formal appointment of the proxy and detailed scope of authority granted
5. Duration: Term of the proxy agreement, including commencement date and expiry conditions
6. Rights and Powers: Specific enumeration of voting and other rights granted to the proxy holder
7. Obligations of the Proxy Holder: Duties and responsibilities of the proxy holder, including reporting requirements
8. Principal's Reserved Rights: Rights retained by the principal shareholder
9. Representations and Warranties: Standard representations from both parties regarding capacity and authority
10. Revocation and Termination: Conditions and process for ending the proxy arrangement
11. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Proxy Holder Remuneration: Terms of payment or compensation for the proxy holder, if applicable
2. Sub-delegation Rights: Rights and conditions for the proxy holder to delegate authority to others, if permitted
3. Confidentiality: Obligations regarding confidential information, if sensitive company information will be shared
4. Non-Competition: Restrictions on proxy holder's involvement with competing businesses, if relevant
5. Insurance and Indemnification: Provisions for protecting the proxy holder from liability, if agreed
6. Foreign Investment Compliance: Special provisions ensuring compliance with Indonesian foreign investment laws, if involving foreign parties
7. Digital Meeting Provisions: Specific provisions for electronic voting and virtual meetings, if relevant
1. Schedule 1 - Share Details: Details of the shares subject to the proxy arrangement, including share certificates numbers and class of shares
2. Schedule 2 - Scope of Authority Matrix: Detailed matrix showing which matters require consultation with the principal and which the proxy holder can decide independently
3. Schedule 3 - Company Information: Details of the company whose shares are subject to the proxy arrangement, including registration number and address
4. Schedule 4 - Required Notices and Filings: List of regulatory notices and filings required under Indonesian law for the proxy arrangement
5. Appendix A - Form of Proxy Notice: Standard form for proxy notices to be used in shareholder meetings
6. Appendix B - Reporting Template: Template for regular reports from proxy holder to principal
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