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Proxy Shareholder Agreement

Proxy Shareholder Agreement Template for Indonesia

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Key Requirements PROMPT example:

Proxy Shareholder Agreement

"I need a Proxy Shareholder Agreement under Indonesian law for a foreign corporate shareholder appointing a local proxy holder to represent their 25% shareholding in a Jakarta-based manufacturing company, with special provisions for digital meeting attendance and quarterly reporting requirements."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Annual General Meeting
Applicable Law
Articles of Association
Board of Directors
Board of Commissioners
Business Day
Company
Company Law
Confidential Information
Corporate Action
Effective Date
Extraordinary General Meeting
Financial Year
General Meeting of Shareholders
Governmental Authority
Indonesian Civil Code
Notice
OJK
Parties
Principal
Proxy Holder
Proxy Rights
Reserved Matters
Share Certificates
Shareholder Register
Shares
Special Resolution
Subsidiary
Term
Territory
Third Party
Voting Rights
Written Resolution
Clauses
Appointment
Authority
Scope of Powers
Voting Rights
Meeting Attendance
Information Rights
Reporting Obligations
Remuneration
Term and Duration
Termination
Revocation
Representations and Warranties
Confidentiality
Non-Competition
Indemnification
Sub-delegation
Compliance
Reserved Rights
Corporate Actions
Decision Making
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Regulatory Compliance
Further Assurance
Costs and Expenses
Relationship of Parties
Third Party Rights
Relevant Industries

Financial Services

Investment Management

Real Estate

Manufacturing

Technology

Mining

Agriculture

Retail

Healthcare

Infrastructure

Energy

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Investor Relations

Board Secretariat

Corporate Affairs

Risk Management

Executive Management

Investment

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Legal Officer

Investment Manager

Board Director

Shareholder Relations Manager

Corporate Governance Officer

Managing Director

Chief Executive Officer

Chief Financial Officer

Investment Director

Legal Manager

Corporate Affairs Director

Industries
Law No. 40 of 2007 on Limited Liability Companies: The primary corporate law in Indonesia that governs company formation, management, shareholder rights, and corporate governance structures
OJK Regulation No. 15/POJK.04/2020: Regulates the planning and implementation of General Meeting of Shareholders of Public Limited Companies, including provisions on proxy voting
Indonesian Civil Code (Kitab Undang-Undang Hukum Perdata): Provides the basic framework for contract law, including requirements for valid agreements and representation
Law No. 8 of 1995 on Capital Market: Governs securities trading and corporate actions in public companies, including provisions on proxy voting in listed companies
Law No. 25 of 2007 on Investment: Regulates foreign and domestic investment, including ownership restrictions that may affect proxy arrangements
OJK Regulation No. 42/POJK.04/2020: Regulates affiliated transactions and conflicts of interest in corporate actions, which may affect proxy arrangements
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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