Shareholders’ Rights and Authority
BRI has 2 (two) types of shares, namely Series A Dwiwarna shares and Series B shares. The Series A Dwiwarna shareholders are the controlling shareholders, which have the following privilege:
- Owned only by the Government of Indonesia.
- Nominate members of the Bank’s Board of Directors or Board of Commissioners;
- Approve the appointment and dismissal of members of the Board of Directors or Board of Commissioners;
- Approve amendments to the Articles of Association including capital amendment
- Approve merger, consolidation, acquisition, and divestment of the Bank; file for bankruptcy; and liquidation of the Bank;
- Request and/or receive reports from the Board of Commissioners;
- Request reports and elaboration on certain matters from the Board of Directors and/or Board of Commissioners by taking into account the prevailing laws and regulations.
The shareholders of Series A Dwiwarna and Series B shares have equal rights aside from the privileges reserved for the shareholders of Series A Dwiwarna shares, except otherwise specified by the Articles of Association, among others:
- Attend, express opinion, and cast a vote in the GMS, based on the principles of 1 (one) share, 1 (one) vote;
- Receive corporate information in timely, proper, and regular manner, unless concerning confidential matters, allowing shareholders to make investment decisions based on accurate information;
- Receive share of the Bank’s profits appropriated for shareholders in the form of dividends and other profit sharing, correspondent to the number of shares owned;
- Request to convene a GMS by one or more shareholders, who either alone or jointly represent 1/10 (one-tenth) or more of the total shares issued by the Company with valid voting rights, as long as carried out in good faith, for the Company’s interests and not in conflict with laws and regulations and the Articles of Association of the Company;
- Receive comprehensive and accurate information concerning the procedures of the GMS, so that shareholders can participate in decision-making, including decisions on matters that affect the Company’s on-going performance and rights of shareholders;
- In the event that there is more than one type and class of shares in the Company, then each shareholder has the right to be treated equally and to vote according to the type, classification and the number of shares owned.