Analisis Yuridis Kewenangan Dewan Komisaris terhadap Perubahan Susunan Direksi dan Dewan Komisaris tanpa Komite Nominasi dan Remunerasi pada PT Gunung Raja Paksi Tbk (Studi Putusan Nomor 98/Pdt.G/2020/PN Ckr)

Abstract

Public companies should ideally be managed by competent Boards of Directors and Boards of Commissioners. In order to supervise the quality and competence of the Board of Directors and Board of Commissioners, the Financial Services Authority (OJK) through POJK No. 34/POJK.04/2014 and National Committee on Governance Policy (KNKG) recommend the establishment of Nomination and Remuneration Committee in public companies. This research discusses the case in Decision Number 98/Pdt.G/2020/Pn Ckr regarding the process of nominating candidates for the Board of Directors and Board of Commissioners carried out without the Nomination and Remuneration Committee at PT Gunung Raja Paksi Tbk, who were then appointed at the Extraordinary General Meeting of Shareholders on February 10, 2020. The type of research used is normative legal research using a statutory approach. This research is descriptive in nature, utilizing data sources in the form of primary, secondary, and tertiary legal materials obtained through literature study techniques. The data analysis in this research employs qualitative methods. This research conclude that the mechanism of changing the composition of the Board of Directors and Board of Commissioners in a Limited Liability Company has been regulated in Law Number 40 of 2007 regarding Limited Liability Companies. However, there are no regulations regarding the nomination process prior to changes in the company’s management. The responsibility of the Nomination and Remuneration Committee is to ensure that candidates for the Board of Directors and Board of Commissioners proposed meet the established criteria of the company, but there are no rules regarding the implementation of the nomination and remuneration functions by the Board of Commissioners unilaterally. The Extraordinary General Meeting of Shareholders of PT Gunung Paksi Tbk on February 10, 2020, shows the inaccuracy of the nomination process for changes in the composition of board, in which the unilateral takeover of the nomination function by the Board of Commissioners violates the principles of good corporate governance.