Prinsip Fiduciary Duty dalam Pelaksanaan Rapat Umum Pemegang Saham pada Perseroan Terbatas (Studi Putusan Nomor 214/Pdt.G/2021/Pn.Jkt.Utr)

Abstract

The importance of holding a General Meeting of Shareholders (GMS) in a company lies as the absolute responsibility of the Board of Directors, as the organ entrusted with the authority and duty to manage the company. However, the implementation of the GMS is also inseparable from the role of the Board of Commissioners, which has the authority and duty to supervise and provide advice to the Board of Directors regarding their management actions. The roles of the Board of Directors and the Board of Commissioners in the implementation of the GMS within the company can be observed through Civil Court Decision Number 214/Pdt.G/2021. This thesis discusses three main research questions: (1) What are the responsibilities of the Board of Directors and the Board of Commissioners in managing a Limited Liability Company? (2) How is the principle of fiduciary duty applied in the management of a Limited Liability Company by the Board of Directors and the Board of Commissioners? and (3) How is the principle of fiduciary duty applied in the North Jakarta District Court Decision Number 214/Pdt.G/2021? The research method used in this thesis is normative legal research. The data sources utilized include primary, secondary, and tertiary legal materials, using a literature study technique. This study concludes that the responsibilities of the Board of Directors and the Board of Commissioners are regulated under Law Number 40 of 2007 concerning Limited Liability Companies. The panel of judges in Civil Case Number 214/Pdt.G/2021 has upheld the application of the fiduciary duty principle to both the Board of Directors and the Board of Commissioners. Based on the research findings, it is recommended that the government promptly establish more detailed and operational implementing regulations concerning the responsibilities of directors and commissioners in limited liability companies. Furthermore, it is advised that all directors and commissioners within a company adhere to the fiduciary duty principle as a form of fiduciary responsibility. Notaries, as public officials responsible for drafting corporate deeds, are also advised to comply with legal provisions to ensure the validity and legal force of such deeds.