Kedudukan Negara Selaku Pemegang Saham Istimewa (Golden Share) dalam Badan Usaha Milik Negara (BUMN)

Abstract

The position of the state as a golden shareholder in State-Owned Enterprises (SOEs) presents challenges in the decision-making process at the General Meeting of Shareholders (GMS). The extensive authority exercised by the state blurs the line between ownership and the principle of separate legal entity, which also raises concerns regarding the state's liability as a shareholder (piercing the corporate veil). This study employs a normative juridical approach with a prescriptive nature. Data analysis is conducted qualitatively by examining the practices within various SOEs. The findings reveal that although the primary objective of the golden share mechanism is to ensure state control over SOEs in fulfilling public welfare mandates as stipulated in Article 33 of the 1945 Constitution, in practice, it has led to legal uncertainty concerning strategic decisions made through the GMS. The state's excessive authority tends to violate the principle of the separate legal entity. Furthermore, the principles of Good Corporate Governance (GCG) have not been effectively implemented. It is recommended that regulations be strengthened regarding the state’s position as a shareholder. Additionally, clear limitations on the state’s authority are necessary to uphold the principle of the separate legal entity of SOEs as limited liability companies, along with the optimal implementation of GCG principles.