Publication Search

This study examines the legal accountability of the Board of Directors of PT. Humpuss Intermoda Transportasi in relation to ultra vires conduct, with particular reference to Court Ruling No. 439/Pdt.G/2011/PN.JKT.SEL. Employing a normative-doctrinal legal methodology supported by statutory and comparative analyses, this research investigates the standard of director liability within Indonesian company law and contrasts it with the English ultra vires framework. Indonesia's Limited Liability Company Act (Law No. 40 of 2007) establishes that directors bear full accountability for corporate actions performed within the boundaries set by the Articles of Association and prevailing regulations; any action exceeding such boundaries constitutes an ultra vires act that is void ab initio and non-binding upon the company. Research findings reveal that the directors of PT. Humpuss Intermoda Transportasi overstepped their authority when they issued the Linsen Corporate Guarantee and the Nelson Corporate Guarantee without the mandatory written consent of the Board of Commissioners, thereby contravening Article 13(1) of the Company's Articles of Association and Articles 92(1) and 97(2) of Law No. 40 of 2007. The South Jakarta District Court consequently imposed joint and several personal liability on the said directors. A comparative review discloses that Indonesia maintains a more rigid application of the ultra vires doctrine relative to England, whose Companies Act 2006 introduced a good-faith-based flexibility that effectively confines ultra vires liability to situations where directors act dishonestly and cause demonstrable corporate harm. Notwithstanding this divergence, the directors' actions in the present case would equally qualify as ultra vires under English law given the verified prejudice inflicted on the company.

This study aims to conduct a systematic synthesis of available empirical evidence to empirically ascertain the impact of Board of Directors' competence on earnings management practices in Islamic banking. The research employs a qualitative literature review approach. A literature search was performed on the Scopus database for the period 2010–2025, utilizing a combination of the keywords "Islamic bank," "Board of Director," and "Earnings Management." From an initial pool of 127 identified documents, a rigorous screening process based on inclusion and exclusion criteria yielded 53 reputable journal articles as the final units of analysis. Data analysis was conducted using thematic analysis to synthesize substantive findings. The synthesis results consistently confirm that Board of Directors' competence demonstrates a negative and significant impact on earnings management practices in Islamic banking. However, the effectiveness of this impact is not homogeneous. The principal findings identify three crucial boundary conditions: (1) The presence of specific expertise in finance and Sharia contracts at the board level serves as the primary differentiator of supervisory effectiveness; (2) The complementary interaction with the Sharia Supervisory Board (SSB) moderates the strength of this relationship; and (3) The regional institutional context (centralization model in Southeast Asia vs. decentralization in the GCC) significantly influences the effectiveness of governance in curbing the manipulation of discretionary accounts, including the Profit Equalization Reserve (PER).

This study aims to examine the effect of the board of directors, audit committee, and public accounting firm size on corporate financial performance. The population consists of manufacturing companies in the food and beverage sub-sector listed on the Indonesia Stock Exchange and not delisted during the 2019–2023 period. The sampling technique used was purposive sampling, resulting in 33 companies selected as research samples. This research employs a quantitative approach using secondary data obtained from company financial reports published by the Indonesia Stock Exchange and official corporate websites. Data analysis was conducted using SPSS (Statistical Package for Social Science) version 25, applying multiple linear regression analysis to examine the relationships among the research variables. The results indicate that the board of directors and audit committee do not have a significant effect on financial performance. In contrast, the size of the public accounting firm has a positive effect on financial performance. These findings suggest that the quality and reputation of external auditors play an important role in enhancing corporate financial performance.  

This study investigates the interconnected roles of board gender diversity and Environmental, Social, and Governance (ESG) performance on firm performance within Indonesia's distinctive two-tier corporate governance system. Utilizing a panel dataset of 80 companies listed on the Indonesia Stock Exchange from 2021 to 2023 and employing a fixed-effects regression model, the analysis measures gender diversity on both the Board of Commissioners (BOC) and Board of Directors (BOD) using the Blau Index, with firm performance proxied by Tobin's Q and ESG performance sourced from Refinitiv Eikon scores. The empirical results reveal that gender diversity on both the BOC and BOD does not have a statistically significant effect on firm performance, failing to support agency, upper echelons, and gender socialization theories. Furthermore, ESG performance demonstrates a significant negative direct effect aligning with the trade-off perspective that current implementation costs outweigh benefits. Crucially, the analysis finds that ESG does not moderate the board diversity-performance relationship, as both interaction terms are statistically insignificant. These findings collectively indicate that the potential governance and strategic advantages of board gender diversity are not being realized in the Indonesian context. The study concludes that this is attributable to several structural barriers, including tokenistic board appointments, the early-stage and often symbolic nature of ESG adoption focused on compliance rather than integration, and a weak institutional environment characterized by voluntary frameworks and socio-cultural constraints that limit the substantive influence of women in governance roles.

Business judgment rule (BJR) is a principle of protecting directors from suboptimal business decisions that result in company losses. The purpose of this study is to analyze and to explore the legal provisions of BJR and its application principles, which are often related to several cases of directors of companies in making business decisions. The following study uses a normative research method (normative legal research) with a descriptive analytical nature that examines secondary data sources obtained from reading library materials which are finally analyzed qualitatively. Regulations related to BJR can be found in the provisions of the Limited Company Law, the Financial Services Authority Regulation for public companies, and the BUMN Law, as well as the Regulation of the Minister of BUMN in regulating BJR and the application of the principles good corporate governance within the scope of state-owned enterprises. The principle of BJR protection for company directors applies as long as they can prove themselves in managing the company within the corridor fiduciary duty, duty of care, duty of skill, duty of loyalty, and not involved in the practice conflict of interest.

This research aims to analyze the effect of CEO power and board gender diversity on modern slavery disclosure (MSD) among Indonesia’s top 50 publicly listed companies by market capitalization. The research uses a quantitative approach with secondary data collected from annual and sustainability reports during the 2022–2024 period. The results show that CEO power has a negative and significant effect on MSD, indicating that stronger CEO power will reduce disclosure transparency. Furthermore, gender diversity on the board of commissioners also shows a negative and significant relationship with MSD, indicating that female representation in supervisory roles has not yet contributed into greater social accountability within Indonesian firms. Meanwhile, gender diversity on the board of directors shows no significant effect. These results suggest that internal governance factors such as CEO power and limited female influence in top positions still hinder companies from being transparent about social and ethical issues. In conclusion, stronger regulations and independent oversight are needed to improve companies’ transparency regarding modern slavery practices.

Firm value reflects investors’ perception of a company’s success, which is generally measured through its stock price. To enhance firm value, companies are required to manage their operations with integrity, efficiency, and professionalism, while safeguarding stakeholders’ interests through the implementation of Good Corporate Governance (GCG). GCG establishes a framework governing the relationships among shareholders, management, creditors, and the government in relation to their respective rights and responsibilities. In addition to GCG, environmental performance also plays an important role in influencing firm value. Effective corporate management should therefore align with the three dimensions of the Triple Bottom Line framework: profit, people, and planet. This study aims to obtain empirical evidence on the effect of Good Corporate Governance implementation and environmental performance on firm value. The research was conducted on manufacturing companies listed on the Indonesia Stock Exchange (IDX) during the 2021–2024 period. A total of 41 companies were selected as samples using the purposive sampling method. Data were collected from the official IDX website (www.idx.id) and the respective companies’ official websites. The data were analyzed using multiple linear regression analysis. The results indicate that the independent board of commissioners, board of directors, and environmental performance have a positive and significant effect on firm value. However, the audit committee does not have a significant effect on firm value.

The limits of authority among the company’s organs in corporate management are expressly regulated under the UUPT, which assigns managerial and representative functions to the Board of Directors, supervisory and advisory functions to the Board of Commissioners, and control functions to the General Meeting of Shareholders. In practice, these authorities are often not implemented effectively, resulting in various violations. Such violations do not always arise from ultra vires acts but may also stem from negligence in exercising the granted authority. Improper management, administrative omissions, and passive supervision contribute to the risk of loss upon revocation of a mining business license. The absence of a valid license removes the company’s legal basis for operating and triggers potential liability for he organs that were negligent. This research employs a normative juridical approach with a descriptive-analytical specification. Data were obtained from primary, secondary, and tertiary legal materials through literature review and case study of Decision No. 3/Pdt.G/2023/PN.Mgg. Directors must distinguish between beheer and beschikking actions when determining the scope of corporate management. Meanwhile, the Board of Commissioners is obligated to conduct supervision and provide advice proactively, whether requested or not, as a manifestation of good faith.

Qanun of Banda Aceh City Number 4 of 2022 emphasizes that the Tirta Daroy Regional Public Company of Drinking Water aims to provide fair and sustainable drinking water services. The legal relationship between the customer and the company is regulated through the Decree of the Board of Directors PEG Number. III/10/PDAM/2020. However, there are still many customers who are in default in the form of late payments that cause losses to the company and are contrary to Article 1243 of the Civil Code regarding the obligation of debtors to compensate for losses due to negligence. This study aims to analyze the default settings in the customer connection agreement at  the Tirta Taroy Regional Public Drinking Water Company  , identify the factors causing defaults, and explain the form of applying civil sanctions to customers who commit defaults. This study uses an empirical juridical method with qualitative descriptive analysis based on legal and field data. The results of the study show that the most dominant forms of default in customers of the Tirta Daroy Regional Drinking Water Public Company are late and arrears of payments, not paying at all and misuse of water connections. The main causative factors include economic conditions, administrative negligence, and intentional elements. Legally, this default causes financial losses and disrupts the sustainability of public services. Sanctions are applied in stages through notices, warnings, summonses, to fines, compensation, or disconnection. The Tirta Daroy Regional Public Company is advised to follow up on customer complaints, improve the billing system, adjust the sanction clause proportionately, and increase legal awareness through socialization.

One of the organs of a Limited Liability Company that often becomes a guarantor of a company’s debt is the Board of Directors. In practice, when a company can no longer carry out its obligations to pay debts, the guarantor is often bankrupted together with the debtor. Article 2 paragraph (1) jo. Article 8 paragraph (4) of the Bankruptcy and PKPU Law states that if the Debtor has two or more Creditors and has debts that are due and collectible, then the request for a bankruptcy statement must be granted if there are facts or circumstances that are proven simply. This research was conducted to examine the legal considerations of judges regarding the application of simple proof in Decision Number 20/Pdt.Sus-Bankruptcy/2022/PN.Niaga.Smg and what the implications are for the Directors of the company who act as a personal guarantee for their company’s debt. The results showed that the legal consideration of the majority of the Panel of Judges examining the case are not entirely in accordance with the Bankruptcy and PKPU Law, as the panel of judges only focused on fulfilling formal requirements without considering the principles of bankruptcy, which will have a broad impact on the parties involved. In addition, the juridical implications arising from the decision are that the Directors of the company as a personal guarantee remains personally responsible for the company’s debt, thus causing bankruptcy for him and the company.

Earnings quality refers to the accuracy of a company in presenting its earnings information. It reflects the quality of the company’s financial statements, indicating whether the reported earnings can be considered reliable or not. Earnings quality is influenced by several factors, one of which is the decision-making of the board of directors (CEO). The CEO is regarded as the most powerful individual within a company, exercising authority over corporate decisions, including the disclosure of financial information. In recent times, many women have taken on the role of CEO, and their presence is no longer underestimated. The purpose of this study is to provide empirical evidence on the effect of female CEO presence and CEO education on earnings quality. The research was conducted on all companies listed on the Indonesia Stock Exchange (IDX) for the 2019–2022 period. The sample size was determined using a saturated sampling method, resulting in 2,792 observations. Data were collected using a non-participant observation method, and the analysis technique employed was multiple linear regression analysis. The results of this study show that female CEO presence and CEO education have no significant relationship with earnings quality.

This study examines the legal liability of a Limited Liability Company (LLC) before and after bankruptcy, with a focus on the roles of the board of directors, board of commissioners, and the curator appointed by the Commercial Court. Prior to bankruptcy, the liability for the company's obligations rests primarily with the board of directors and the board of commissioners, especially when debts arising from binding agreements remain unpaid. In situations where the company is unable to fulfill its payment obligations, and such inability is confirmed by a final court ruling, responsibility for managing and settling the company’s debts and assets is transferred to a court-appointed curator. The research analyzes the legal framework governing the curator’s authority, which operates under the supervision of a supervisory judge from the Commercial Court. The curator acts as the sole party responsible for handling the bankrupt entity’s obligations to creditors, ensuring compliance with applicable bankruptcy laws. This study uses a normative juridical approach, relying on legislation, case law, and legal doctrine to examine the extent of responsibility at each stage of the bankruptcy process. Special attention is given to the legal considerations of the Central Jakarta Commercial Court in Decisions Number 34/Pdt.Sus-Pailit/2024/PN Niaga Jkt.Pst and Number 38/Pdt.Sus-Pailit/2024/PN Niaga Jkt.Pst. Both rulings are found to be appropriate, as they meet the legal requirements for declaring an LLC bankrupt based on verified facts and circumstances. The findings underscore the importance of distinguishing between pre-bankruptcy liabilities—borne by company management—and post-bankruptcy responsibilities, which are entirely managed by the appointed curator. This clear allocation of responsibility ensures creditor protection, maintains judicial oversight, and upholds the principles of fairness and legal certainty in bankruptcy proceedings

The Law on State-Owned Enterprises (BUMN) by the Indonesian House of Representatives on February 4, 2025 has been ratified, and then signed by President Prabowo Subianto on February 24, 2025, destroying the concept of who the state administrators are as regulated in Law Number 28 of 1999 concerning the Implementation of a Clean State Free from Corruption, Collusion, and Nepotism.Law No. 1 of 2025 concerning BUMN, places the directors, commissioners, and supervisors of the state-owned company not as state administrators. This means that the Corruption Eradication Commission or KPK can no longer handle law enforcement in BUMN if corruption occurs, except for the Police, Prosecutor's Office and BPK (supervision), as stated in Article 3X of Law No. 1 of 2025, which states that: "The Agency's organs and employees are not state administrators. It is emphasized again in Article 9G: Members of the Board of Directors, Board of Commissioners, and Supervisory Board of BUMN are not state administrators". Meanwhile, financial supervision is still carried out by the Audit Board as stated in Article 3K: Audit of the management and financial responsibility of the Agency is carried out by the Audit Board. Although in the KPK Law, it is stated in Article 11 paragraph (1) that: "In carrying out the duties as referred to in Article 6 letter e, the Corruption Eradication Commission has the authority to conduct investigations, inquiries, and prosecutions against Corruption Crimes that: a. involve law enforcement officers, State Administrators, and other people related to Corruption Crimes committed by law enforcement officers or State Administrators; and/or b. involve state losses of at least IDR 1,000,000,000.00 (one billion rupiah)".Therefore, the Law Order, the KPK must submit and obey to carry it out, because the Law (UU) functions as a basic or principal rule for organizing the state, regulating society, a tool to limit power, and as a means of social renewal. The Law also functions to regulate life in society, the nation, and the state and is expected to be able to resolve various problems that exist in society.In fact, the impact of corruption in BUMN is no joke. The destruction of economic growth, state and community income can be disrupted which results in direct state losses, but leads to the potential for increasing poverty and the loss of the government's safety net in the form of declining quality of public services and investor confidence in Indonesia, etc.

This study aims to analyze the effect of Good Corporate Governance mechanisms on financial performance in infrastructure sector companies listed on the Indonesia Stock Exchange (IDX) for the 2019-2023 period. The GCG mechanism in question includes institutional ownership, board of directors, board of commissioners, and audit committee. The company's financial performance is measured using the Return on Assets (ROA) indicator. This research approach uses quantitative methods with panel data regression analysis techniques. The population in this study consisted of all infrastructure companies listed on the IDX during the observation period, and purposive sampling technique was used to determine the sample in accordance with certain criteria. The test results show that partially, only the audit committee variable has a positive and significant effect on financial performance. Meanwhile, the variables of institutional ownership, board of directors, and board of commissioners did not show a significant effect. These findings reinforce the importance of the audit committee's role in overseeing and ensuring effective governance to support the improvement of the company's financial performance.

Carbon emission disclosure is a form of corporate concern aimed at maintaining emission levels below permitted thresholds through written disclosures in sustainability reports. One of the factors identified as influencing carbon emission disclosure is the demographic background of the board of directors, including age, nationality, and educational background. This study aims to examine the influence of the board of directors' demographic background on carbon emission disclosure. The population in this study consists of energy sector companies listed on the Indonesia Stock Exchange (IDX) during the 2021–2023 period. The sample was selected using a purposive sampling method, resulting in 117 observations. Learning theory serves as the theoretical basis for the analysis and interpretation of the findings. Data analysis was conducted using the Statistical Package for Social Sciences (SPSS) software. The results indicate that age, nationality, and education of the board of directors have a positive effect on carbon emission disclosure. The theoretical implication of this study is that demographic backgrounds of board members contribute to the adoption of environmental reporting practices. Practically, the findings are expected to provide useful information and considerations for companies, investors, and policymakers in decision-making processes.

Corporate profits may be allocated either as dividends to shareholders or retained to support future investment activities. The proportion of dividends distributed serves as an indicator of management’s ability to balance reinvestment needs with shareholder returns. Decisions regarding dividend distribution are typically finalized during the General Meeting of Shareholders (GMS), following recommendations put forth by the board of directors. This research investigates how asset management influences dividend payments, assesses the impact of leverage on dividend distribution, and explores the moderating effect of company growth on the relationship between asset management and leverage with dividend payouts. The study focuses on companies listed in the High Dividend 20 Index (IDXHIDIV20) from 2019 to 2023. Using purposive sampling, 29 companies were selected, yielding 145 observations that consistently issued dividends throughout the study period. The analysis was conducted using Moderated Regression Analysis (MRA). Findings indicate that asset management positively affects dividend payments, whereas leverage does not exhibit a significant influence. Moreover, company growth is found to weaken the positive association between asset management and dividends, while it does not moderate the relationship between leverage and dividend payouts. These findings support both signaling theory and contingency theory, emphasizing that efficient asset utilization enhances corporate profitability, which in turn can lead to higher dividend distributions.

The property and real estate sector is one of the business sectors that makes a significant contribution to the country's economic turnover and growth. With the ever-evolving challenges, companies in the property and real estate sector must adapt their business strategies to remain competitive amidst uncertain market conditions. Therefore, innovation in resource management and efforts to enhance operational efficiency are essential to drive optimal profitability. This study aims to examine the effect of good corporate governance, proxied by the board of directors and audit committee, intellectual capital, firm size, and company growth on company profitability. This research utilizes secondary data sourced from the annual reports of property and real estate companies listed on the Indonesia Stock Exchange (IDX) for the 2021–2023 period. The sample was selected using a purposive sampling method based on specific criteria, resulting in a total of 50 companies as observations. The collected data were analyzed using SPSS software with a multiple linear regression method. The results indicate that the board of directors, audit committee, intellectual capital, and company growth do not have a significant effect on company profitability, whereas firm size has a positive and significant effect on company profitability.

This study aims to analyze the effect of gender diversity in the board of directors and the presence of an audit committee on the level of integrated reporting disclosure in manufacturing companies listed on the Indonesia Stock Exchange (IDX) during the 2021–2023 period. The study uses companies' annual reports as secondary data and applies multiple linear regression for analysis. The results show that both gender diversity and the audit committee have a positive and significant effect on integrated reporting disclosure. These findings support agency theory, which posits that sound corporate governance enhances transparency and reporting accountability. This research contributes theoretically to the literature on integrated reporting and offers practical implications for companies in formulating more sustainable and informative reporting strategies.

This study aims to analyze the effect of Corporate Governance on Integrated Reporting (IR) in State-Owned Enterprises (SOEs) listed on the Indonesia Stock Exchange (IDX) during the 2019–2023 period. Corporate Governance is measured using three indicators: Corporate Governance Perception Index (CGPI) score, the number of board of directors, and the number of audit committee members. Integrated Reporting is assessed based on the seven elements recommended by the International Integrated Reporting Council (IIRC). The sample was selected using purposive sampling, resulting in 55 SOEs. The data were analyzed using multiple linear regression with the aid of SPSS. The results show that CGPI and the board of directors have a positive and significant effect on Integrated Reporting, while the audit committee has no significant effect. These findings support agency theory, indicating that strong corporate governance plays an essential role in promoting transparency and accountability in reporting. The study implies the need to strengthen governance structures and encourages regulators to consider adopting IR as a future reporting standard.

This study examines the legal consequences and liability arising from actions taken by the Board of Directors and the Board of Commissioners of a limited liability company (Perseroan Terbatas PT) after their official terms of office have expired. Employing a cross-sectional quantitative survey design, a Likert-scale questionnaire was distributed to 270 respondent comprising corporate managers of publicly listed companies on the Indonesia Stock Exchange (large-, mid-, and small-cap) and corporate law practitioners in Greater Jakarta. Construct validity (KMO = 0.68; Bartlett’s Test p < 0.001) and reliability (Cronbach’s α = 0.78–0.84) confirmed the adequacy of the instrument. Descriptive analysis showed moderate mean scores for legal status of actions (Mean = 3.12) and reappointment mechanisms (Mean = 2.75). Pearson’s correlation revealed a significant positive relationship between “ultra vires” actions and civil liability risk (r = 0.582; p < 0.001) as well as criminal liability risk (r = 0.314; p < 0.001), whereas reappointment via the General Meeting of Shareholders (RUPS) correlated negatively with civil (r = –0.423; p < 0.001) and criminal (r = –0.287; p < 0.001) risks. Multiple linear regression reinforced these findings (R² = 0.52 for civil risk; R² = 0.31 for criminal risk). ANOVA indicated that small-cap firms faced the highest civil risk and that practitioners with over ten years of experience reported the lowest concern for criminal risk. These results underscore the need for proactive RUPS scheduling, multi-layered authorization systems, and strengthened compliance functions to mitigate ultra vires risks and reinforce good corporate governance.