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Bankruptcy can no longer be understood solely as a mechanism for liquidating assets to meet debtor obligations, but has evolved into a restructuring instrument that directly impacts corporate governance and stakeholder protection. This study aims to analyze how bankruptcy functions as a corporate restructuring mechanism, how this process influences the redistribution of power in corporate governance, and the extent to which the bankruptcy legal system provides balanced protection for various stakeholders. The research method used is normative legal research with a statutory, conceptual, and limited comparative approach. The analysis is conducted on the provisions of Law Number 37 of 2004 concerning Bankruptcy and PKPU (Investment Suspension) and regulations related to corporate governance, combined with theoretical studies on fiduciary duty, stakeholder theory, and the corporate rescue paradigm. The results illustrate that bankruptcy functions as a governance restructuring mechanism that transfers control from the board of directors to the curator and creditor forum, thereby creating a redistribution of power within the company. The dominant creditor primacy orientation has the potential to create an imbalance in protection for non-creditor stakeholders, including workers and other economically impacted parties. These conditions indicate the need for normative reconstruction, including redefining fiduciary obligations during the insolvency phase, strengthening stakeholder protection, and harmonizing corporate governance principles with the insolvency law regime. This research is expected to contribute academically to the development of a bankruptcy model that is not solely focused on debt resolution but also considers aspects of business sustainability and substantive justice in modern corporate governance.

This study aims to examine the influence of board characteristics (educational background, tenure diversity, age diversity, and board size) and ownership structure (institutional ownership and foreign ownership) on Corporate Social Responsibility Disclosure. The theoretical basis for explaining the research findings is stakeholder theory and upper echelon theory. The data sample for this study is consumer sector companies, namely cyclical consumers and non-cyclical consumers listed on the Indonesia Stock Exchange in the 2021-2024 period, with a total of 368 observations. The sample determination used nonprobability sampling techniques and purposive sampling methods. Data analysis in this study was conducted using multiple linear regression methods with the assistance of the EViews 13 software. The results show that educational background and foreign ownership have no effect on CSR disclosure. Meanwhile, tenure diversity, age diversity, board size, and institutional ownership have a positive and significant effect on CSR disclosure. These findings support stakeholder theory, which emphasizes that companies are required to fulfill stakeholders’ information needs through transparent CSR disclosure. Furthermore, the research results also support the upper echelon theory which explains that the characteristics of the board of directors influence the company's strategic decision-making, including decisions related to CSR disclosure.

This study aims to examine the factors influencing tax avoidance, with debt (leverage) acting as a mediating variable. The independent variables include internal audit compliance, sales level, capital intensity, firm political connections, and corporate social responsibility (CSR). The sample consists of 306 manufacturing firms from the consumer goods, basic materials, and industrial sub-sectors listed on the Indonesian Stock Exchange during the 2019–2021 period, selected using purposive sampling.The study employs multiple linear regression and robust regression to compare results across each year of observation. The findings indicate that capital intensity and political connections of the board of directors have a significant effect on tax avoidance, particularly when leverage (Debt to Asset Ratio) serves as a mediating variable. This suggests that firms with high capital intensity and strong political connections tend to use debt strategically to reduce their tax burden. In contrast, internal audit compliance, political connections of the board of commissioners, and sales levels do not show a significant impact on tax avoidance under either regression method. Overall, the results highlight the importance of monitoring leverage usage and political connections to prevent excessive tax avoidance practices.

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.

Abstract. The increasing number of cases involving corporate losses that implicate the liability of directors in limited liability companies highlights the importance of a comprehensive understanding of the scope and nature of such liability from a civil law perspective. This study aims to analyze the liability of directors for corporate losses as well as the factors influencing the emergence of such legal liability. The method used is normative legal research with a legislative and conceptual approach, through a review of legislation, legal literature, and relevant court decisions. The results of the study indicate that directors’ liability is not automatic but depends on proving the existence of fault or negligence in performing their duties, in accordance with the principles of due diligence and good faith. Furthermore, factors such as weak internal controls, lack of transparency, and directors’ limited legal understanding are the primary causes of corporate losses. The implications of this study underscore the importance of implementing sound corporate governance principles, enhancing directors’ competence, and ensuring consistency in law enforcement to achieve a balance between legal protection and accountability in corporate management.

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.

The policy of involving expatriates in the board of directors of State-Owned Enterprises (SOEs) has become a debated issue, particularly regarding its implications for corporate governance and national workforce interests. The main problem discussed in this article is how the policy of expatriate involvement in the board of directors of PT Garuda Indonesia is viewed from the perspective of Good Corporate Governance (GCG). This study aims to analyze the suitability of the policy with GCG principles and its implications for corporate governance and company performance. The research method used is a literature review by examining laws and regulations, academic journals, policy reports, and other relevant secondary sources. The analysis is conducted based on five main GCG principles, namely transparency, accountability, responsibility, independence, and fairness. The results show that the involvement of expatriates in the board of directors of PT Garuda Indonesia has the potential to strengthen corporate governance through the adoption of global managerial standards, improvement of institutional credibility, and acceleration of organizational transformation and efficiency. However, this policy also faces challenges, especially related to transparency in the selection process and the assurance of knowledge transfer to local human resources. It can be concluded that the expatriate involvement policy will provide optimal benefits if it is implemented consistently with GCG principles and accompanied by a strong commitment to strengthening local managerial capacity.

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.

Earnings management is a deliberate strategy based on multidimensional considerations. The impact of earnings management practices is not necessarily positive, so mitigation measures are necessary to mitigate any negative impacts. This article aims to observe and analyze research developments regarding the role of the Board of Directors (BOD) in reducing discretionary accruals in Islamic banking. This article uses a qualitative literature study approach by analyzing articles from previous studies based on criteria that include article quality and research focus. Analysis of the answers to the research questions is conducted based on the results of empirical research in previous studies. Based on the analysis, a review of previous articles provides a strong argument that the role of the Board of Directors (BOD) plays a significant and complex role in influencing earnings management practices in the Islamic banking sector. The effectiveness of the BOD is not universal, but is highly dependent on its specific attributes, including competence, size, and activeness. It has been proven that competence is the attribute that plays the most role in reducing discretionary accruals. Meanwhile, characteristics such as board size and activeness show mixed results, indicating that mere physical and administrative presence is not enough without being balanced with substantive expertise, independence, and effective board work dynamics. This complexity is exacerbated by inconsistent findings and limited scope of studies on accrual techniques. Therefore, strengthening governance in Islamic banking must focus on improving the quality of human resources on the board of directors, especially in terms of technical expertise in finance and accounting. There is an academic gap for future research by exploring moderating variables, real manipulation techniques, and the dynamics of interactions between governance elements in the dual structure that characterizes Islamic banking

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.