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Indonesia - Clearstream

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<strong>Indonesia</strong><br />

Market infrastructure<br />

Institutions and organisation<br />

<strong>Indonesia</strong> Stock Exchange (IDX) - (www.bei.co.id)<br />

The <strong>Indonesia</strong> Stock Exchange began operations in December 2007 and was formed following the<br />

merger of the Jakarta Stock Exchange (JSX) and the Surabaya Stock Exchange (SSX). Its 125<br />

shareholders are licensed local brokers.<br />

JSX started as an Association of Stockholders in 1912 and was reopened as an official stock exchange<br />

in 1977.<br />

SSX originally opened in 1925 and was located in East Java.<br />

Three market types (segments) are available for the scripless trading environment:<br />

• Regular Market T+3 settlement cycle;<br />

• Cash Market T = SD;<br />

• Negotiated Market T+3 settlement cycle.<br />

Equities and warrants can be traded on all market segments, but fixed income instruments are<br />

tradable on the negotiated market only.<br />

Equity trades in physical shares can be executed in the negotiated market only.<br />

CSD - PT Kustodian Sentral Efek <strong>Indonesia</strong> (KSEI)<br />

KSEI was created in December 1997 and obtained a preliminary operating licence at that time. KSEI<br />

acts as settlements and central depository agent according to the provisions of the Capital Market Law.<br />

Clearing House - PT Kliring Penjaminan Efek <strong>Indonesia</strong> (KPEI)<br />

KPEI was incorporated in August 1996 and became a legal entity in September of that year.<br />

Central Bank - Bank <strong>Indonesia</strong> (BI) - (www. bi.go.id)<br />

The new Central Bank Act, enacted on 17 May 1999, conferred on BI the status and position of an<br />

independent state institution. BI is a fully autonomous civil legal entity responsible for formulating and<br />

implementing policies as stipulated in the new Central Bank Act. BI is regulated by its statutes. As a<br />

public legal entity, BI has the authority to issue policy rules and regulations.<br />

In its capacity as central bank, BI has the objective of achieving and maintaining the value of the<br />

<strong>Indonesia</strong>n Rupiah (IDR) and the stability of the exchange rate against other currencies. BI is also the<br />

regulator of the <strong>Indonesia</strong>n banking sector and operator of the interbank payment system.<br />

<strong>Clearstream</strong> Banking<br />

20 December 2011<br />

Market Profile <strong>Indonesia</strong> - 1


Market Profile<br />

Regulatory structure<br />

The responsibilities of the regulatory bodies are as follows:<br />

• Ministry of Finance<br />

The Ministry of Finance has the ultimate responsibility for regulating the JSX through BAPEPAM.<br />

• Capital Market and Financial Institution Supervisory Agency (Badan Pengawas Pasar Model dan<br />

Lembaga Keuangan - BAPEPAM-LK)<br />

BAPEPAM-LK is the government agency under the Ministry of Finance, supervising the capital<br />

market and non-bank financial institutions, such as insurance and pension funds. It previously<br />

had dual roles serving as both executor and supervisory board but currently focuses its activities<br />

solely on supervisory and regulatory issues. BAPEPAM-LK regulates and monitors all issues<br />

relating to equity securities and corporate bonds, which are publicly offered or listed in<br />

<strong>Indonesia</strong>, including the offering and allocation procedure for Initial Public Offerings (IPOs).<br />

• Central Bank (Bank <strong>Indonesia</strong> - BI)<br />

BI, an independent body reporting directly to the House of Representatives, is responsible for the<br />

following:<br />

- achieving and maintaining stabilty of the Rupiah (IDR);<br />

- formulating and implementing monetary policy;<br />

- regulating and ensuring a smooth payment system;<br />

- supervising the national banking system.<br />

• Financial Services Authority (Otoritas Jasa Keuangan - OJK)<br />

On 27 October 2011, the <strong>Indonesia</strong>n Parliament approved the establishment of the OJK. This new<br />

authoritative body, which would be an integration of some of the functions of the BAPEPAM-LK<br />

and BI, will have full capital market and banking supervisory functions and will govern the<br />

insurance, pension fund and other financial services industries.<br />

The expected completion of the integration of the functions of the BAPEPAM-LK with the OJK is<br />

expected to be completed by 31 December 2012 and that of the banking supervisory functions of<br />

the BI with the OJK is expected to be completed by the end of 2013.<br />

• PT Bursa Efek Jakarta (BEJ)<br />

The BEJ, a private company that took over the day-to-day administration of the JSX in 1992,<br />

monitors trading, settlement and the compliance of market participants with JSX regulations.<br />

20 December 2011<br />

<strong>Clearstream</strong> Banking<br />

<strong>Indonesia</strong> - 2 Market Profile


Investment regulation<br />

Holding restrictions<br />

Foreign<br />

shareholding in<br />

<strong>Indonesia</strong>n<br />

companies<br />

Disclosure requirements<br />

Threshold Requirement<br />

None, except in relation<br />

to banking, broadcasting<br />

and financing companies<br />

Buy-Out tenders For all listed securities<br />

except for shares in<br />

banking entities which<br />

are subject to final<br />

approval from BI<br />

<strong>Indonesia</strong><br />

Banks:<br />

Banks may only list up to 99% of their share capital, the remaining 1%<br />

must be owned by resident <strong>Indonesia</strong>n investors.<br />

Broadcasting companies:<br />

Broadcasting Law # 32/2002 paragraph 17 states that foreign investors<br />

cannot invest in private broadcasting companies unless for additional<br />

capital (issuance of new shares) and with a maximum of only 20% out of<br />

the total capital and consisting of at least 2 investors.<br />

Financing companies:<br />

For financing companies the Foreign Ownership Limit is 85% of the paid-up<br />

capital.<br />

Once an investor holds 25% or more of the total outstanding shares<br />

(known as a "controlling shareholding") in a listed company, it is obliged<br />

to disclose whether there is an intention to complete a full takeover of the<br />

listed company. If there is such an intention, a tender offer process to<br />

acquire the remaining shares must be conducted. A tender offer is not<br />

required if the Controlling Shareholder can prove that there is no<br />

intention to execute a full takeover. BI approval is required by investors<br />

intending to exceed a 25% holding of shares issued by a bank.<br />

For details of the local domestic disclosure requirements, please refer to the <strong>Clearstream</strong> Banking<br />

Guide to Disclosure Requirements, which is an appendix to the Creation Market Guide.<br />

<strong>Clearstream</strong> Banking<br />

1 October 2008<br />

Market Profile <strong>Indonesia</strong> - 3


Market Profile<br />

Securities trading<br />

Key market-tradable securities<br />

Trading platforms<br />

Denomination<br />

currency<br />

Maturity<br />

profile<br />

Interest<br />

rate<br />

Interest/Dividend<br />

payment frequency<br />

Place of<br />

settlement<br />

Jakarta Stock Exchange Automated Trading System (JATS)<br />

JATS has been retained by the IDX following the merger between the Jakarta and Surabaya Stock<br />

Exchanges. It facilitates order input and provides opening price information and order matching and<br />

trade confirmation. Orders are matched first by price priority and then by time priority. Upon execution<br />

of a trade, JATS generates a trade confirmation online.<br />

Board lots and odd lots<br />

Board lots (of 500 shares) are traded in the regular market. Depending on the tradable lot, amounts<br />

with denominations less than 500 shares may also be traded in the regular market as long as they total<br />

lots of 500 shares.<br />

Lots of less than 500 shares are otherwise traded in the odd-lot market. BAPEPAM has appointed oddlot<br />

dealers, each handling three to five listed stocks. Prices in the odd-lot market are based on those<br />

prevailing in the regular market but carry a premium of around 7%. Brokerage commission is not<br />

applicable to these transactions.<br />

Block trades are permitted for transactions with a minimum quantity of 20,000 shares. Prices are based<br />

on rates in the regular market.<br />

20 December 2011<br />

<strong>Clearstream</strong> Banking<br />

<strong>Indonesia</strong> - 4 Market Profile<br />

Form<br />

Commercial Paper IDR Various Discount Various KSEI Physical /<br />

book-entry<br />

Corporate bonds<br />

Ordinary shares /<br />

Preference shares<br />

IDR Various Fixed rate,<br />

floating<br />

Treasury bills IDR 1 Month,<br />

3 Months<br />

Various KSEI Physical /<br />

book-entry<br />

IDR - - - KSEI Book-entry<br />

Various Discount BI Book-entry<br />

Treasury bonds IDR upcoming Upcoming Upcoming BI Book-entry<br />

Sertifikat Bank<br />

<strong>Indonesia</strong> (SBI) a<br />

Exchange Traded<br />

Funds<br />

IDR 1,3,6,9,12<br />

Month<br />

Various - BI Book-entry<br />

IDR - - - KSEI Book-entry<br />

Warrants IDR Various - - KSEI Book-entry<br />

a. These securities are money market instruments that exist in both traditional and sharia compliant forms.


Settlement process<br />

Settlement cycles<br />

Equities (scripless): T+3<br />

Fixed income securities (scripless): Negotiable between buyer and seller, usually T+2 or T+3<br />

Settlement flow<br />

<strong>Indonesia</strong><br />

Equities and corporate bonds<br />

Settlement at the KSEI’s Book-Entry Settlement System (C-BEST) is conducted on a real-time basis,<br />

provided that instructions are matched and sufficient funds and/or securities are available.<br />

Although same-day turnaround of instructions is an accepted practice, it is not currently possible to link<br />

the two legs of the transaction in C-BEST and as a consequence, settlement of these types of<br />

transaction may require the additional support of local custodians.<br />

KSEI has appointed four payment banks to assist in their cash settlements. A realignment process,<br />

implemented between the payment banks and run three times a day, “squares off” cash positions<br />

between the payment banks but is not transparent to KSEI participants.<br />

T+0: Trades are executed on the JSX and trade confirmations are sent to the investors.<br />

T+1 - T+2: Settlement instructions are sent to the custodian for pre-matching. Prematching<br />

is conducted on a 'manual' basis between custodians and is not<br />

binding. The selling broker also contacts the seller’s custodian to pre-match the<br />

transaction.<br />

T+2: For receipt against payment transactions, the buyer must have funds available in<br />

their account with the custodian to ensure that cash can be transferred to the<br />

payment bank on the morning of T+3.<br />

T+3: The buying broker delivers the shares to the buyer’s custodian bank. The selling<br />

broker receives the shares from the seller’s custodian bank. For against payment<br />

trades, cash settlement takes place on a net basis at one of four Payment Banks<br />

and securities settlement takes place in C-BEST at the KSEI. Cash is transferred<br />

between custodian and KSEI Nostro accounts at the Payment Banks via BI's<br />

RTGS system. The transfer of securities and then cash for against payment<br />

transactions is completed by 12:00 for on-exchange trades and by 15:00 for offexchange<br />

trades. Confirmation of settlement is sent when the trades are<br />

confirmed as settled by KSEI and subsequently settled in the custodian’s system.<br />

Government bonds<br />

Settlement at the BI Scripless Securities Settlement System (BI-SSSS) is conducted on a real-time<br />

basis.<br />

T+0: Trade is executed.<br />

SD-1: Sub-registry receives instructions and these are pre-matched with the<br />

counterparty.<br />

SD: Sub-registry inputs trade instructions into BI-SSSS for matching and settlement.<br />

BI-SSSS checks availability of cash and securities. When matched, securities and<br />

then cash are transferred immediately on a real-time gross settlement basis.<br />

While securities are settled via BI-SSSS, payments are effected in BI-RTGS<br />

system via payment from the buyer’s to the seller’s sub-registry demand deposit<br />

account with BI. BI-SSSS and BI-RTGS are electronically linked.<br />

<strong>Clearstream</strong> Banking<br />

20 December 2011<br />

Market Profile <strong>Indonesia</strong> - 5


Market Profile<br />

Cash settlement<br />

Cash management<br />

Payments in IDR and foreign currencies are restricted.<br />

Non-resident investors are not permitted to hold overdrafts on their IDR cash accounts in <strong>Indonesia</strong>.<br />

The rules for cash and foreign exchange transactions are as follows:<br />

Parties to transfer Transfer<br />

allowed?<br />

Exceptions<br />

Resident to resident Yes Unless the resident account is with an offshore bank.<br />

Non-resident to resident Yes Unless the resident account is with an offshore bank.<br />

Resident to non-resident No Unless:<br />

• To settle foreign exchange transactions with an onshore bank for the<br />

non-resident’s account with an onshore bank (subject to restrictions<br />

on derivative transactions);<br />

• To settle IDR transfers to a non-resident account with an onshore<br />

bank related to underlying economic activities in <strong>Indonesia</strong> a .<br />

Non-resident to non-resident b<br />

No Unless:<br />

• Between two onshore accounts (not necessarily at the same onshore<br />

bank) of the same non-resident entity;<br />

• To settle IDR transfers between non-resident accounts with onshore<br />

banks related to underlying economic activities in <strong>Indonesia</strong> c .<br />

• To settle foreign exchange transactions with an onshore bank for a<br />

non-resident account with an onshore bank.<br />

a. See “Economic activities for which resident to non-resident transfer of IDR is allowed” on page 6.<br />

b. See “Economic activities for which non-resident to non-resident transfer of IDR is allowed” on page 6.<br />

c. See “Documentary proof required for non-resident to non-resident transfer of IDR” on page 7.<br />

Economic activities for which resident to non-resident transfer of IDR is allowed<br />

• Payments related to direct participation in investments in <strong>Indonesia</strong>;<br />

• Payments related to trades in IDR securities/valuable papers issued by an <strong>Indonesia</strong>n entity;<br />

• Payments related to offshore borrowings in IDR including debt restructuring;<br />

• Opening of import letter of credit in IDR with an onshore bank;<br />

• Opening of local letter of credit;<br />

• Purchasing of goods and service in <strong>Indonesia</strong>;<br />

• Cost of living for foreigners in <strong>Indonesia</strong>.<br />

Economic activities for which non-resident to non-resident transfer of IDR is allowed<br />

• Payments related to acquisition of a direct investment in <strong>Indonesia</strong>;<br />

• Payments related to the trades in IDR securities/valuable papers issued by an <strong>Indonesia</strong>n entity;<br />

• Purchasing of goods and services in <strong>Indonesia</strong>;<br />

• Cost of living for foreigners in <strong>Indonesia</strong>.<br />

20 December 2011<br />

<strong>Clearstream</strong> Banking<br />

<strong>Indonesia</strong> - 6 Market Profile


<strong>Indonesia</strong><br />

Documentary proof required for non-resident to non-resident transfer of IDR<br />

• For transactions of value less than or equal to IDR 500 million, no documentation is required but<br />

a declaration or other information about the type of underlying transactions must be supplied.<br />

• For transactions of values greater than IDR 500 million, the following documentation is required:<br />

- Dividend payment: a copy of the results from the shareholders’ meeting;<br />

- Direct investment: copy of the sales/purchase contract.<br />

• For sale/purchase of securities, a copy of the sale/purchase confirmation1 of the broker or any<br />

authorised party is required.<br />

• For dividend / coupon payments, the following documentation is required:<br />

- Dividend payment: a copy of the dividend payment confirmation from the issuing company;<br />

- Interest payment: a copy of the payment notification from the security issuer.<br />

Foreign exchange restrictions<br />

The IDR is a managed floating currency for which the central bank intervenes to stabilise the exchange<br />

rate against the USD. The central bank quotes the USD buy and sell rates on a daily basis.<br />

Foreign exchange controls require custodian banks report as follows, according to the size of the<br />

transaction:<br />

• Transactions of USD 10,000 or over: daily inward and outward remittance transactions by<br />

customers in IDR and foreign currency and local transactions in foreign currencies between local<br />

residents.<br />

• Transactions below USD 10,000: lump sum of movements.<br />

Foreign exchange transactions prohibited for banks<br />

• Extending credit in IDR or foreign currencies unless through certain retail consumer loans;<br />

• Granting overdraft facilities, including temporary overdrafts and intraday overdrafts;<br />

• Placing IDR with non-residents, including any IDR transfers to offshore banks;<br />

• Purchasing securities in IDR issued by non-residents;<br />

• Inter-office transactions in IDR;<br />

• Equity participation in IDR with non-residents.<br />

1. Against payment settlement instructions are considered to be supporting documents.<br />

<strong>Clearstream</strong> Banking<br />

20 December 2011<br />

Market Profile <strong>Indonesia</strong> - 7


Market Profile<br />

Summary of foreign exchange regulations<br />

FX transaction type Regulation<br />

Outright Buy, value today, TOM Underlying documentation is required, like a buy /receive against payment settlement<br />

and Spot<br />

instruction via SWIFT, tested telex, tested fax or Reuters Monitor Dealing System.<br />

Forward Value and Swap • Minimum term is 3 months, but no longer then the time frame of the investment (no<br />

overnight Swaps);<br />

• Underlying documentation is required, like buy/receive against payment settlement<br />

instructions via SWIFT, tested telex, tested fax or Reuters Monitor Dealing System.<br />

Outright Sell/Delivery against • The regulation does not govern the sale of IDR against foreign currencies for value<br />

payment<br />

today, tomorrow and spot. These transactions can be executed without supporting<br />

documentation of the underlying transactions.<br />

Even though the sale of IDR spot is not restricted, it must be proved that the source of<br />

funds is an economic activity, for example, settlement of a delivery against payment<br />

instruction.<br />

According to market practice, the sale of IDR is held off until settlement of the related<br />

delivery against payment instruction. This is to avoid a situation where the transaction<br />

fails and no more supporting documentation is available to cover the FX trade.<br />

• The regulation does not impose any restrictions on repatriation of cumulated IDR<br />

balances in non-resident accounts.<br />

Derivative Maximum USD 1 million per bank.<br />

SBI (Sertifikat BI) as underlying Not allowed.<br />

transaction to book Forward<br />

Value and Swap<br />

Penalty 10% of threshold breached.<br />

IDR transfers under<br />

Declaration of underlying transaction is required (for example, related securities<br />

IDR 500 million<br />

settlement instruction).<br />

Payment systems<br />

• National payment system (SPN)<br />

BI operates the SPN for the electronic real-time transfer of cash funds in <strong>Indonesia</strong> on a gross<br />

basis. The system is open to banks, non-bank financial institutions, other entities that transfer<br />

funds and switching1 companies. To access SPN, members are required to maintain accounts at<br />

BI.<br />

The SPN (RTGS) system is open daily from Monday to Friday between 06:30 and 16:30.<br />

Cash payments may only be made if funds exist on the payer's account at the central bank.<br />

Payments are considered final and irreversible upon the book-entry crediting of the receiver’s<br />

account. Back value payments are not possible via the SPN (RTGS) system.<br />

• Bank <strong>Indonesia</strong> National Clearing System (SKN)<br />

The SKN is a paperless clearing system used to clear funds transfers for amounts up to IDR<br />

100 Million. Under the SKN, same-day transfers can be executed through the issuance of a<br />

physical credit note for interbank payments and via check for payments between bank to nonbank<br />

entities.<br />

1. Switching is the process of liquidating a position in exchange for other securities with better prospects for growth, yields or capital<br />

gains.<br />

20 December 2011<br />

<strong>Clearstream</strong> Banking<br />

<strong>Indonesia</strong> - 8 Market Profile


Registration<br />

Fixed income securities<br />

Most bonds are bearer instruments and registration is not required.<br />

<strong>Indonesia</strong><br />

Equities<br />

Registration is done automatically by crediting the book-entry/scripless securities to the KSEI account.<br />

The account holder is considered to be the registered owner.<br />

Physical securities are registered upon receipt of the investor’s instruction or a standing instruction.<br />

Certificates must be endorsed under the investor’s name before registration. The registration process<br />

may take up to 14 business days depending on the number of certificates; during the corporate action<br />

peak season, this period may be longer.<br />

Neither a central registrar nor the nominee concept are recognised in <strong>Indonesia</strong>. Physical shares are<br />

registered with each individual issuer and the appointed registrar.<br />

Account structure at KSEI<br />

The central depository (KSEI) requires direct participants (custodian banks, brokers) to open stock<br />

accounts for their clients. Such accounts are on account level (that is, <strong>Clearstream</strong> Banking) and not on<br />

final beneficiary basis. Clients may open a sub-account showing the name of the final beneficiary in<br />

order to benefit from any Double Taxation Treaty agreement.<br />

In the event of KSEI bankruptcy, the assets under custody are considered to be third-party’s assets and<br />

as such will not be included in KSEI’s own assets but will be distributed as per the KSEI’s records.<br />

Account structure at BI<br />

BI, as the central registry, will only deal with banks (for proprietary holdings) and with sub-registries -<br />

that is, custodians - (for third-party holdings).<br />

Each sub-registry maintains an omnibus account and a single cash account at BI to facilitate settlement<br />

of government bonds (GDS) and BI certificates (SBI) and, in turn, investors must open accounts with the<br />

sub-registries. The accounts at sub-registry level should reflect the owner of the GDS and SBI (that is,<br />

client’s name “for and behalf of” the owner).<br />

Stamp duty<br />

Stamp duty is not applicable in the <strong>Indonesia</strong>n market.<br />

Penalties (buy-ins etc.)<br />

All stock exchange trades must settle on T+3. If any shortage of securities is not covered by T+3, KPEI<br />

will impose a penalty called the “Alternate Cash Settlement” (ACS).<br />

ACS is 125% of the highest market value between T+0 and T+3. If the broker does not have sufficient<br />

cash to pay the penalty, KPEI will use the guarantee fund to cover the short cash position and substitute<br />

the relevant buying broker. The selling broker will be suspended for the day pending investigation by the<br />

JSX.<br />

Brokers that are aware of insufficient securities on T+3 have the option to buy them from the cash<br />

market (T+0 settlement cycle) or via the Securities Borrowing programme. KPEI will net off the broker’s<br />

position as of SD from the cash market and the regular market.<br />

Buying brokers with insufficient cash on T+3 will be suspended and KPEI will use the guarantee fund to<br />

cover the obligations. Before suspending the broker, KPEI checks whether the broker has other<br />

collateral, including offline collateral such as time deposits or bank guarantees pledged to KPEI.<br />

<strong>Clearstream</strong> Banking<br />

20 December 2011<br />

Market Profile <strong>Indonesia</strong> - 9


Market Profile<br />

Securities administration<br />

Income collection<br />

Fixed income securities<br />

Interest is paid on most debentures on a quarterly basis.<br />

Equities<br />

Dividends are paid annually in cash or securities. The peak season is May to September.<br />

Corporate actions<br />

Corporate action announcements are usually made by the company or by JSX a few days after the AGM.<br />

Most common corporate events<br />

The most common corporate actions in the <strong>Indonesia</strong>n market are cash and stock dividends, rights<br />

issues (tradable and non-tradable), AGM/EGM and bonus issues.<br />

Proxy voting<br />

All registered investors, local and foreign, can vote. Votes can be exercised either in person or by proxy.<br />

Market compensation rules<br />

Taxation<br />

Fixed income securities<br />

Equities<br />

Books Close date a<br />

Corporate debt instruments KSEI notifies the issuers on the<br />

list of entitled holders<br />

4 days prior to Payment date.<br />

Equities b, Warrants, Unit<br />

trusts<br />

KSEI notifies issuers on the<br />

list of entitled holders<br />

1 day after Record date.<br />

Government bonds BI notifies issuers on the<br />

list of entitled holders as of record<br />

2 days prior to Payment date.<br />

a. The date on which securities positions are fixed and holders are recorded as eligible to receive entitlements.<br />

b. Payment date for dividend payments is generally from 3 to 10 working days after Books Close/Record Date.<br />

Please refer to the <strong>Clearstream</strong> Banking Customer Tax Guide.<br />

Basis for entitlement<br />

Settled position on<br />

books close date.<br />

Settled position on<br />

books close date.<br />

Settled position on<br />

books close date.<br />

Standard interest<br />

calculation rule<br />

360-day basis<br />

Not applicable<br />

360-day basis<br />

Market compensation basis: Settlement date<br />

Automatic Compensation Managed by Local CSD: No<br />

Restriction on custody events/transaction types: No restriction<br />

Additional information: No specific rules for compensation<br />

Service offered by CBL: Adjustment performed based on information received from<br />

the depository.<br />

Market compensation basis: Settlement date<br />

Automatic Compensation Managed by Local CSD: No<br />

Restriction on custody events/transaction types: No restriction<br />

Additional information: No specific rules for compensation<br />

Service offered by CBL: Adjustment performed based on information received from<br />

the depository.<br />

20 December 2011<br />

<strong>Clearstream</strong> Banking<br />

<strong>Indonesia</strong> - 10 Market Profile

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