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Board Minutes are the official written record of what happens during a company's board of directors meetings in Indonesia. They capture key decisions, voting results, and important discussions that shape company policies and strategies. These documents serve as the legal proof of corporate governance under Indonesian Company Law No. 40/2007.

Good Board Minutes protect both the company and its directors by documenting their compliance with fiduciary duties. They become especially important during audits, legal disputes, or when regulators need to verify past decisions. Indonesian law requires companies to maintain these records in both Bahasa Indonesia and English, keeping them accessible for at least 5 years.

Create Board Minutes immediately after every board meeting to accurately record critical company decisions. Indonesian companies need these records when applying for business licenses, opening bank accounts, or securing investments. They're especially vital during major changes like appointing new directors, issuing shares, or approving annual financial statements.

Board Minutes become essential proof during tax audits, legal disputes, or OJK (Financial Services Authority) inspections. They protect your company by showing that directors followed proper procedures and met their duties under Indonesian law. Many business partners and banks also request Board Minutes to verify your company's authority to enter significant transactions or agreements.

• Regular Board Minutes: Records routine board meetings covering standard business operations, financial reviews, and regular corporate decisions
• Circular Board Minutes: Documents decisions made without physical meetings, common for urgent matters requiring quick action
• Extraordinary Board Minutes: Captures major corporate actions like mergers, acquisitions, or significant changes to company structure
• Annual General Meeting (AGM) Minutes: Details yearly mandatory meetings covering financial statements, dividend distributions, and director appointments
• Joint Board Minutes: Records meetings between the Board of Directors and Board of Commissioners, typical in Indonesian dual-board governance systems

• Corporate Secretary: Takes primary responsibility for drafting Board Minutes, maintaining records, and ensuring proper documentation
• Board of Directors: Reviews, approves, and signs the minutes to confirm their accuracy and legal validity
• Board of Commissioners: Oversees and validates important decisions recorded in the minutes, especially in dual-board Indonesian companies
• Legal Counsel: Reviews minutes for compliance with Indonesian company law and regulatory requirements
• Shareholders: May request access to Board Minutes to monitor company governance and major decisions
• Regulatory Bodies: Including OJK and tax authorities, who examine minutes during audits or investigations

• Meeting Details: Gather date, time, location, and list of all attendees with their roles
• Meeting Notice: Document when and how board members were notified about the meeting
• Agenda Items: Compile the complete meeting agenda and supporting materials discussed
• Key Decisions: Record all resolutions passed, voting results, and specific actions approved
• Documentation: Collect copies of any reports, financial statements, or documents presented
• Language Requirements: Prepare the minutes in both Bahasa Indonesia and English as required by law
• Signatures: Obtain signatures from the meeting chairman and appointed secretary

• Header Information: Company name, meeting date/time, location, and type of meeting (regular/extraordinary)
• Attendance Record: Full names and positions of all present directors, commissioners, and invited participants
• Quorum Statement: Confirmation that the required number of board members were present
• Meeting Notice: Details of how and when the meeting was announced to board members
• Agenda Items: Clear listing of all topics discussed and decisions made
• Voting Results: Record of all resolutions passed, including vote counts and any dissenting opinions
• Signature Block: Space for Chairman and Secretary signatures, with company seal
• Bilingual Format: Content in both Bahasa Indonesia and English as per regulations

Board Minutes are often confused with Board Resolution, but they serve distinct purposes in Indonesian corporate governance. While Board Minutes provide a comprehensive record of an entire meeting's proceedings, a Board Resolution focuses solely on documenting a specific decision or action approved by the board.

• Scope and Detail: Board Minutes capture all discussions, including dissenting opinions and contextual information. Board Resolutions only state the final decision and its implementation details
• Legal Usage: Minutes serve as historical records and proof of compliance, while Resolutions are used to execute specific actions like opening bank accounts or authorizing transactions
• Timing: Minutes are created after every board meeting, but Resolutions are drafted only when specific corporate actions need formal authorization
• Format Requirements: Minutes must follow strict formatting rules under Indonesian law, including bilingual text. Resolutions can be more flexible in structure