Corporate Secretary in the New Regulatory Era with XPND Support in Managing Compliance and Issuer Risk

The role of the corporate secretary in publicly listed companies has undergone a fundamental transformation. Previously perceived primarily as an administrative function, the period from 2024 to 2025 has elevated the corporate secretary into one of the most strategic positions within the corporate governance structure.

Changes in Indonesia’s capital market regulations now demand a significantly higher level of precision. The method for calculating share ownership has shifted. The validity of the General Meeting of Shareholders (Rapat Umum Pemegang Saham/RUPS) quorum is subject to stricter scrutiny. Reporting obligations have become increasingly time sensitive. Sustainability data is now closely monitored by regulators and global investors.

Amid these pressures, the corporate secretary is no longer limited to ensuring that documents are submitted on time. You now act as the guardian of corporate decision legitimacy, the controller of material information flow, and the primary buffer against compliance risk for public companies.

XPND is here to support corporate secretaries in carrying out this strategic role in a more secure, measurable, and precise manner. We do not replace your internal function. We strengthen it through systems, processes, and oversight designed to align directly with real regulatory changes.

Corporate Secretary Challenges Amid Regulatory Changes 2024 to 2025

Indonesia’s capital market regulatory landscape has entered a new phase. New regulations do not merely add obligations, but significantly raise the level of accuracy required in every process.

Corporate secretaries must now ensure that share ownership reporting is no longer calculated based on the number of shares, but on Valid Voting Rights. Treasury shares must be excluded from the calculation. Rounding must be applied downward. Even minor numerical changes can determine whether a reporting obligation exists.

In parallel, share pledge activities have become a separate reporting object due to their significant risk implications for public investors. Although the reporting obligation formally rests with shareholders, the corporate secretary plays a strategic role in ensuring that such transparency is not overlooked and does not emerge as an unexpected market issue.

The conduct of the General Meeting of Shareholders has also been tightened. Provisions regarding the exclusion of investment manager voting rights from quorum calculations make the pre-meeting stage critical. Verification errors can result in meeting resolutions being challenged or invalidated, potentially leading to legal disputes.

Listing status introduces another layer of risk. Free float monitoring is no longer a periodic task, but a continuous obligation. Delays in periodic or incidental reporting remain one of the most common sources of sanctions for issuers.

Beyond these aspects, sustainability mandates position the corporate secretary as ESG data integrator (Environmental Social and Governance). You are not only responsible for preparing reports, but also for ensuring that the data presented is valid, consistent, and defensible, in order to avoid allegations of greenwashing.

In the face of this complexity, a reactive approach is no longer sufficient. The corporate secretary requires a support system capable of maintaining ongoing compliance and identifying risks before they escalate into material issues.

Initiate an initial corporate secretary audit for share ownership, General Meeting of Shareholders, and ESG.

How XPND Practically Supports Corporate Secretaries

XPND is designed to address this complexity. Our approach is grounded in the same principles applied in advanced accounting and bookkeeping. Data must be properly segregated, consistently calculated, and fully traceable when regulators, auditors, or investors request clarification.

For the corporate secretary, this translates into one essential outcome.

“Every decision you make is supported by precise data and structured processes.”

All XPND services are built upon regulatory risk points identified in the 2024 to 2025 regulatory changes, which are then translated into integrated and practical solutions.

Precision Compliance with POJK Regulation Number 4 of 2024 through the Deep Compliance Radar

POJK Regulation Number 4 of 2024 introduces technical changes with significant impact. Minor errors in calculating Valid Voting Rights may result in inaccurate ownership reporting and potential regulatory violations.

XPND assists corporate secretaries in securing this area systematically.

XPND conducts daily verification by separating treasury shares from total voting rights and calculating ownership percentages based on Valid Voting Rights with downward rounding in accordance with regulatory requirements. Through this approach, corporate secretaries maintain consistent figures that are defensible at all times.

POJK Regulation Number 4 of 2024 also reinforces reporting obligations for parties acting jointly as Organized Groups (Kelompok Terorganisasi). In practice, such groups are often overlooked due to complex ownership structures. XPND helps map ownership relationships so that corporate secretaries rely on verified data rather than assumptions.

Share pledge activities have now become a critical reporting object as they signal risk exposure to public investors. XPND continuously monitors these activities and provides early warnings to corporate secretaries, enabling potential forced sell risks to be anticipated before becoming public issues.

Listing Status Guardian to Safeguard Issuer Listing Status

Listing status is a highly valuable reputational asset. Once disrupted, its impact can extend broadly across market confidence.

Corporate secretaries play a central role in maintaining compliance with listing regulations, including free float monitoring and reporting accuracy.

XPND monitors public share ownership percentages on an ongoing basis. When figures approach the minimum threshold of 7.5 percent, corporate secretaries receive strategic alerts, allowing companies to prepare recovery or refloating plans in advance.

As reliance on electronic reporting systems increases, XPND supports corporate secretaries in maintaining reporting discipline through the OJK Reporting System (SPE OJK) and IDX Net. Periodic and incidental reports are managed in a more structured manner, helping mitigate the risk of penalties arising from delays.

General Meeting of Shareholders Legitimacy Architecture through the Governance Architect

The General Meeting of Shareholders represents the most critical legal moment for a public company. Failures related to quorum or vote calculation may lead to the invalidation of meeting resolutions.

POJK Regulation Number 45 of 2024 introduces technical provisions regarding the exclusion of investment manager voting rights beyond certain thresholds. These rules require extremely careful verification prior to the meeting.

XPND assists corporate secretaries in reviewing the Shareholder Register (Daftar Pemegang Saham) to ensure that votes subject to exclusion are not counted in quorum and decision making. Through this process, every General Meeting of Shareholders resolution rests on a stronger legal foundation with minimal dispute risk.

Electronic and hybrid General Meetings of Shareholders have become operational standards. XPND manages the technical complexity of electronic voting and electronic meeting administration, allowing corporate secretaries to focus on meeting substance, shareholder communication, and post meeting deadlines.

ESG Data Integration and Protection against Greenwashing Risk

Sustainability mandates have added a new dimension to the corporate secretary role. Under POJK Regulation Number 51 of 2017, sustainability reporting is no longer optional but mandatory.

Corporate secretaries act as ESG data integrators, ensuring that data compiled from multiple internal functions is valid and consistent.

XPND supports the consolidation of emissions, social, and governance data across internal departments. Data is organized and validated to ensure that sustainability reports are built on a strong foundation and protected from greenwashing allegations.

With validated data in place, corporate secretaries gain a solid basis to articulate corporate sustainability strategies, including Net Zero Emission roadmaps, to institutional investors and global stakeholders.

Schedule a strategic corporate secretary discussion with XPND.

XPND Working Approach

Engagement with XPND typically begins with an initial audit that includes:

• Review of Valid Voting Rights calculations and treasury share separation
• Mapping of shareholder structures and Organized Groups
• Monitoring of share pledge activities
• Assessment of General Meeting of Shareholders readiness and quorum verification processes
• Review of reporting discipline and ESG data consolidation

The results of this audit form the basis for a realistic implementation plan aligned with the company’s specific conditions.

Who Benefits Most from XPND Support

XPND services are designed for:

• Corporate secretaries managing complex ownership structures
• Public companies seeking to safeguard listing status
• Teams aiming to ensure legally sound General Meeting of Shareholders outcomes
• Companies requiring credible and data based sustainability reporting

If you operate in an environment where a single technical error can significantly impact corporate reputation and company value, this support is relevant to you.

Regulatory change is inevitable, but the risks that accompany it can be managed through the right approach.

If you aim to strengthen the role of the corporate secretary as the guardian of compliance and legitimacy within a public company, XPND is ready to act as your strategic partner.