Definition of GMS, Functions and Types that You Should Know

The GMS is a crucial forum where share owners gather to make important decisions that will affect the future of the company.

In it, there are intense discussions about company policies, performance evaluations of leaders, and vital decisions such as structural changes.

In this article, let's discuss GMS in more depth, starting from its meaning, function, to types.

What is GMS?

A General Meeting of Shareholders (GMS) is an official meeting regularly held by a company and attended by the board of commissioners, directors and shareholders.

The GMS has special authority that is not owned by the board of commissioners or directors.

This is regulated in Law Number 40 of 2007 concerning Limited Liability Companies.

To hold a GMS, the company must fulfill the following requirements:

• The GMS must be invited by the Board of Directors or Board of Commissioners.
• Notification to shareholders must be made no later than 30 days before the date of the GMS.
• The GMS is only attended by legal shareholders.
• Decisions are taken through deliberation to reach consensus. If this is not achieved, a decision is taken based on the majority vote.

GMS function

The GMS is a forum where shareholders have the opportunity to be directly involved in making important company decisions. GMS has a very important function for the company, namely:

1. Establish Company Policy

This meeting is a forum for shareholders to jointly formulate and review company policies for both the short and long term.

For example, whether the company will expand its business to new areas or whether it will launch new products.

These decisions are very important because they will affect the company's future growth and success.

2. Check the Company's Financial Health

One of the main agendas at the GMS is examining the company's financial reports.

Shareholders will look at whether the company made a profit, how much debt it has, and how money was used over the last year.

This is important to ensure that the company is well managed financially.

If there is a problem, shareholders can ask for an explanation and solution from company management.

3. Assess the performance of the Board of Commissioners and Directors

The GMS is also an opportunity for shareholders to evaluate the performance of company executives such as the board of commissioners and directors.

They will see whether the leaders have carried out their duties well and achieved the targets they have set or not.

If their performance is less than satisfactory, shareholders can decide to replace them with other people who are more competent.

4. Establish Dividend and Profit Sharing Policies

When a company makes profits, shareholders need to decide how those profits will be used.

At the GMS, they will discuss whether profits will be distributed to shareholders in the form of dividends or reinvested into the company for business development.

This decision must consider the company's short-term and long-term needs.

5. Amend the Company's Articles of Association

The GMS can change the basic rules that govern the company. These changes could be:

• Merging a company with another company.
• Separating a department from the company.
• Disband the company.

This decision must be approved by the majority of shareholders.

The aim is to ensure that this major change is carried out with the support of many parties so that the company remains stable and has a clear direction.

6. Deciding on the Dissolution of the Company

The GMS can also decide on the dissolution of the company if the company experiences serious financial problems or cannot continue its operations.

This decision is usually taken if the company experiences serious financial problems or cannot continue operations.

Dissolution of the company is the final step and requires approval from shareholders.

Types of General Meeting of Shareholders (GMS)

The GMS is an important forum where shareholders gather to make important decisions about the company's direction and policies.

Based on the time it is held, the GMS is divided into two types, namely the Annual General Meeting of Shareholders (AGMS) and the Extraordinary General Meeting of Shareholders (EGMS).

Annual General Meeting of Shareholders (AGMS)

The AGMS is held at least once a year, no later than six months after the company's financial year ends.

The following are several important agenda items that are usually discussed at the AGMS:

• Company annual report.
• Company financial reports.
• Dividend distribution.
• Appointment and dismissal of members of the board of commissioners and directors.
• Changes to the articles of association.
• Merger, consolidation or separation of companies.

Extraordinary General Meeting of Shareholders (EGMS)

The EGMS is held to discuss and decide on extraordinary or urgent matters that cannot be postponed until the next AGMS.

The following are some of the agendas that are usually discussed at the EGMS:

• Changes to the articles of association.
• Merger, consolidation or separation of companies.
• Appointment or replacement of curator.
• Postponement of debt payment obligations.
• Filing a bankruptcy petition.
• Termination of business activities.

General Meeting of Shareholders Mechanism

A GMS is an important meeting that is strictly regulated in accordance with the applicable regulations in the company's articles of association.

The following are the main stages in the mechanism for holding a GMS:

1. Summons to the GMS

The summons for the GMS must be made by notifying all shareholders no later than 30 days before the implementation date.

The invitation must state the time, place and agenda that will be discussed at the meeting.

This is done to ensure that all company stakeholders can manage their schedules and participate in important discussions.

2. Validity of the GMS

To be considered valid, the GMS must be attended by shareholders representing more than half of the total shares with voting rights of the company.

If the number of members is not met on the first day, the GMS can be continued on the next working day provided it is attended by shareholders representing more than 1/3 of the total number of shares with voting rights.

This is important to ensure that the decisions taken at the GMS reflect the will of the majority of shareholders.

3. Discussion of the GMS Agenda

The GMS agenda includes various strategic matters that influence the company's direction and policies.

Shareholders have the opportunity to discuss and decide on the company's annual report, financial reports, dividend distribution, appointment or dismissal of members of the board of commissioners and directors, as well as changes to the company's articles of association.

Decisions at the GMS are reached through deliberation to reach consensus. If there is no agreement, the final decision is taken by majority vote.

4. GMS Report

After the GMS is held, an official report will be prepared by the notary who was present at the meeting.

This report records the results of discussions, decisions taken, as well as voting results on each agenda item discussed.

The GMS report must be submitted to all shareholders no later than 30 days after the GMS is held. The aim is to ensure transparency and accountability of the company's decision-making process.

As explained above, the GMS is an important forum for shareholders to participate in monitoring and making strategic decisions for the company.

By following this clear and orderly mechanism, the GMS ensures that every decision taken is the result of a transparent and fair discussion in accordance with the interests of all shareholders.

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