ID Exchange of Indonesia
A two-tier board in the middle of Southeast Asia — and the market where the word 'director' means the opposite of what a foreign candidate assumes it means.
Indonesia runs a genuinely two-tier structure, and its terminology is the trap. The Direksi — the Board of Directors — are the executives who run the company. The Dewan Komisaris — the Board of Commissioners — is the supervisory organ, and that is the body a foreign non-executive candidate is being considered for. OJK regulation requires at least thirty per cent of commissioners to be independent, with an audit committee chaired by an independent commissioner. On the largest listed population in Southeast Asia, that is a substantial number of supervisory seats.
- ~900
- Companies listed on the Indonesia Stock Exchange
- 30%
- Minimum independent commissioners on the Board of Commissioners
- 2
- Minimum members of each of the two boards
Can a foreign director sit on a board here?
Foreign nationals serve as commissioners on Indonesian public companies. The gate is sectoral: some licensed activities restrict foreign participation in management, and a resident role requires a work permit.
- Residency test
- No general residency requirement for a commissioner of a public company. Some regulated sectors impose residency or nationality conditions on specific positions.
- Nationality test
- Foreign-investment negative-list and sectoral licensing rules restrict foreign participation in defined activities. Establish the sector's position before assuming the general rule applies.
- Work authorisation
- A non-resident commissioner attending meetings does not require a work permit. A resident commissioner or any Direksi role requires RPTKA approval and the corresponding permit.
- Board language
- Board documentation is commonly in Bahasa Indonesia; deeds and filings are in Bahasa Indonesia in every case.
- Time commitment
- The Board of Commissioners typically meets at least six to twelve times a year, with joint meetings with the Direksi at prescribed intervals.
What you have to do
The appointment steps, in order.
- 1Appointment by the general meeting of shareholders
- 2Notification of the change to the Ministry of Law and Human Rights and, for a public company, to OJK and the IDX
- 3Filing of the independence statement where the appointment is as an independent commissioner
- 4For a bank or insurer, OJK fit-and-proper assessment before the appointment takes effect
What actually gets in the way
- The terminology is the most common and most consequential misunderstanding — a foreign candidate offered a 'director' role in Indonesia is being offered an executive position
- Board documentation is commonly in Bahasa Indonesia; deeds and filings are in Bahasa Indonesia in every case
- OJK limits the number of concurrent positions a commissioner may hold, which constrains portfolio building
- A resident role requires work-permit sponsorship and is subject to expatriate-employment rules
Board composition
What Indonesia requires of a board.
Each requirement is stated as arithmetic against the instrument that creates it, with who it binds. Nothing here is characterised as compliance or non-compliance — that is a legal conclusion about a specific company, and it is not ours to draw.
| Requirement | Threshold | Basis | Applies to |
|---|---|---|---|
| Independent commissioners | At least thirty per cent of the Board of Commissioners | OJK Regulation No. 33/POJK.04/2014 | Public companies |
| Board size | At least two members on each of the Direksi and the Dewan Komisaris | Law No. 40 of 2007 | Public companies |
| Audit committee | At least three members, chaired by an independent commissioner, one with accounting or financial expertise | OJK Regulation No. 55/POJK.04/2015 | Public companies |
| Nomination and remuneration function | A committee or a function performed by the Board of Commissioners, chaired by an independent commissioner | OJK regulation | Public companies |
Independence and tenure
How long you may serve, and what ends it.
- Tenure cap
- OJK regulation limits the number of consecutive terms an independent commissioner may serve before the board must state its reasons for continuing to treat them as independent.
- Cooling-off
- Independence is lost by an affiliation with the company, its commissioners, directors or major shareholders within the periods set out in the OJK criteria.
Other tests
- Holding shares in the company, directly or indirectly
- An affiliation with the company, a member of either board, or a controlling shareholder
- A business relationship related to the company's activities
- Concurrent positions beyond the limits OJK regulation permits
What a seat pays
IDR 300m – 1.2bn a year for an independent commissioner of a large IDX-listed company, varying widely by sector.
- Where this comes from
- Remuneration of both boards is determined by the general meeting of shareholders and disclosed in the annual report.
- Committee uplift
- Audit-committee chairs carry a premium; the president commissioner is a distinct market.
- Tax
- Commissioners' remuneration is Indonesian-source income with withholding for non-residents; treaty relief varies.
The instruments this page relies on
Law No. 40 of 2007 on Limited Liability Companies
Establishes the two-organ structure: the Direksi (Board of Directors) manages and represents the company, and the Dewan Komisaris (Board of Commissioners) supervises the Direksi and advises it. Public companies must have at least two members on each.
Republic of Indonesia
OJK Regulation No. 33/POJK.04/2014
Requires at least thirty per cent of the Board of Commissioners of a public company to be independent commissioners, and prescribes the independence criteria.
Otoritas Jasa Keuangan
OJK Regulation No. 55/POJK.04/2015
Requires an audit committee of at least three members chaired by an independent commissioner, with at least one member holding accounting or financial expertise.
Otoritas Jasa Keuangan
OJK governance guidance for public companies
Comply-or-explain guidance on board effectiveness, nomination and remuneration functions, risk oversight and shareholder engagement, reported annually.
Otoritas Jasa Keuangan
Diversity requirements
Stated as the rule states it — quota, target or disclosure obligation.
- There is no statutory gender quota for Indonesian boards. OJK governance guidance asks companies to consider diversity of skills, knowledge and experience in board composition and to disclose their approach.
How this regime map is maintained
Every requirement on this page is cited to the instrument that creates it, and the review date states when a person last checked it against the primary source. Nothing here is legal advice: rules change, and transitional provisions frequently apply. Verify against the primary instrument before you rely on it.
This regime map was last reviewed against primary sources in September 2026.
The demand thesis
Why seats open in Indonesia — and how an outsider reaches one.
This section is our reading of the market, not a statement of law. It is separated from the rules above for exactly that reason.
Why seats open
- A thirty per cent independence requirement across roughly 900 listed companies produces a large absolute number of supervisory seats.
- Nickel, energy transition minerals and downstream processing have made Indonesia central to battery supply chains, and those boards face governance scrutiny they have not faced before.
- Family and conglomerate groups listing or professionalising are appointing independent commissioners for the first time.
- OJK's concurrent-position limits mean boards cannot recycle the same small group of names indefinitely.
How you get in
- Audit-committee roles, where accounting or financial expertise is the stated requirement
- Indonesian subsidiaries and holding companies of multinational groups
- Resources and downstream processing issuers seeking directors with international governance and ESG experience
- Financial-services issuers, where OJK fit-and-proper standards make prior regulated experience directly relevant
What this market is short of
- Chaired an audit committee
- Professional accounting qualification
- Governed an energy transition or decarbonisation programme
Most receptive sectors
Live mandates
No mandates open in Indonesia right now.
Register your interest and you are matched against this market's briefs as they open — statutory, interim and advisory alike.
Mobility corridors
Where board experience travels, into and out of Indonesia.
A corridor is a directional pair of markets between which experience is genuinely legible — and every one of them carries a friction, because a corridor with nothing to bridge would be a corridor nobody had thought about.
Into Indonesia — where its boards recruit from
Singapore is the regional holding seat for a large share of Indonesian capital, and Singapore boards routinely govern Indonesian operating companies.
Friction — Indonesia is two-tier and its terminology inverts the Singaporean one — a 'director' in Jakarta is an executive, and a foreign non-executive candidate is being considered as a commissioner.
Questions
Indonesia, answered directly.
What is the difference between a Director and a Commissioner in Indonesia?
It is the opposite of what most foreign candidates assume. The Direksi — the Board of Directors — are the executives who manage and represent the company. The Dewan Komisaris — the Board of Commissioners — is the supervisory organ. A foreign non-executive candidate is being considered as a commissioner, and accepting a 'director' role in Indonesia means accepting an executive position with the liabilities that carries.
How many independent commissioners does an Indonesian public company need?
At least thirty per cent of the Board of Commissioners, under OJK Regulation No. 33/POJK.04/2014. The audit committee must be chaired by an independent commissioner and include at least one member with accounting or financial expertise.
ID Exchange of Indonesia
Is Indonesia actually one of your markets?
The mobility index scores it against your own record across four named components — corridor strength, legal openness, what this market is short of, and the language its boards work in — and tells you plainly when the answer is no.