In Indonesia, the GMIS is used as an instrument to determine the implementation of Conflict-of-Interest Transactions attended by Independent Shareholders. However, in practice, it is found that there are many weaknesses in the implementation of the GMIS, so it becomes questionable whether the GMIS has protected the Independent Shareholders by the provisions in Article 11 paragraph (1) POJK No. 42/POJK.04/2020 and has prevented the occurrence of violations of Conflict-of-Interest transactions. Thus, research is carried out using a normative juridical method through legal comparisons with the United Kingdom as a country that uses the Board of Directors Declaration instrument which does not involve shareholders in its approval, but from Directors who do not have a conflict-of-interest. The Board of Directors' statement is considered to have advantages that the GMIS does not have in terms of character, procedures, and approvals. This paper aims to determine whether the instrument of the GMIS has protected the Independent Shareholders and to find out whether the Declaration of the Board of Directors can be used as an alternative to the GMIS in Indonesia. The results found from this research can be used as a reflection for each stakeholder on the Conflict-of-Interest Transaction regarding the instruments used before the Conflict-of-Interest Transaction is carried out.

Keywords

Conflict-of-Interest, Independent Shareholders, GMIS, Director’s Declaration.