Challenge of the Director of Pertamina in the Implementation of Corporate's Independence Principles and the Legal Doctrine Fiduciary Duty

摘要

On April 11, 2018 PT Pertamina (Persero) had acquired State shares in PT National gas Company. Thus Pertamina has completed corporate action to become Oil and Gas Holding. Pertamina is a State-Owned Enterprise (BUMN) in the form of Limited Liability Company which is subject to Law Number 40 year 2007 regarding Limited Liability Company (HPT). In the UPT there is the principle of corporate independence and legal doctrine Fiduciary duty ie limited liability company is the cause for the existence (raison d'etre) of the Board of Directors which gave birth to "fiduciary duties" for the Board of Directors who must uphold professionalism and should not be interpolated by other parties. Based on legal research, normative results were presented in this paper. There are two principles that intersect the principle of oil and gas management, it should be used for the greatest prosperity of the people at the lowest possible price, so that there is interference of government. On the other side, the existence of independence Pertamina and Fiduciary duty law doctrine for Pertamina Board of Directors which should not be interfered in the management of Pertamina by anyone including oil and gas pricing. Therefore, the dilemma for Pertamina's Board of Directors is to harmonize the company's independence principle and Fiduciary duty's legal doctrine with the strong interference of the government as the shareholders in controlling the Pertamina Board of Directors, because Pertamina's commodity concerns the lives of many people, especially regarding the distribution and price of oil and gas. To terminate the dilemma for the Pertamina Board of Directors and Shareholders for strong allegations of violation of the doctrine is to amend and/or provide an explanation of Article 3 of Law no. 40 of 2007 on Limited Liability Company.