Director's Accountability for the Company's Sales Results and Commissioner's Actions in Asset Recovery

Abstract

This study examines directors’ accountability for company sales results and commissioners’ actions in asset recovery regarding an embezzlement case involving Conti Chandra, a Director at PT. Bangun Mega Semesta (BMS) in Hotel Batam City Condotel (BCC). Relevant court decisions include Supreme Court Decision No. 567K/PID/2016, Pekanbaru High Court Decision No. 212/Pid.B/2015, and Batam District Court Decision No. 321/Pid.B/2015. It focuses on two main issues: corporate managers’ accountability based on Law No. 40 of 2007 on limited liability companies and criminal liability for “embezzlement crime in position” within a limited liability company. The study uses a normative legal research method with a descriptive approach, relying on secondary data and qualitative analysis. Findings indicate corporate managers’ accountability during general meetings of shareholders. Criminal liability for embezzlement relates to directors’ fiduciary duty to shareholders, requiring prudence, responsibility, and good faith. Two recommendations are proposed: First, The Indonesian government should revise the limited liability company law on holding directors and commissioners accountable for neglecting management and supervision duties and emphasizing fiduciary duty. Second, the Directors of Batam City Condotel should adhere to fiduciary duty principles under the board of commissioners’ supervision.
 Keywords: commissioners actions, directors, embezzlement