Reconstructing PMN Accountability in Indonesian State-Owned Enterprise Governance

Abstract

This study aims to analyze the legal status of State Capital Participation (Penyertaan Modal Negara—PMN) granted to PT Permodalan Nasional Madani (PT PNM) and to formulate an integrated accountability framework capable of reconciling the normative conflict between state finance law and corporate law in Indonesian State-Owned Enterprises (SOEs). Existing studies have predominantly examined PMN from economic, asset management, or criminal law perspectives, leaving unresolved the legal uncertainty concerning separated state assets, directors’ liability, and the relationship between constitutional accountability and corporate governance. This research employs a normative juridical method using statutory, conceptual, and case approaches, with legal materials analyzed through doctrinal reasoning and systematic legal interpretation. The findings reveal that PMN should be understood as a hybrid legal institution that constitutionally remains part of state finance while being operationally managed under corporate governance principles, including separate legal personality, fiduciary duty, and the Business Judgment Rule. The novelty of this study lies in the formulation of a hybrid accountability framework integrating administrative accountability, fiduciary-based civil liability, and criminal liability as a proportional premium remedium, thereby establishing clear legal boundaries between legitimate business risk and unlawful management of state capital. This study contributes theoretically to the harmonization of state finance law and corporate governance, while providing a normative framework for strengthening legal certainty, regulatory coherence, and sustainable governance of Indonesian SOEs.