When executives criminalized for doing their jobs

Following public outcry, President Prabowo Subianto granted rehabilitation to three former executives of state-owned enterprise (SOE) PT ASDP Indonesia Ferry convicted in the corruption case surrounding the company's acquisition of ferry operator PT Jembatan Nusantara (JN). For many observers, the prosecution of former president director Ira Puspadewi and two other executives epitomize the criminalization of business judgment.

Judges had sentenced Ira, former commercial and service director Muhammad Yusuf Hadi, and former planning and development director Harry Muhammad Adhi Caksono to between four and four and a half years in prison for allegedly enriching JN's owners by Rp 1.25 trillion (US$75 million). The severity of the punishment shocked the public and prompted scrutiny from the House of Representatives. Their names have been cleared, but would corporate decisions continue to be dragged into a legal maze?

The acquisition was framed as indirect corruption, but ASDP's purchase of JN was far from reckless. The company paid Rp 1.27 trillion based on a valuation of Rp 1.34 trillion. The deal carried strategic value for ASDP and was approved at every level: the board of directors (BOD), board of commissioners (BOC) and the then-SOEs minister.

The process also involved oversight from the deputy attorney general for state administration and the Development Finance Comptroller (BPKP), as well as assessments from accredited consultants and appraisers, including Deloitte, PwC, PT BKI and PT SMI. Afterwards, ASDP's market share jumped by more than 33 percent, and its fleet expanded to 126 vessels after gaining operating permits for 53 ships at a time when a moratorium made new route permits hard to obtain.

However, the Corruption Eradication Commission (KPK) argued based on its own valuation that the acquisition constituted a total loss to the state, and blamed the ASDP board's decision-making. It claimed JN's finances were deteriorating and that the company's assets were overstated, noting that over 95 percent of its value came from vessels more than 30 years old with allegedly inflated book values. KPK said that ASDP's leadership had failed to fully consider these risks.

The heart of the controversy lies in a staggering valuation gap, with KPK auditors concluding JN was worth just Rp 19 billion. The state-loss calculation was conducted internally by the KPK and was completed three months after the executives had already been detained.

The KPK's valuation was much lower because the vessels were treated as scrap metal, assessed solely by weight and scrap prices. The defendants disputed this method, arguing that the ships were seaworthy and actively operational in ASDP's network. Ultimately, the verdict hinged on this valuation clash. Notably, presiding Judge Sunoto issued a dissenting opinion.

ASDP operates more than 300 ferry routes, over 70 percent of which run at a loss but must remain open to support the distribution of food, medicine, education access and price stability in remote areas. Judge Sunoto highlighted this public-service mandate in his dissent, concluding that the JN acquisition aligned with ASDP's operational needs and reflected legitimate business judgment.

ASDP did conduct due diligence using the networks and advisors it trusted at the time. This raises an important question about how much latitude executives have in relying on professional judgment without fear of legal repercussions. In any major acquisition, information is imperfect, assessments differ, and certain risks only become apparent in hindsight.

A system that treats legitimate business judgment as criminal conduct sends a chilling signal that extreme caution becomes the only safe strategy. Innovation fades, risk-taking withers, and capable professionals withdraw from public roles because they fear being punished simply for doing their jobs.

The deeper issue lies in a regulatory environment that blurs the line between business risk and criminal liability, one that has not kept pace with the complexities of managing modern SOEs. When outdated rules and rigid interpretations turn corporate decisions into criminal acts, the system ends up punishing initiative. If this ambiguity persists, Indonesia risks discouraging competent leaders from taking bold, strategic actions for the public good, allowing caution to triumph over progress.