Meeting SEP - 30 Juni 2026

Name: Meeting SEP - 30 Juni 2026
Uploaded: 2026-07-01T01:02:04.000Z
Duration: 3 h 2 min 24 s

Opening Remarks and Meeting Objectives

Introduction to the Meeting

The meeting begins with expressions of gratitude, emphasizing the importance of collaboration and configuration needs.

Participants include Pak Radian, Bu Lani, and Pak Ari from legal, focusing on strategic and technical discussions.

The goal is to finalize agreements by July 7 for signing a PKS (Perjanjian Kerjasama).

Background Context

Reference to a previous MOU signed on March 10, 2006, outlining commitments regarding land provision and operational support.

Discussion about the school named "Master School Operated by Stella Manis," which aims to affiliate with religious values.

Key Points in PKS Agreement

Essential Elements of the PKS

Two critical aspects are highlighted: business plan requirements and financial calculations post-PKS signing.

A review of previously sent documents indicates ongoing discussions about internal policies affecting operations.

Finalization Goals

Emphasis on resolving outstanding questions today to avoid future complications in collaboration.

Importance of establishing clear terms now to prevent misunderstandings later in the partnership.

Business Plan Discussions

Financial Planning Requirements

Confirmation that a detailed business plan related to financial projections is necessary after signing the PKS.

Clarification that previous communications may have misinterpreted what constitutes a business plan; it should focus on financial aspects rather than marketing strategies.

Operational Considerations

The need for an operational framework within the business plan that aligns with financial expectations discussed earlier.

Legal Framework and Next Steps

Legal Obligations Post-PKS Signing

Discussion around specific obligations outlined in the PKS, including monetary contributions required within seven days post-signing.

Moving Forward Together

Urgency expressed for finalizing details in the PKS as it serves as a foundation for future collaborative efforts.

Proposal to discuss each article of the agreement systematically for clarity and consensus among all parties involved.

Draft Review Process

Reviewing Draft Agreements

Sharing screen for draft review; participants will confirm each clause collaboratively.

Discussion on Cooperation Agreement Duration

Evaluation Period for Long-Term Cooperation

The cooperation agreement is proposed to last 20 years, starting from the receipt of the cooperation object. This long duration necessitates regular evaluations.

A suggestion was made to conduct evaluations every 10 years, with additional assessments at intervals of 5 years thereafter, to ensure sustainability and operational effectiveness.

Radius Restrictions for New Schools

There is a proposal that no new schools should be established within a 10 km radius of the existing location due to market overlap concerns. This aims to protect the target market segment.

The area in question spans approximately 400 hectares, making it likely that other schools will exist nearby despite restrictions. The feasibility of enforcing such a radius is questioned.

Challenges with Land Sales and Regulations

Impact of Land Sales on School Establishment

Once land is sold, controlling its use (for schools or hospitals) becomes impossible, raising concerns about maintaining educational standards in proximity to competitors. Thus, a 10 km restriction may be impractical.

If land is sold outside Paramount Petals' affiliation, it does not fall under the current agreement's stipulations regarding school establishment limitations.

Market Segmentation Considerations

Building an Islamic education institution would not compete directly with Stella Maris' offerings; thus, this concern may not significantly impact market dynamics as initially thought. Discussions are ongoing about defining acceptable radii for new institutions around existing ones.

Proposal for Design Layout Approval Timeline

Urgency in Design Layout Finalization

It’s suggested that design layout approval should occur promptly to avoid delays in construction timelines which could extend unnecessarily if tied solely to design approvals lasting up to two years or more. Immediate consensus on design elements is crucial for project progression.

A recommendation was made that both parties agree upon a specific timeframe for finalizing the design layout—potentially one month—to prevent wasted time and ensure timely project execution moving forward into operational phases post-agreement signing.

Operational Activities Timeline and Permits

Proposed Timeframes for Operational Permits

Concerns were raised regarding lengthy permit acquisition processes; suggestions include separating primary operational permits from secondary ones with proposed durations of two years and three years respectively for each category to expedite operations while ensuring compliance with regulations amidst uncertainties in local governance policies.

Consequences of Delayed Approvals

If agreed timelines are not met concerning design layouts or permits, there should be provisions allowing either party to terminate the agreement based on unmet deadlines—this ensures accountability and adherence to project schedules throughout collaboration efforts moving forward.

Discussion on Operational Timeline and Revenue Sharing

Operational Timeline Considerations

The academic year is set for 2028, with a proposed maximum timeline of 12 months for operational readiness, emphasizing the importance of timely building handover.

Timely handover of the building is crucial to ensure fair operational commencement for both parties involved, aiming for efficient collaboration.

Rights and Obligations Discussion

Transitioning into discussions about rights and obligations, additional points from previous agreements are being considered. Written responses will be provided to streamline communication.

A brief discussion on "Review sharing" indicates a need for clarity in revenue distribution percentages between companies involved.

Revenue Sharing Clarifications

The concept of revenue sharing is clarified as involving deductions from student fees (SPP), management fees, and operational costs before profits reach Paramount.

Questions arise regarding whether this structure qualifies as true revenue sharing; further clarification is sought on terminology used in financial discussions.

Financial Structure Insights

Revenue sharing is defined as a split based on total income after deducting operational costs. This raises questions about the appropriateness of terms like "revenue sharing" versus "profit sharing."

The mechanism of revenue distribution post-deductions needs detailed examination to avoid ambiguity in future agreements.

Terminology and Agreement Finalization

Options are discussed regarding how to define revenue sharing within contractual terms, ensuring it aligns with agreed-upon definitions and avoids confusion.

Two potential options are presented: adhering strictly to existing definitions or creating new terms that reflect the unique aspects of this agreement.

Operational Guidelines and Business Plan Adjustments

Business Plan Framework

Emphasis on aligning operational funding strategies with an agreed business plan that outlines financial expectations moving forward.

Legal Compliance Measures

Changes are made to comply with legal requirements concerning educational institutions operating under non-profit foundations, specifically addressing regulatory compliance through established partnerships.

Oversight Responsibilities

Discussion highlights the oversight role of Paramount in ensuring adherence to budgetary guidelines (RAB), focusing solely on monitoring compliance rather than direct management involvement.

Conditions for Budget Adjustments

Provisions are made for potential adjustments to budgets based on unforeseen circumstances or regulatory changes mandated by government policies affecting educational operations.

Discussion on Regulatory Changes and RAB Revisions

Need for RAB Revision

The necessity to revise the RAB (Rencana Anggaran Biaya) arises from mandatory regulations, indicating a need for adaptation in financial planning.

Ensuring Fairness for Both Parties

The goal is to create conditions that ensure certainty for Paramon while protecting Stella Maris from financial obligations that have not been agreed upon.

Formulating Conditions in PKS

There is a proposal to establish specific conditions within the PKS (Perjanjian Kerja Sama), particularly regarding approval processes which are currently perceived as overly broad.

Operational Concerns with RAB

Discussions highlight operational implications of the RAB, including material goods and legal actions, suggesting a need for clarity in operational definitions.

Agreement on Approval Scope

The inclusion of terms like "including but not limited to" raises concerns about ambiguity; there is a push towards reaching an agreement on what specifically requires approval.

Business Plan Integration with RAB

Linking RAB to Business Plans

If the RAB is approved, it transitions into the business plan realm, necessitating clear conditions under which changes can be made.

Challenges with Vendor Affiliations

Imposing vendor restrictions based on affiliations may complicate procurement processes for Stella Maris and could affect quality outcomes.

Revising Written Proposals

Need for Written Revisions

A suggestion is made to revise written proposals to ensure they address both parties' interests adequately while establishing necessary boundaries.

Financial Procedures and Timelines

Fund Disbursement Details

Initial discussions emphasize that fund disbursements should occur by the 27th of each month but may require adjustments based on business plan stipulations.

Adjusting Fund Request Timelines

Proposal Submission Dates

The submission date for quarterly fund requests remains June 25th, but disbursement timelines will align with business plan approvals set at 60 days maximum.

Timeline Concerns

Length of Approval Process

A concern is raised that 60 days might be too lengthy for finalizing business plans; suggestions are invited from Stella Maris regarding optimal timeframes.

Clarifying Meeting Outcomes

Recap of Previous Meetings

A recap indicates previous meetings focused on clarifying details related to financial schemes discussed earlier, emphasizing continuity in communication among stakeholders.

Addressing Financial Queries

Consistency in Financial Questions

It’s noted that questions posed by Pak Revata have been previously addressed through written responses detailing financial flows and structures within the organization.

Importance of Detailed Business Planning

Necessity of Comprehensive Planning

Emphasis is placed on discussing detailed aspects such as student intake numbers and revenue projections within the business plan framework to ensure realistic expectations.

Revenue Projections and Operational Costs

Breakdown of Financial Expectations

The discussion includes outlining potential revenues from student fees alongside operational costs, highlighting the importance of quantifying management fees and other expenses within the overall business strategy.

Discussion on Business Plan Formalization

Formalizing Management Agreements

The discussion begins with a plan to formalize agreements with Stella Maris management.

Adjustments have been made to Article 6, aligning it with the business plan without specifying initial capital requirements.

Capital Injection and Operational Impact

There is potential for additional capital; discussions include conditions for disbursement and operational implications if funds are delayed.

Delays in operational funding can severely impact operations, necessitating agreement on consequences.

Revenue Sharing and Management Fees

Revenue Distribution Framework

Article 7 addresses revenue sharing and management fees, referencing previously agreed terms.

The proposed structure includes a 10% share for the first five years, increasing to 15% thereafter if EBITDA is stable.

Cost Overruns and Approvals

Any costs exceeding the approved budget (RAB) require written consent from the first party.

Additional mandatory costs due to regulatory changes must be addressed even if not initially approved by Paramon.

Operational Compliance and Risk Management

Regulatory Compliance Risks

Non-compliance with new regulations could jeopardize operations or lead to government sanctions.

Conditions affecting compliance need clear formulation before any agreement is reached.

Maintenance Responsibilities

The second party is responsible for minor repairs; major defects due to design flaws fall under the first party's responsibility.

Financial Operations Oversight

Recruitment Policies

Discussions touch upon recruitment policies within operational timelines, emphasizing flexibility based on internal governmental policies.

Taxation and Insurance Provisions

Tax obligations remain unchanged from previous agreements; insurance details are outlined in general terms.

Intellectual Property Rights

Licensing Agreements

Clarification on management rights granted to Stella Maris regarding intellectual property, ensuring alignment with existing agreements.

Good Corporate Governance Practices

A licensing agreement will be established between Paramon and Stella Maris for better governance practices concerning intellectual property usage.

Force Majeure Clauses

Standard Provisions

Standard force majeure clauses are discussed; emphasis on licensing responsibilities of both parties in case of non-compliance within specified timeframes.

Performance Standards and Accountability

Minimum Operational Standards

Establishing minimum performance standards over two academic years is crucial; justifiable reasons for non-compliance should be documented.

Project Viability Criteria

Discussions highlight that project viability hinges on maintaining margins above certain thresholds despite challenges faced during execution.

Discussion on Agreement Termination and Organizational Structure

Agreement Termination Conditions

The agreement will terminate if the parties cannot agree on the layout and business plan within the specified timeframe.

Organizational Representation

Emphasis on long-term collaboration, suggesting that each party should have representation in key positions to ensure continuity in case of unforeseen events. This is crucial for maintaining operational stability.

Example provided: If one party dissolves, having representatives from both sides ensures that operations can continue without disruption.

Oversight and Management Roles

Proposal for oversight roles includes Stella Maris as a supervisor alongside Pak Rahman, with suggestions for secretarial roles to maintain balance between parties.

The need for a check-and-balance system is highlighted, where Stella Maris remains the primary operator while ensuring oversight from Paramon. This structure aims to prevent conflicts of interest and dual management issues.

Inclusion of Foundation Structure

Importance of including details about organizational structure and roles in the partnership agreement (PKS), which will guide future policies regarding the foundation's operations.

Clarification that Paramon’s involvement should not lead to ambiguity or operational conflicts within the partnership framework established by Stella Maris.

Concerns Over Sustainability and Dualism

Concerns raised about sustainability if Paramon were included in management; historical trust between Stella Maris and Paramon noted as a positive factor for collaboration moving forward.

Acknowledgment that introducing dual management could lead to disputes, emphasizing the need for clear delineation of responsibilities between supervisors and managers to avoid operational disruptions.

Decision-Making Authority

It is proposed that decision-making authority should remain with Stella Maris while allowing oversight functions from Paramon to ensure compliance with agreements without creating new policies independently. This aims at mitigating risks associated with potential disagreements or mismanagement in future collaborations.

Finalization of Draft Proposals

Discussion on finalizing draft proposals with input from all parties involved, indicating a collaborative approach towards reaching consensus before implementation deadlines are set. Suggestions made for timely communication regarding any additional inputs needed from Stella Maris before concluding agreements.

Discussion on Project Timeline and Feedback

Proposed Due Dates and Concerns

The team suggests a final due date around June, emphasizing the need for operational preparations by July 7. This timeline is seen as critical for project success.

A participant expresses concern about the feasibility of meeting the July 7 deadline, suggesting it feels rushed and may lead to oversights in a long-term collaboration.

There is a consensus that extending the timeline would be beneficial to avoid potential issues down the line, advocating for more realistic deadlines.

Commitment to Collaboration

The discussion highlights the importance of mutual agreement among teams regarding timelines and commitments, ensuring both parties are aligned before proceeding.

Participants stress that revisions and clarifications are necessary for both sides' interests, indicating a careful approach to project management.

Need for Feedback

One member requests feedback from another team (Petals) to ensure all perspectives are considered before finalizing any decisions or timelines. This reflects an inclusive decision-making process.

The group acknowledges that they need clarity on whether their proposed dates will be accepted by all stakeholders involved in the project. They aim to share comments promptly for further discussions.

Review Process and Scheduling

A proposal is made to review materials by Friday, with acknowledgment that this tight schedule may not allow adequate time for thorough evaluation before July 7. Suggestions include pushing back deadlines if necessary.

The team discusses possible alternative dates, including July 10 or even earlier options like July 9, while considering logistical challenges associated with Fridays being busy days typically reserved for closing tasks each week.

Finalizing Plans

There’s an emphasis on maximizing efficiency during meetings scheduled around these dates; participants agree on needing clear communication leading up to key deadlines such as signing agreements or confirming schedules by Monday following their discussions on Thursday.

The conversation also touches upon integrating other events (like marching band performances) into their schedule without causing conflicts with existing commitments from various teams involved in planning activities around those dates.