for susTainable growTh - PT Jasa Marga (Persero) Tbkinvestor-id.jasamarga.com/newsroom/648033-ARJASAMARGA... · 2018-04-06 · for susTainable growTh PT Jasa Marga (Persero) Tbk

PT jasa marga (Persero) Tbk

TransformaTion for susTainable growTh

annual rePorT2017

2 PT Jasa Marga (Persero) Tbk. 2017 Annual Report

getting to Know jasa marga

highlights 2017

jsmr stock and jasa marga bonds

The board of Commissioners report

Directors’ report management Discussion and analysis

business Development Performance of jasa marga Toll roads

As a pioneer of toll road infrastructure development in Indonesia, Jasa Marga never stops doing various innovations to smooth all transformation to build the country’s connectivity.

The tight competition of the business world requires every company to innovate and transform in line with the times. This iron law also applies to Jasa Marga. With the opening of opportunities in the toll road industry along with the Government’s plan (nawacita) to build thousands of kilometers by 2025, several new players in the transport infrastructure business, both from within and abroad, began to wiggle. In addition, the development of mass transportation is increasing.

This indicates that competition in the transportation infrastructure business, especially toll roads, is becoming increasingly stringent. Jasa Marga sees this as a challenge to be answered, in line with the Company’s vision to become the largest, trusted and sustainable national toll road company.Since its establishment in 1978, Jasa Marga has never ceased to innovate to always contribute to the development of the country. Jasa Marga sees the need for an increasingly urgent alternative road in Jakarta, therefore the Company innovates by constructing the Jakarta-Bogor-Ciawi (Jagorawi) Toll Road which has been operating since 1978 until today.

In line with that, Jasa Marga continues to innovate and transform into a modern company holding the largest toll road ownership in Indonesia. Various innovations in technological developments and operational needs on toll roads are being developed by Jasa Marga to fulfill the Company’s mission to lead the development of toll roads in Indonesia to enhance national connectivity, to run toll roads throughout the value chain professionally and sustainably, to maximize the development of the region to improve advancement of society and corporate profits, and improve customer satisfaction with excellent service.

On the way, Jasa Marga continues to develop toll road infrastructure that connects various regions in the country. Not only in the aspect of toll road development, Jasa Marga is also a pioneer in various toll road business innovations, both in terms of operational and service.

TransformaTion for susTainable growTh

1PT Jasa Marga (Persero) Tbk. 2017 Annual Report PT Jasa Marga (Persero) Tbk. 2017 Annual Report

Corporategovernance

social and environmental responsibility

management responsibility for annual report 2017

appendix Consolidatedfinancial report

Performance of other business Development



highlights 2017





In 2017, Jasa Marga again pioneered a series of significant innovations and transformations to enhance the Company’s capabilities in the value chain and business lines. In 2017, it became a historic year for Jasa Marga, where the Company succeeded in achieving exceptional achievements in both the development, operation of toll roads, as well as finding alternative for funding solutions.

One of the breakthroughs that has been done by Jasa Marga in 2017 is the recycling program by issuing securitization based on the right of part of Jagorawi Segment revenue, which is one of the most mature toll roads owned by Jasa Marga. This securitization product gets a very good response, where its sales are oversubscibed up to 3 times.

In addition, to meet its funding requirement, Jasa Marga does not stop in making innovations related to funding alternatives. Through this Debt Recycling program, Jasa Marga are innovating by issuing bonds at the subsidiary level, or project bond, for the first time by Jasa Marga’s subsidiary, PT Marga Lingkar Jakarta (MLJ ) for the JORR W2 North Toll Road or the 7.7 km Kebon Jeruk-Ulujami Toll Road which has been fully operational since 2014.

Tuntang Brigde, Semarang-Solo Toll Road, Segment Bawen-Salatiga (17.6 km), operated on 25 September 2017.


Corporategovernance





Completing a series of achievements of Jasa Marga in the field of funding, for the first time global rupiah denominated bonds were listed on the London Stock Exchange and Singapore Stock Exchange December 2017 worth Rp4 trillion. The bonds were also rated Baa3 by Moody’s and BB + by S & P. The high demand reached more than Rp15 trillion indicates excess order more than 3 times. Therefore, Jasa Marga is enabled to lower the interest rate from the initial indication to 7.50%.

Apart from the funding field, Jasa Marga also conducts various innovations in the field of operations and services. The Government Program of the Non-Cash National Movement (GNNT) or the realization of a cashless society was welcomed by Jasa Marga. Jasa Marga through a series of innovations succeeded in becoming a pioneer in realizing the transformation of 100% electronic payment system in accordance with Government instruction.

Within a short period of time, Jasa Marga successfully implemented 100% non-cash payment in all its toll road operations areas. Compared to conventional transactions, transactions using electronic money at toll booths can cut more than half the transaction time, and are safer and more practical to use by toll road users.

Jasa Marga has also innovating to improve services in the field of transactions, one of which is to integrate toll roads. The integration of toll road in 2017 was implemented on the Jakarta-Tangerang and Tangerang-Merak Segments managed by PT Marga Mandala Sakti. With the integration of toll roads, toll road users are facilitated by having to pay only one time at the toll gate out of the destination.

In addition, Jasa Marga as the operator and developer of the largest toll road in Indonesia has an important role in supporting the national economic growth through the development and operation of toll roads as the infrastructure for the distribution of goods and services as well as the infrastructure for the spatial structure. In the business development sector in 2017, Jasa Marga succeeded in increasing its toll road concessions by 237 km in various regions in Indonesia.

Currently, Jasa Marga has operated 680 km of toll roads throughout Indonesia. It does not stop there Jasa Marga continues to innovate in realizing the operation of all toll road concessions along 1,260 km until 2019. All acceleration and development of this toll road is a continuous effort of Jasa Marga in line with its mission to improve national connectivity.

Acceleration in infrastructure development becomes one of Jasa Marga’s focus in line with government programs that prioritize the development of toll roads as connectivity. The move is also done by Jasa Marga in building the nation.

Do not stop there, Jasa Marga goes through a series of innovative efforts, expanding its wings to other aspects of business outside the development and management of toll roads. Jasa Marga develops business through its subsidiaries, including property, toll road maintenance and toll road operations.

All the innovation steps undertaken by Jasa Marga to transform fruitlessly. In understanding the good corporate governance, Jasa Marga has the basic principles of promoting Good Corporate Governance (GCG) as part of the management of the Company through the application of a system that reflects the principles of information disclosure, accountability, equity and responsibility.

Through GCG self-assessment based on the assessment parameters of the SOE Ministry, in 2017 Jasa Marga earned 97.17%. This means, as a whole by 2017, Jasa Marga is at the “Excellent” quality of GCG implementation.

With the spirit of innovation in transformation, Jasa Marga is always committed to building the nation. In addition, through experience, competitiveness and competitive and competent resources, Jasa Marga is ready to encourage the acceleration and expansion of infrastructure development, especially toll roads, throughout Indonesia. This is in order to grow the nation’s economy evenly and make Indonesia a better place***



highlights 2017





109 123rePorTs of The boarD of Commissioners

The DireCTor's rePorT

217 251PerformanCe of oTher business DeVeloPmenT

PerformanCe of oTher business DeVeloPmenT

451soCial anD enVironTmenTal resPonsibiliTY

jsmr shares anD jasa marga bonDs

93

141managemenT analYses anD DisCussions

261CorPoraTe goVernanCe

geTTing To Know jasa marga

9jasa marga oVerView highlighTs 2017

28 77


Corporategovernance





Table of ConTenTs

2017 Summaries 772013-2017 Financial Summary 782013-2017 Operational Summary 80

Cashless Program in Toll Road 84Flashback 86Awards and Certification 90

JSMR Shares and Jasa Marga Bonds 93JSMR Shares and Bonds 94

Chronology of JMSR Share Listing 94

Information of Trading Price and Volume of JSMR JSMR

94

Condition of Capital Market and JSMR Stock Performance during 2017

98

Composition of JSMR Share Ownership 98

Information on Main and Controlling Shareholders 99

JSMR Shareholders with 5% or More Ownership 99

JSMR Shareholders with Less than 5% Ownership 99

JSMR Share Ownership by the Board of Commissioners, the Directors, and Employees

100

Biggest Twenty JSMR Shareholders 100

Ten Bondholders of Jasa Marga 103

Komodo Bond 105

Information on Corporate Actions 106Securitization of Jagorawi Assests 106

Board of Commissioners Report 110Changes of Composition and Duties of the Board of Commissioners

111

Performance of the Board of Commisisioners 112Work Programs, Meetings, Frequency and Procedure for Giving the Board of Commissioners’ Advice to the Directors

112

Assessment on the Board Commissioners’ Performance and Compliance to Good Corporate Governance

112

Views of the Company’s Business Prospects Compiled by the Directors

113

RKAP and Appointment of Public Accounting Firm 114

Supervision on the Implementation of the Company’s Strategies

116

Assessment on the Performance of the Directors Concerning the Management of the Company in accordance with the RKAP

116

Views on the Implementation of Corporate Governance

119

Compliance with Provisions of Laws and Regulations and Internal Control 119

Implementation of Good Corporate Governance Principles

120

Implementation of the Whistle-Blowing System (WBS)

121

Directors’ Reports 123The Company’s Strategies and Strategic Policies 126The Company’s Performance Analyses 130

Comparison of the Company’s Targets and Performance Achievements

130

Constraints Faced by the Company 131

The Company’s Future Business Prospects 133Implementation of Sustainable Corporate Governance

134

Huiman Capital Management 135Social and Environment Responsibility 135Changes in the Composition of Directors 136Thank You Note 137

Jasa Marga Bonds 101Chronology of Jasa Marga Bond Issuance 101

Jasa Marga Bond Outstanding in 2016 and 2017 102

Getting to Know Jasa Marga 9Jasa Marga Profile 11Jasa Marga Logo 12Jasa Marga Vision & Mission and Strategy 13Jasa Marga Values and Culture 16Jasa Marga in Brief 22

Milestones of Jasa Marga 22

Brief History of Jasa Marga 28

Business Activities 29

Development of Toll Road Industry in Indonesia 31

Jasa Marga Business Development 31

Organization Structure 34Jasa Marga Corporate Structure 37

Structure of Jasa Marga Business Groups 37

Subsidiaries 38

Associates Entities and Joint Ventures 46

Financial Assets 47

Jasa Marga Human Capital 49Transformation in Human Capital 49

Total Number of Employees and Its Composition 51

Employment Opportuniy Policy 55

Development of Competency, Performance, and Employee Career

56

Education and Training 56

Employee Productivity 59

Employee Remuneration 59

Appreciation for Employees 60

Harmonization of Industrial Relations 60

Cost of Human Resources 60

Jasa Marga Website 61Jasa Marga Management 62

Board of Commissioners 62

Directors 64

Audit Committee 66

Nomination, Remuneration and Risk Committee 67

Jasa Marga Senior Officers 68

Management Discussion and Analysis 141General Review 142Review of the Company’s Performance Compared to Toll Road Industry

142

Review of Operations of Each Business Segment 145Basic Application of Jasa Marga Business Segment

146

Toll Road Business Segment 146Main Toll Segment Performance 151Other Toll Segment Performances 156Other Business Development Segments 168

Comprehensive Financial Performance Analysis 1702017 and 2016 Financial Performance 170



highlights 2017





Table of ConTenTsConsolidated Profit and Loss Statements 170Business Revenues 171Business Expenses 171Toll Revenue 171Other Business Revenue 173Construction Revenue 173Cost of Revenue 174Toll and Other Business Expenses 175Gross Profit 176General and Administrative Expenses 176Finance Income and Other Income 177Profit from Operations 179Financial Costs and Share in Net Loss of Associates 179Profit before Income Tax 180Income Tax Expense 180Profit for the Year 181Other Comprehensive Income (Loss) 181Comprehensive Profit of the Current Year 182Share in Net Loss of Associates 183Earning per Share 183Consolidated Financial Position Statements 184Assets 184Current Asset 185Cash and Cash Equivalent 186Short-Term Investment 186Inventories 187Non-Current Asset 189Fixed Asset - Nett 192Liabilities 195Accounts Payable 197Consolidated Cash Flow Statements 207Finance Ratio 208Business Outlook 211Dividend Policy 212Realization of the Proceed Use of Public Offering 213Material Information 215

Jasa Marga Toll Road Construction Performance 217Network of Jasa Marga Toll Roads 218

Concessions Owned by the Company 220Toll Road Business Development 222Network of Jasa Marga Toll Roads: Sumatera 225

Medan-Kualanamu-Tebing Tinggi Toll Road 226Network of Jasa Marga Toll Roads: Greater Jakarta 227

Cengkareng-Kunciran Toll Road 228Kunciran-Serpong Toll Road 229Serpong-Cinere Toll Road 230Bogor Outer Ring Road Toll Road 231Jakarta-Cikampek II Elevated Toll Road 232Jakarta-Cikampek II Selatan Toll Road 233

Network of Jasa Marga Toll Roads: Java 234Batang-Semarang Toll Road 236Semarang-Solo Toll Road 237Solo-Ngawi Toll Road 239Ngawi-Kertosono Toll Road 240Gempol-Pasuruan Toll Road 241Probolinggo-Banyuwangi Toll Road 242Gempol-Pandaan Toll Road 243Pandaan-Malang Toll Road 244

Network of Jasa Marga Toll Roads: Kalimantan 245Balikpapan-Samarinda Toll Road 246

Network of Jasa Marga Toll Roads: Sulawesi 247Manado-Bitung Toll Road 248

Performance Target 2018 249Performance of Other Business Development 251

Business Development of Operation Services 252PT Jasamarga Tollroad Operator (JMTO) 252PT Jakarta Lingkarluar Jakarta (JLJ) 254

Maintenance Services Business Development 254PT Jasamarga Tollroad Maintenance (JMTM) 255

Property Business Development 256Business Development 259

Corporate Governance 261Legal Basis for the Implementation of Jasa Marga GCG

262

GCG Principles 264Purposes of Jasa Marga GCG Implementation 265

Jasa Marga GCG Internal Policy 266Jasa Marga Commitment in the Implementation of GCG

269

Implementing Code of Corporate Governance for Public Company

271

Assessment of the Implementation of Jasa Marga GCG in 2017

275

Recommendation of GCG Assessment Results 279Structure, Policy, and Mechanism of Corporate Governance Implementation

286

General Meeting of Shareholders 290Jasa Marga Shareholders 291Rights & Responsibilities of the Shareholders in the GMS

291

GMS Execution Process 291Implementation of Jasa Marga GMS in 2017 292Annual GMS on March 15, 2017 292Follow-Up to the Resolutions of the GMS Held in 2016

304

Board of Commissioners 306Composition of the Board of Commissioners 306Work Guidelines and Code of Conduct of the Board of Commissioners (Board Manual)

307

Requirements and Diversity of the Composition of the Board of Commissioners

308

Duties, Authority, and Obligations of the Board of Commissioners

310

Independent Commissioner and Independence of the Board of Commissioners

330

Competence Training and Development of the Board of Commissioners

333

Board of Commissioners’ Meetings 334Achievement of Key Performance Indicators (KPI) of the Board of Commissioners

343

Procedures, Basis of Determination, and Amount of Remuneration of Members of the Board of Commissioners

344

Performance Assessment of the Committees under the Board of Commissioners

347

Directors 348Composition of the Directors 348Directors’ Guidelines and Work Order (Board Manual)

349

Requirements and Diversity of the Composition of the Directors

350

Duties, Responsibilities, and Authority of the Directors

352

Independent Director and Independence of the Directors

358

Competence Training and Development of the Directors

361

Directors’ Meetings 361Achievement of Key Performance Indicators (KPI) of the Directors

370

Procedures, Basis of Determination and Amount of Remuneration of Members of the Directors

370

Performance Assessment of the Committee under the Directors

374

Relationship between the Directors and the Board of Commissioners

375

Board of Commissioners-Directors’ Meetings 375Affiliation of the Directors and Board of Commissioners

380

The Directors and Board of Commissioners Assessment

381

Criteria and Basis for Performance Appraisal upon Compliance with the Implementation of GCG Principles

381

GCG Assessment Results of Directors and Board of Commissioners

383

Process and the Party Conducting the Assessment 383Committees 385


Corporategovernance





In this Annual Report, the name of PT Jasa Marga (Persero) Tbk. may be abbreviated as “Jasa Marga”, or “The Company”.

DisclaimerThis document may contain statements that are projections and future views that illustrate the Company’s perspective on future financial events and performance, as well as the financial condition, results of operations and results of business, economic conditions, sector conditions, traffic conditions, and related plans and objectives. These views are based on several estimates and current assumptions that may change with the uncertainties, contingencies, and risks of business, economics, and competition that may change at any time; may cause actual results, performance, and events to differ materially from those already predicted or projected; and this is beyond the control of the Company and the Directors of the Company. These statements are not directly or exclusively related to the historical facts and do not reflect the Company’s intentions, plans, expectations, assumptions, and beliefs about future events. There is no guarantee that future events will arise, projections will be achieved, or the Company’s assumptions are correct. These statements are not and cannot be considered as representations of the Company’s performance in the future.

More information can be found on the website, www.jasamarga.com

Social and Environmental Responsibility 451Environment 456

Environmental Conservation 456Activity Plan 456

Manpower and Occupational Health and Safety 458Activity Plan 460Activities Undertaken and Their Quantitative Impact 462

Social and Community Development 465Activity Plan 465Activities Undertaken and Their Impact 466

Social and Community Development 469Activity Plan 469Activities Undertaken and Their Impact 470

Responsibility to Customers 476Policies and Activity Plans 476Activities Performed 476

Address 482Jasa Marga Head OfficeJasa Marga Branch Offices 483Jasa Marga Subsidiaries 483Jasa Marga Associates Entities and Joint Ventures 485Jasa Marga Financial Assets 486Stock Market Supporting Agency and Professionals 486

Management Responsibility for 2017 Annual Report 488Glossary 490Reference Regulation of the Financial Services Authority (OJK) No. 29/POJK.04/2016 and OJK Circular Letter No. 30/SEOJK.04/2016

491

Consolidated Financial Statement 502

Audit Committee 385Legal Basis for Establishment of Audit Committee

385

Educational Qualification and Work Experience

385

Duties and Responsibilities of the Audit Committee

386

Independence of the Audit Committee 386Audit Committee Competency Training and Development Program

388

Audit Committee Meetings 388Remuneration of the Audit Committee 389Achievement of Key Performance Indicators (KPI) of the Audit Committee

389

Audit Committee Activity Report 389Audit Committee Profile 390

Nomination, Remuneration and Risk Committee 391Legal Basis for Establishment of Nomination, Remuneration and Risk Committee

391

Duties and Responsibilities of the Nomination, Remuneration and Risk Committee

391

Independence of the Nomination, Remuneration and Risk Committee

392

Succession Policy of the Directors 393Training and Competence Development Program for Nomination, Remuneration and Risk Committee

394

Meetings of the Nomination, Remuneration and Risk Committee

394

Remuneration of the Nomination, Remuneration and Risk Committee

395

Achievement of Key Performance Indicators of the Nomination, Remuneration and Risk Committee

395

Report on the Implementation of Duties of the Nomination, Remuneration and Risk Committee

395

Profile of Nomination, Remuneration and Risk Committee

396

Secretary to the Board of Commissioners 399Corporate Secretary 400

Organization Structure of Corporate Secretary 400Duties and Responsibilities of Corporate Secretary 401Implementation of Corporate Secretary Duties 401History of Corporate Secretary Position 402Competence Development of Corporate Secretary 402Corporate Secretary Profile 402

Internal Audit Unit 403Appointment and Dismissal of Head of Internal Audit 403Structure and Position of Internal Audit Unit 403Internal Audit Work Guidelines 404Code of Ethics for Internal Auditors 404Internal Audit Duties and Responsibilities 405Development of Human Resource Competence for Internal Audit and Certification of Audit Profession

405

Audit Results of Internal Audit Unit 406Other Audit Support Activities 406Performance Evaluation of Internal Audit Unit 406Implementation Report of 2017 Internal Audit Unit Activities

407

Head of Internal Audit Profile 407Company’s Internal Control System (SPIP) 407

Promotion of SPIP Framework Understanding 408Review on the Effectiveness of the Company’s Internal Control System

408

Jasa Marga Risk Management 409Risk Management Policy 410History of Jasa Marga Risk Management 410Structure of Risk Management Governance 411Risk of the Company and its Management 414Implementation of Risk Management Work Program 418VP Risk and Quality Management Profile 423

Important Legal Cases Encountered by Jasa Marga 424Information on Administrative Sanctions 428Code of Ethics 429

Employee and/or Management Stock Ownership Program

434

Whistleblowing System 435Consistency of GCG Implementation 439

Equal Treatment for All Shareholders 439Procurement of Goods and Services 439Management of State Asset Management Report (LHKPN)

440

Information Technology Governance 440External Auditor 447Access to Company Information and Data 449



highlights 2017





In Improving Services for Road Users, PT Jasa Marga (Persero) Tbk.

Integrated Jakarta-Tangerang Toll Road with Tangerang-Merak Toll

Road, Which Belongs to PT Marga Mandala Sakti.


Corporategovernance





geTTing To Know jasa marga

01

geTTing To Knowjasa marga



highlights 2017





The Head Office of PT Jasa Marga (Persero) Tbk. is

Located in Plaza Tol TMII Jakarta

ComPanY name anD PosiTionPT Jasa Marga (Persero) Tbk.Position: Based in Jakarta

heaD offiCePlaza Tol Taman Mini Indonesia IndahJakarta 13550 IndonesiaTel. 62-21 841 3526, 841 3630Fax. 62-21 841 3540e-mail: [email protected]; [email protected]: www.jasamarga.com

TraffiC informaTion CenTer anD oTher serViCesJMTIC (Jasa Marga Traffic Information Center): 14080Twitter: @PTJASAMARGA (khusus informasi lalu lintas) @official_JSMR (for other general information)

jasa marga ProfileInstagram: @official.jasamargaFacebook: PT Jasa Marga – Persero TbkMobile application JMCARe

INFORMATION ON ESTABLISHMENTDate of Establishment: March 01, 1978Legal Basis for Establishment Government Regulation No. 04 of 1978Authorized Capital Rp9.52 trillionIssued and Fully Paid-Up Capital: Rp3.6 trillion

STOCK INFORMATIONOwnership : - Indonesian Government 70% - Public 30%

Stock Exchange: PT Bursa Efek Indonesia/BEI (The Indonesia Stock Exchange/IDX)IPO Date: November 12, 2007Code of Stock Exchange: BEI/IDX: JSMR Bloomberg: JSMR IJ Reuters: JSMR.JK

business aCTiViTiesBUSINESS ACTIVITIES BASED ON ARTICLES OF

ASSOCIATION

Based on the Articles of Association which was adjusted in

pursuance of standardization of Public SOEs and meeting

the governance in Capital Market regulation as stated in

Deed of Meeting Resolution No. 98 on April 28, 2017 made

before Ir. Nanette Cahyanie Handari Adi Warsito, S.H.,

Notary in Jakarta and Notification Acceptance Letter on

the Amendment of the Articles of Association from Director

General of General Law Administration of Ministry of Law and

Human Rights No. AHU-0055628.AH.01.11.of 2017 dated

April 28, 2017 and is registered in the Company Register No.

AHU-0036530.AH.01.11.of 2017 dated April 28, 2017 and

the Deed of Resolution Statement of Annual General Meeting

of Shareholders dated March 15, 2017 No. 20 and the Deed

of Meeting Resolution dated March 23, 2017 No. 37, both of

which written by Ir. Nanette Cahyanie Handari Adi Warsito, S.H.,

a Notary in Jakarta and has received a Notification Receipt

from the Director General of General Law Administration

dated March 24 2017 No. AHU-AH.01.03-0121417, the

purposes and objectives of the Company are to participate in

implementing and supporting the Government policies and

programs in economy and national development in general, in

particular, within the development in toll road concessions with

its supporting facilities by applying the principles of Limited

Liability Company.

BUSINESS ACTIVITIES

To achieve the above purposes and objectives, the Company

carries out the following business and supporting activities:

Main Business Activities

1. To perform toll road engineering planning, construction,

operation and/or maintenance

2. To manage the lands within toll road areas (Rumijatol)

and the land adjacent to Rumijatol for rest and service

areas, including facilities and other businesses

Supporting Business Activities

1. Property development in areas adjacent to toll road

corridors

2. Service development for businesses related to modes/

means of transportation, distribution of liquid/solid/gas

materials, network of information facilities, technology

and communication, related to toll road corridors

3. Services and trading for construction maintenance

services and toll road operations.


Corporategovernance





CHANGES IN JASA MARGA LOGO OVER THE YEARS

jasa marga logo

The road configuration forms the letter “J” (the first letter of the Company’s name) reflecting its historical journey, projecting an image of the Company that is increasingly dynamic.

Since 1978, the Company’s Logo has been changed twice, i.e. in 1993 and 2007.

The Company’s logo which has been used since 2007 illustrates a change that reflects a strong commitment to becoming a company with an image as a leader, modern, and professional in the industry.

The blue and yellow colors on the logo reflects hope and the future, along with passion and commitment.

The blue ball illustrates that Jasa Marga is heading towards a company with global standards. Toll road service is continuously developed to meet the standards.

1978 - 1993 1993-2007 2007-now



highlights 2017





JASA MARGA’S VISION & MISSIONFormulation of the Company’s Vision, Mission, and Values was undertaken with the involvement of all related parties, including: The Board of Commissioners, the Directors, and employees, and taking into account the interests of stakeholders.

The Company’s vision and mission was approved by the Board of Commissioners and the Directors through the Directors’ Decision No. 67/KPTS/2017 dated May 5, 2017 regarding the Company‘s Vision, Mission,e and Values.

Drafting Stages of Jasa Marga’s Vision, Mission and Values1. The Directors evaluated the performance and internal

strengths of the Company.2. The Directors conducted evaluations on strategic

changes to the Company’s external environment and examined business opportunities in the future.

3. The Directors evaluated and identified expectations and needs of the stakeholders.

4. Taking into account the Internal Strength and External Opportunities and the stakeholders’ expectations, the Directors formulated the Company’s Vision and Mission.

5. The vision and mission were then submitted and evaluated by the Board of Commissioners, and subsequently determined and mutually agreed upon by the Board of Commissioners and the Directors.

6. The Directors set the Company’s Vision and Mission through the Directors’ Decision Letter.

The Board of Commissioners and Directors periodically evaluate the achievements of the Company’s Vision and Mission and for the financial year 2017, the vision and mission were reviewed and approved by the Directors/the Board of Commissioners.

PROCESS CHART OF DRAFTING VISION AND MISSION

PERFORMANCE ACHIEVEMENT AND THE COMPANY’S

INTERNAL STRENGTHS

STRATEGIC CHANGES IN EXTERNAL ENVIRONMENT AND

BUSINESS OPPORTUNITIES

THE NEEDS AND EXPECTATIONS OF

STAKEHOLDERS

THE DIRECTORS ANDTHE BOARD OF

COMMISSIONERS

VISION AND MISSION

In order to accelerate Indonesia’s economic transformation and to strengthen national connectivity as one of the main pillars of Master Plan for Economic Development Acceleration and Expansion in Indonesia (MP3EI) stipulated by the Government, a strong financial foundation and the Company’s asset are crucial for the Company as a market leader that controls the majority of toll roads in Indonesia with a financial capacity that enables the Company to seize the

jasa marga’s Vision & mission anD sTraTegiesopportunities and continue to improve the development of toll roads and other businesses.

Therefore, a review on the Company’s Vision and Mission shall take into account the direction of long-term growth and development, so the Company can continue to improve its business potentials and opportunities to grow and develop in both toll road business and other businesses.

Jasa Marga VisionTo be the Largest, Trusted and Sustainable National Toll Road Network Company

Definition:• Tohavetollroadbusinessasthemain

business• Tohaveassetsandoperationalareas

distributed throughout Indonesia

Measurement of Potential Indicator:• AssetsCompositionoftollroadvsnon-toll

road• Distributionofassetsandoperationalareas

National Toll Road Company

Definition:• Tohavetotaltollroadassets• Tohavethebusinessscopethroughout

toll road value chain

Measurement of Potential Indicator:• TheCompany’svsCompetitor’slength

of toll roads• Scopeofbusinessineveryvaluechain

Biggest

Definition:• Tobecomethegovernment’sbackbone

in developing and managing toll roads• Tobecomethemainchoiceforinvestors,

partners, and customers• Tooperateaccordingtotheprinciplesof

good corporate governance

Measurement of Potential Indicator:• Perceptionfromthegovernment,

investors, and partners• Customersatisfactionlevel• Numberofdisputeswithinvestorsand

partners• GCGScore

Reliable

Definition:• Tohaveasustainablegrowthofbusiness

scale and profit• Tohavenon-tollroadbusinessesthatare

synergized with toll road business

Measurement of Potential Indicator:• Assetsgrowth• Thegrowthoffinancialperformanceof

toll road and non-toll road business

Sustainable

2 31


Corporategovernance





Jasa Marga Mission

1. Lead the development of toll road networks in Indonesia to increase national connectivity

2. Manage the toll road business along the end-to-end value chain in a professional and sustainable manner

3. Maximize the regional development to accelerate community advancement and increase company profitability

4. Enhance customer satisfaction through service excellence

Description:• ToimproveinterregionalconnectivityinIndonesia

through the development of toll roads with various business schemes

• Toparticipateinthegovernmentflagshiptollroadprojects with due regard to factors of commercial feasibility

Description:• Torunbusinessesacrosstollroadvaluechainwithvarious

business schemes efficiently and competitively• Toensureasustainablebusinessgrowththroughouttoll

road value chain• Tooptimizesynergyamongbusinessesacrosstollroad

value chain

Description:To ensure that the business potentials from the toll road development can be utilized under the various business schemes for community development and the Company’s profits

Description:To ensure customer satisfaction with:• TheProvisionofSafeandHighQualityTollRoad• Good,responsive,andaccuratetrafficandtransaction

services by utilizing technology optimally

Leading the Toll Road Development in Indonesia to Improve National Connectivity

Managing a Toll Road Business throughout the Value Chain Professionally and Sustainably

Maximizing the Regional Development to Improve Public Development and the Company’s Profits

Improving Customer Satisfaction with Excellent Service



highlights 2017





JASA MARGA STRATEGY

Since the establishment of the Company’s Vision and Mission

in 2017, the Company has undertaken various strategic

measures and continued to develop in various sectors to

achieve its 2027 Vision “To Be the Biggest, Most Trusted and

Sustainable National Toll Road Company”.

To achieve the set principal goals, the Company has

established a strategy which was divided based on 4 (four)

areas as follows:

1. Operational

At the operational level, especially toll transaction,

traffic, and construction services, the Company’s

strategy includes improving operational efficiency and

effectiveness to increase the EBITDA of operating

toll roads. Gradually, the operation and maintenance

will become the core competence of the Company’s

Subsidiaries engaged in toll maintenance and

operation adopting the concepts of cost leadership and

technology-based operational excellence through an

operating lease method until 2022.

2. Business Development

In the business development sector, it is estimated

that the concession of 1,260 km will be completed and

operational entirely by 2019. The Company owns 18 new

toll roads in which 3 toll roads are fully operational, 4

toll roads are partially operational and 11 toll roads are

still under construction. The construction of 15 toll road

projects is set to be completed by 2019. In addition, the

business development is also undertaken by selecting

several potential toll road sections based on priority

scale, in accordance with the Company’s capacity and

adjusted based on funding scheme.

3. Organization and Human Resources (HR)

The strategy in the field of organization and human

resources is set through a division of roles and scope

of duties among the functions of asset owner, asset

manager, and service provider within Jasa Marga

groups. Furthermore, the Company organizes its human

resource (HR) training tailored to the development of

organizational capability. In addition, the Company’s

culture is developed and its contribution must be

measurable to improve the Company’s performance.

Meanwhile, the development of information technology

systems is grouped into enterprise and business

functions.

4. Finance

The Company’s strategy in finance includes pursuing

competitive lending rates. In addition, the Company

also undertakes a variety of alternative funding schemes

in order to get an optimal funding that corresponds to

the Company’s needs and to ensure that any material

or investment transactions should go through a review

process in accordance with the relevant regulation.

All the measures taken by the Company in achieving its

Vision and Mission are carried out with due regard to the

principles of Good Corporate Governance, risk management

and its mitigation, and internal control.


Corporategovernance





To execute the Company’s Mission in an effort to achieve the defined Vision, Jasa Marga has set several Values that serve as the guiding principles in the behavior and decision making. Those Values are built on the basis of four core values which are recognized and developed collectively, namely JSMR (Honest - Agile - Competent - Respectful).

These Values have been approved by the Board of Commissioners and the Directors with the Directors’ Decision No. 50/KPTS/2013 dated May 5, 2017 on the Company‘s Vision, Mission, and Values. As a token of seriousness and in order to monitor the effectiveness

jasa marga Values anD CulTure of the Company’s values implementation, a guideline for dissemination and evaluation of the Company’s Vision, Mission, and Values was structured as stated in the Directors’ Decision No. 173/KPTS/2014 dated October 15, 2014.

sTaTemenT on The ComPanY’s CorPoraTe CulTure The implementation of good corporate governance will be successful if it is supported with a strong company culture. The cultural internalization approach is performed through an intervention on three aspects, i.e. leadership,

In managing its business activities, Jasa Marga is always HONEST (jujur), fair, transparent, and free from any conflict of interests.

J

HONEST (JuJur)

HONEST:The spirit of integrity comes from self conscience, not just for the sake of compliance.

FAIR:Upholding the principle of equality and fairness

Transparent and Free from Any Conflict of Interests:Independent and objective

Jasa Marga is AGILE (sigap) to serve its customers and other stakeholders, acting with care and proactive while maintaining caution.

S

AGILE (Sigap)

AGILE TO PROVIDE SERVICE:Acting with enthusiasm in providing the service

CARE:Caring with empathy

Be proactive while Maintaining CautionPreparing for future actions with due regards to the risks



highlights 2017





system, and employee. With this approach, the Jasa Marga culture, in addition to those stated in policies and procedures, becomes a discipline (soft skills) practiced by the Board of Commissioners, the Directors, and employees in their daily practice.

To adjust to the Company’s long-term direction of growth and development to which the future potential of toll road business is still huge, and to achieve the Company’s Vision and Mission, Jasa Marga’s Values in 2013 was changed to: Honest, Agile, Competent, and Respect.

These four values serve as the foundation of Jasa Marga’s interaction with its stakeholders.

jasa marga main CulTureThe Company has established Jasa Marga’s Values as the Company’s culture that becomes a foundation in interaction between Jasa Marga employees with the stakeholders. The elaboration of Jasa Marga Values is based on Directors’ Decision No. 08/KPTS/2016 on Elaboration of PT Jasa Marga’s (Persero) Tbk. Values; they are as follows:

Jasa Marga is COMPETENT (mumpuni) in working on the basis of competency, consistency and innovation.

M

COMPETENT (MuMpuni)

Jasa Marga is RESPECTFUL (respek) towards its stakeholders to achieve in synergy.

R

RESPECTFUL (reSpek)

COMPETENT:Having the ability and willingness to carry out the task

CONSISTENT:Being courageous and acting as a role model

INNOVATIVE:Developing ideas for continuous improvement

RESPECT:Respecting others proportionately

TO ACHIEVE IN SYNERGY:Upholding teamwork and managing diversity to deliver an added value


Corporategovernance





DisseminaTion of The ComPanY's Value sYsTemTo ensure the application of JSMR Values into the Company’s daily activities, the Company continuously

disseminates these values to all Jasa Marga employees. The campaign and dissemination of these values are

made through the Company’s internal and external websites, slide-presentations displayed in every training or

meeting, banner installations in strategic locations within the Company’s working environment.

CHART OF IMPLEMENTATION PURPOSE OF JSMR VALUES

To improve the commitment and

performance of organization

members to sup port

Jasa Marga performance

To develop the attitudes and behaviors capable of contributing optimally to achieve Jasa Marga vision and mission

To introduce and provide the correct

description of JSMR formally to all Jasa Marga employees

To provide an understanding of JSMR values to Jasa Marga employees, so they have the same understanding

To instill JSMR values so that they are reflected and aligned with Jasa Marga employee behavior on a daily basis

Some of the programs that have been executed are:

1. The obligation to include the Company Values into

goods/services procurement document in the Company

and to present them during the aanwijzing (explanatory

meeting)

2. Conducting online survey on the Company Vision,

Mission, and Values in all work units and Branches.

Evaluation includes the understanding of the Vision,

Mission, and Values, and the evaluation of the

effectiveness level of the dissemination of Vision,

Mission, and Values.

3. The Vision, Mission, and Values were broken down

up to operational level by consultant. This has been

established in Directors’ Decision No. 08/KPTS/2016 on

Values Elaboration of PT Jasa Marga’s (Persero) Tbk.

4. The dissemination and survey on the understanding and

dissemination effectiveness of Directors’ Decision No.

173/KPTS/2014 dated October 15, 2014 on guidelines

for dissemination and evaluation of the Company Vision,

Mission, and Values in October 2014.

The initial launch program of JSMR Values was conducted on

October 15, 2014 in accordance with Directors’ Decision No.

173/KPTS/2014, both directly and cascading. With the help

from the Management Consultant, a Culture Assessment was

executed online in 2015 to all participants in the Company,

taking into account the dissemination and internalization

efforts conducted by the Company.



highlights 2017





JSMR Culture Assessment focuses on:

1. Awareness

2. Understanding

3. Culture Index

Accordingly, the JSMR Culture Assessment is conducted

every year to evaluate and monitor the implementation

progress of JSMR’s Values. Therefore, the effectiveness of

all activities related to the implementation of JSMR Values

can be measured, its advantages and disadvantages can be

understood and managed properly.

CHART CORPORATE CULTURE IMPLEMENTATION STAGES

START

COMPLETED

The Current

Condition

1 Organization’s Operational

Value System

Culture Assessment

Index

Blueprint of Organization’s

Cultural Implementation

Program Roll Out of

Dissemination and Cultural

Internalization

Evaluation and Monitoring

System of Implementation

of Company Culture

Roll Out of Dissemination and Cultural

Internalization

Review on organization

condition

Kick-off Meeting & Strategy

Exploratory Meeting

1. Conducting culture

assessment 2. Performing gap analysis

Developing goals, strategies, and organizational

culture programs

Preparing the program

roll-out, dissemination,

and internalization of

organizational culture

Developing an Evaluation and

Monitoring System as

feedback for improvement

Implementation of roll-out,

socialization and internalization of the Company’s

cultureElaborating the values to be more operational

3

4

56

7

2

With regards to JSMR Culture Assessment results, the Company has designed a JSMR re-launch program that aims to revive

the spirit of further JSMR implementation, taking into consideration the successful efforts of dissemination and internalization

with the following results:


Corporategovernance





aligning The CorPoraTe Values for 2018In order to support the Company’s values transformation and alignment that correspond to its business operation and strategy,

the Company has aligned its corporate values with the goal to support the achievement of its strategic objectives. Based on

Directors Decree No. 06/KPTS/2018 dated January 23, 2018 regarding Corporate Values, Jasa Marga’s Values consist of 4

(four) principal values jointly recognized and developed, and used as the basis for Jasa Marga Employees in interacting with

the stakeholders.

Jasa Marga’s corporate values, definition and principles are as follows:

TABLE OF JASA MARGA’S CORPORATE VALUES SINCE JANUARY 23, 2018

Corporate Values Definition of the Values Principle Behavior

Agility Agile and able to deal with change and evolve on an ongoing basis by remaining mindful to the principle of prudence.

• Fast,agileandadaptive.• Persistent,tough,unyielding.

Professionalism Having the best competence and responsibility in completing the work systematically, vigorously and forward-oriented.

• Disciplineandworkthoroughly.• CreativeandInnovative.• Synergiccooperation.

Integrity Having the consistency between the thoughts, words and actions based on honesty, truth, justice and compliance to the applicable rules and ethics.

• Honestandethical• Meetingthecommitments.

Customer Focus Providing the best and continuous service to customers throughout the business process chain based on customer needs and expectations.

• Caringandrespectingeachother.

• Agileandproactive.• Providingthebestsolution.

TABLE OF SURVEY RESULTS

CLASSIFICATION CRITERIA BASED

ON SURVEY RESULTS

Value Criteria

80 Effective

Results of the Company’s Vision, Mission and Values Values Measurement in 2016 and

2017 are presented in the following table:

TABLE OF MEASUREMENT RESULTS ON THE UNDERSTANDING OF COMPANY

VISION, MISSION, AND VALUES IN 2016 AND 2017

Respondent Result (%)2016 2017

Company Internal 89.25 (Effective) 95.9 (Effective)Company External 76.00 (Enough) 99.3 (Effective)



highlights 2017





Gempol Interchange, Gempol-Pasuruan Toll Road, km 47.


Corporategovernance





jasa marga milesTones

jasa marga in brief

19871988

2011

• JasaMargawasestablishedwiththeline of business in managing, providing maintenance and procurement of toll road network

• Jagorawi,thefirsttollroadinIndonesia, started to operate.

Semarang Toll Road started to operate.

• Jakarta-TangerangTollRoad started to operate.

• Dr.Ir.SedyatmoTollRoad (Airport Toll Road) started to operate.

• Surabaya-GempolTollRoadstarted to operate.

• Belmera(Belawan-Medan-Tanjung Morawa) Toll Road started to operate.

Jakarta-Cikampek Toll Road started to operate.

Padaleunyi (Padalarang-Cileunyi) Toll Road started to operate.

• Thegovernmentopenedup the opportunity to private sector to participate in toll road development through the Build, Operate and Transfer (BOT) system with Jasa Marga.

Acquisition of PT Jasamarga Tollroad Maintenance (previously PT Jasa Layanan Pemeliharaan).

• OperationofSurabaya-Mojokerto Toll Road (Section 1A Waru-Sepanjang Toll Road) and Semarang-Solo Toll Road (Section 1 Semarang-Ungaran Toll Road)

• ThesigningofNusaDua-Ngurah Rai-Benoa Toll Road Concession Agreement (PPJT)

Implementation of e-Toll Pass

• OperationofSemarang-SoloTollRoad (Section 2 of Ungaran-Bawen Toll Road), Bogor Outer Ring Road Toll Road (Section 2A Kedung Halang-Kedung Badak), and JORR W2 North Toll Road (Ciledug-Ulujami Section)

• JasaMargawonthetenderforthe concession right of Medan-Kualanamu-Tebing Tinggi Toll Road.

• ThesigningoftheAgreementof Surabaya-Madura Toll Bridge Operation

• OperationofNusaDua-Ngurah Rai-Benoa Toll Road (Toll Road Mandara) and JORR W2 North Toll Road (Kebon Jeruk-Ciledug Section)

• EstablishmentofPTJasamarga Property

• JakartaInnerCityToll Road (Jakarta Inner Ring Road) started to operate by Jasa Marga in stages.

19841986

1990

1978 1983

2013

2014

2012

2010



highlights 2017





1991 1998 20022003

Jakarta Outer Ring Road (JORR) Section S Pondok Pinang-Lenteng Agung Toll Road started to operate.

Palikanci (Palimanan-Kanci) Toll Road started to operate.

PT Jalan tol Lingkar Luar Jakarta (JLJ) was established.

Cipularang (Cikampek-Purwakarta-Padalarang) Toll Road started to operate.

The signing of Toll Road Concession Agreement (PPJT) for Bogor Outer Ring Road, PPJT Semarang-Solo, PPJT Gempol-Pasuruan, PPJT Gempol-Pandaan, PPJT JORR W2 North, PPJT Surabaya-Mojokerto, and other 13 toll roads operated by the Company.

The Authorization Function was returned to the Government (Department of Public Works c.q. Toll Road Regulatory Agency/BPJT).

• ChangeinJasaMargaLogoIllustrating the Company Modernization and Transformation

• JasaMargabecameaPublicCompany through Initial Public Offering (IPO) and listed its shares on Indonesia Stock Exchange.

• TheintegrationofJORRTollRoadfrom Ulujami-Cilincing

The Signing of Kunciran-Serpong Highway Concession Agreement (PPJT)

• TheOperationofBogorOuterRingRoad Toll Road (Section 1 Sentul South-Kedung Halang Toll Road)

• Implementationofe-TollCard• TheSigningofCengkareng-Kunciran

Toll Road Concession Agreement (PPJT)

• AcquisitionofSurabaya-MojokertoToll Road

• AcquisitionofSolo-Ngawi, Ngawi-Kertosono, and Cinere-Serpong Toll Road

• OperationofGempol-Pandaan Toll Road

• EstablishmentofPTJasamarga Tollroad Operator (previously PT Jasa Layanan Operasi).

• OperationofSurabaya-MojokertoSection 4 of Krian-Mojokerto Section

• JasaMargawonthetenderforthe Concession Rights of Batang-Semarang, Balikpapan-Samarinda, Manado-Bitung, Pandaan-Malang, and Jakarta-Cikampek II Elevated Toll Roads.

• Integrationoftollroadtransactionsystem from Jakarta until Brebes

• OperationofSemarang-SoloTollRoad,Section Bawen-Salatiga.

• OperationofMedan-Kualanamu-TebingTinggiToll Road, Section Kualanamu-Sei Rampah.

• OperationofGempol-PasuruanTollRoad,Section Gempol-Rembang.

• OperationofSurabaya-MojokertoTollRoad,Section Sepanjang-Krian.

• JasaMargawontheconcessionandthesigning of Toll Road Concession Agreement (PPJT) for Probolinggo-Banyuwangi (172.9 km) and Jakarta-Cikampek II South (64 km) Toll Roads which are the Company’s initiation projects.

20172016

2006200720082009

2004

2015

• Theoperationoftollroadsusingnon-cashtransaction, in line with the Government’s GNNT (National Non-Cash Program) program 100%.

• IssuanceofBondIMargaLingkarJakartaof2017 i.e. a bond issued at project level/Jasa Marga Subsidiary PT Marga Lingkar Jakarta (Project Bond) for JORR W2 North Toll Road (Kebon Jeruk-Ulujami).

• SecuritizationofJagorawiTollRevenuesthrough Public Offering of Collective Investment Contract (KIK) of Asset Backed Securities (EBA) Mandiri JSMR01.

• IssuanceofIDRGlobalBondunderthenameof Komodo Bond at London Stock Exhange.


Corporategovernance





06

02

KaleiDosCoPe of jasa marga

01

04

05

0708

03



highlights 2017





09

11

12

13

10

1 1978 • JasaMargawasEstablishedinManagement,Maintenance,andTollRoadWebProcurementField

• Jagorawi,astheFirstTollRoadinIndonesia,wasstartedtooperation

2 1983 The Operation of Semarang Toll Road

3 1984 The Operation of JakartaTangerang Toll Road

4 1987 The Gradual Operation of Inner-City Toll Road

5 1988 The Operation of Jakarta-Cikampek Toll Road

6 1990 The Operation of Padaleunyi Toll Road

7 1991 The Operation of Jakarta Outer Ring Road Toll Road

8 1998 The Operation of Palikanci Toll Road

9 2002 The Establishment of PT Jalantol Lingkarluar Jakarta

10 2003 The Operation of Cipularang Toll Road

11 2004 The Function of Otorization was Returned to the Government

12 2006 PPJT Bogor Outer Ring Road


Corporategovernance





16

17

18

19

20

1514



highlights 2017





23

22

24

21

13 2007 The Integration of JORR Ulujami-Cilincing

14 2007 Initial Public Offering (IPO) and Stock Price Listing in Indonesian Stock Exchange

15 2008 PPJT Kunciran-Serpong

16 2009 The Operation of Bogor Outer Ring Road Toll Road

17 2010 The Acquisition of Maintenance Services

18 2011 The Operation of Surabaya-Mojokerto Toll Road

19 2012 The Implementation of e-Toll Pass

20 2013 The Operation of Nusa Dua-Ngurah Rai-Benoa Toll Road

21 2014 Toll Road Concession Bidding of Medan-Kualanamu-Tebing Tinggi Toll Road

22 2015 Cinere-Serpong Toll Road Acquisition

23 2016 The Operation of Surabaya-Mojokerto Toll Road

24 2017 The Operation of Semarang-Solo Toll Road

25 2017 Komodo Bond Listing

25


Corporategovernance





brief hisTorY of jasa marga



highlights 2017





Jagorawi Toll Road in 1985. This first toll road segment

in Indonesia has been started to establish in 1973, 59 km

stretched connecting Jakarta-Bogor-Ciawi

The basis of esTablishmenTTo support the economic growth, Indonesia needs reliable

road networks. PT Jasa Marga (Persero) Tbk. was established

based on the Republic of Indonesia Government Regulation

No. 04 of 1978 on Equity Participation of the Republic of

Indonesia in establishing the Company (Persero) in the area

of management, maintenance, and procurement of toll road

networks, including the provision on its operation (State

Gazette of the Republic of Indonesia No. 04 of 1978 juncto

Decree of Finance Minister of the Republic of Indonesia No.

90/KMK.06/1978 on the Stipulation of Working Capital of PT

Jasa Marga (Persero) dated February 27, 1978.

The Company was established based on the Deed No. 1 dated

March 1, 1978, under the name “PT Jasa Marga (Indonesia

Highway Corporation)”, which was later amended with the

Deed No. 187 dated May 19,1981 and the name was later

changed to “PT Jasa Marga (Persero)”, both of which were

made before Kartini Muljadi, S.H., who at that time was a

Notary in Jakarta.

Based on the resolution of Extraordinary General Meeting

of Stockholders dated September 12, 2007 regarding the

amendment of the Company’s Articles of Association in the

context of Initial Public Offering, including the increase of

authorized capital, issued and paid up capital, change in

par value and share classification, change in the Company’s

status from Private Company to Public Company, and change

in the Company’s name to PT Jasa Marga (Persero) Limited

Company (Indonesia Highway Corporatama) Tbk. or PT

Jasa Marga (Persero) Tbk. The decision on the amendment

of Articles of Association is stated in the Deed No. 27 dated

September 12, 2007 before the Notary Mrs. Poerbaningsih

Adi Warsito, S.H. The deed was approved by the Minister

of Justice and Human Rights of the Republic of Indonesia

through Decree No. W7-10487 HT.01.04-TH.2007 dated

September 21, 2007.

The Company’s Articles of Association has been amended

several times and the latest amendment was in the context

of SOE standardization and meeting the governance in

Capital Market regulation as stated in the Deed of Meeting

Resolution No. 98 dated April 28, 2017 made before Ir. Nanette

Cahyanie Handari Adi Warsito, S.H., a Notary in Jakarta

and a letter of Notification Acceptance of Amendment to

Articles of Association from Director General of General Law

Administration of Ministry of Justice and Human Rights No.

AHU-AH.01.03-0131742 dated April 28, 2017 and is registered

on the Company’s Registration No. AHU-055628.AH.01.11

of 2017 dated April 28, 2017 and the Deed of Resolution of

Annual General Meeting of Shareholders No. 20 dated March

15, 2017 and the Deed of Meeting Resolution No. 37 dated

March 23, 2017, both of which were written by Ir. Nanette

Cahyanie Handari Adi Warsito, S.H., a Notary in Jakarta and

received a Notification Receipt from the Director General of

General Law Administration of Ministry of Justice and Human

Rights No. AHU-AH.01.03-0121417 dated March 24, 2017

and is registered on Company Registration No. AHU-0040235.

AH.01.11W of 2017 dated April 24, 2017.

Change in The ComPanY’s nameExcept the name change related to the change of Company’s

status into Public Company on November 12, 2007, the

Company never changed its name.

business aCTiViTiesBased on Article 3 in the Company’s Articles of Association,

the Company’s purposes and objectives are to participate

and support the Government policies and programs in

economic and national development in general, and in

particular the development of toll road concession including

its supporting facilities by applying the principles of limited

liability company. To achieve such purposes and objectives,

the Company manages the following businesses and

supporting activities:

1. To perform toll road engineering planning, construction,

operation, and/or maintenance

2. To manage the land within toll road areas (Rumijatol) and

the land adjacent to Rumijatol for rest and service areas,

including facilities and other businesses

The business activities are carried out by the Company through

a process of planning, constructing, operating, and maintaining

toll roads and its supporting facilities so that the toll roads shall

function as highways that provide even more benefits than non-

toll roads.

Based on the Company’s Articles of Association, in addition

to managing the core business activities, the Company also

manages supporting business activities, namely:

1. Property development in areas adjacent to toll road

corridors

2. Service development for businesses related to modes/

means of transportation, distribution of liquid/solid/gas

materials, network of information facilities, technology

and communication, related to toll road corridors

3. Services and trade for toll road construction,

maintenance and operation services.


Corporategovernance





jasa marga business ProsPeCTsIn 2016, Jasa Marga conducted a review on the working

system called Jasa Marga Integrated Management System

(JM WAY). JM WAY was established based on identification

and integration of several processes. The integration of the

processes includes the interaction amongst the processes

described in a Work System flowchart. Jasa Marga Working

System is a comprehensive overview of the processes within

the organization that shows how the organization work is

done. The work system involves workers, suppliers and key

partners, contractors, and other supply chain components

needed to produce and deliver the products, services,

and business and supporting processes. The work system

consists of internal work processes and external resources

needed to develop, produce, and deliver to the customers,

and to be successful in the marketplace.

The Working System integrates several Management

Systems implemented by Jasa Marga including the

requirements of International Standard ISO 9001:2015, ISO

14001:2015, ISO/DIS 45001:2016, and the Requirement

of BALDRIGE CRITERIA 2015-2016. The above processes

are classified by type and status of process significance

in terms of their relationships towards the realization of

product or production process. The classification of these

processes is grouped into four categories: Core Process,

Supporting Process, Planning Process, and Review &

Improvement Process.

1. Core Processes

Core Process are processes carried out based on

request/demand from the Customers and other

Stakeholders in the form of products & services,

so that the requirement can be fulfilled in the

products offered to create customer satisfaction.

The Core Process includes processes in: Transaction

Service Management, Traffic Service Management,

Construction Service Management, Toll Road

Development, and Other Business Development.

2. Supporting Processes

Supporting processes are processes that arise

based on the needs from the core process or the

planning process whose results directly or indirectly

support the core process. Based on the nature of

the process, supporting process is also an important

process in Jasa Marga because without these

processes, implementation of the core process

cannot be executed. The Supporting Processes

include processes in: Human Resource Management,

Financial Management, Information Technology

Management, Corporate Administration Management,

Logistics Management, and Business Management.

3. Planning Processes

Planning Processes are processes implemented

based on Jasa Marga business plans and objectives.

These processes aim to anticipate changes in the

business environment, both internal and external,

so that the consistency of product quality and

organizational performance can be maintained. The

Planning Processes include processes in: Corporate

Planning, Toll Road Engineering Planning and

Development, and Risk Management.

4. Review and Improvement Processes

Review and Improvement Processes are processes

carried out by looking at the results of various

elements in Work System that require improvement.

They are related to the efforts to increase efficiency

and effectiveness of Jasa Marga on an ongoing basis.

Specifically, activities in these processes are matters

relating to compliance and consistency towards JM

WAY implementation. The Review and Improvement

Processes include processes in: Audit Management,

Management Performance Measurement, STI

Management, and Innovation Management.



highlights 2017





THE DEVELOPMENT OF TOLL ROAD INDUSTRY IN

INDONESIA

1978

The history of toll road industry development in Indonesia

began in 1978 when Jagorawi Toll Road was officially

operational for the first time. The construction of Jagorawi

Toll Road which connects Jakarta-Bogor-Ciawi, was carried

out by the Government using the Government’s budget and

foreign loan, given to PT Jasa Marga (Persero) Tbk. as an

equity participation.

1980

In the late 1980s, the Indonesian Government began to

include private parties to participate in the construction of

toll roads through the Build, Operate, and Transfer (BOT)

mechanism.

2004

The issuance of Law No. 38 of 2004 on Roads which

replaced Law No. 13 of 1980 and the issuance of

Government Regulation No. 15 of 2005 which regulates

more specifically on toll roads. There was a change in toll

road business mechanism, such as the establishment of Toll

Road Regulatory Agency (BPJT) as the regulator of toll road

industry in Indonesia, and the determination of toll tariff by

the Minister of Public Works, adjusted every two years based

on inflation rate.

JASA MARGA BUSINESS DEVELOPMENT

In the beginning of its establishment, the Company acted not

only as an operator but also assumed the responsibility as a

toll road authority in Indonesia. Until 1987, the Company was

the only toll road operator in Indonesia whose development

was funded by the Government with funds from foreign

loan and issuance of Jasa Marga bond. As the first toll

road in Indonesia operated by the Company, Jagorawi

(Jakarta-Bogor-Ciawi) Toll Road marked the milestone for

the development of toll road industry in the country operated

since 1978.

In the 1990s, the Company was focusing more on the role

of authority institution that facilitated private investors who

mostly failed to finish their projects. Some of the toll roads

taken over by the Company include JORR (Jakarta Outer

Ring Road) and Cipularang.

With the issuance of the Government Regulation No. 15

of 2005 which regulates toll road, the role of authority was

handed back to the Government. As the consequence, the

Company carried out its full function as a toll developer and

toll road operator company which would receive a toll road

operation license from the Government.

From then on, the construction and operation of toll roads are

based on investment concept, whereby the Company acts as

an investor will invest on toll roads that have feasible rates of

financial return in accordance with the concession periods.

The process of obtaining new toll road concessions must be

done through an establishment of separate business entity.

The Company obtains the toll road concessions through

several ways, namely, by participating in toll road tenders

organized by the Government, and acquisition by increasing

share ownership in potential toll road sections. In addition,

the Company may also propose to the Government to build

toll roads that are not included in Government plans, a

scheme called unsolicited.

To support its expansion and development, the Company

became a Public Company and listed on the Indonesia

Stock Exchange (formerly Jakarta Stock Exchange) since

the Government released its 30% shares to the public on

November 12, 2007.


Corporategovernance





DEVELOPMENT OF TOLL ROAD BUSINESS

Through the Toll Road Concession Agreement (PPJT) signed

on July 7, 2006, the Company’s 13 (thirteen) operational toll

roads had a concession period of 40 years, effective from

January 1, 2005, with an exception of PPJT JORR Section

S wherein 2013 Jasa Marga was appointed as its temporary

operator under the Decree of Minister of Public Works No.

80.1/KPTS/M/2013 on Temporary Operation of Outer Ring

Road Jakarta of Pondok Pinang-Jagorawi Section (JORR S).

In its development, the Company continues to make efforts

to increase the ownership of new toll road concessions.

Since 2006, the Company has signed 6 (six) toll road

concession agreements (PPJT) namely Bogor Toll Road

Outer Ring Road whose concession is held by PT Marga

Sarana Jabar, Semarang-Solo Toll Road by PT Trans Marga

Jateng, Gempol-Pasuruan Toll Road by PT Transmarga

Jatim Pasuruan, PPJT Gempol-Pandaan by PT Jasamarga

Pandaan Tol, JORR W2 North Toll Road by PT Marga Lingkar

Jakarta, and Surabaya-Mojokerto Toll Road by PT Jasamarga

Surabaya Mojokerto.

In addition to the continuous effort to increase the

number of new toll road concessions, the Company also

increases its share ownership in its Subsidiaries of toll

road concessionaires. In 2009, the Company increased

its share ownership and became the majority shareholder

of PT Marga Kunciran Cengkareng, the concessionaire

of Cengkareng-Kunciran Toll Road; PT Marga Trans

A Management Trainee at PT Jasa Marga (Persero) Tbk. was observing Kunciran-Cengkareng Toll Road Project.



highlights 2017





Nusantara, the concessionaire of Kunciran-Serpong Toll

Road; and PT Marga Nujyasumo Agung, the concessionaire

of Surabaya-Mojokerto Toll Road with concession period

of 35 years. In 2011, the Company increased its share

ownership and therefore became the majority shareholder

by purchasing shares of existing shareholders in PT Marga

Bumi Adhikaraya as concessionaire of Gempol-Pandaan

Toll Road with a concession period of 35 years. Moreover,

together with a consortium of 4 SOEs, ROE and Local

Government, the Company was appointed as the initiator of

Nusa Dua-Ngurah Rai-Benoa Toll Road project in Bali with a

45-year concession period.

In 2014, together with a consortium of 3 (three) SOEs, the

Company won the Medan-Kualanamu-Tebing Tinggi Toll

Road Concession, thus until 2014, through Subsidiaries

established by the Company with several business partners

in which the Company is the majority shareholder of more

than 51%, the Company owns additional 10 (ten) new toll

roads of 273 km. In 2015, the Company took over Solo-

Ngawi Toll Road, Ngawi-Kertosono Toll Road, and Cinere-

Serpong Toll Road.

In 2016, the Company won the tender of Semarang-

Batang Toll Road (75 km), Balikpapan-Samarinda Toll

Road (99.35 km), Manado-Bitung Toll Road (39.9 km),

Pandaan-Malang Toll Road (37.6 km), and Jakarta-

Cikampek II Elevated Toll Road (36.4 km) which is the

Company’s initiation project. Until the end of 2016, the

Company has operated a 593 km toll roads, including

new toll roads operated in stages, namely Bogor Outer

Ring Road of South Sentul-Kedung Badak Section (5.8

km); Semarang-Solo Toll Road of Semarang-Bawen

Section (23.1 km); and Surabaya-Mojokerto Toll Road of

Waru-Sepanjang Section (2.3 km), and Krian-Mojokerto

(18.5 km); and to fully operate Nusa Dua-Ngurah Rai-

Benoa Toll Road (10 km), JORR W2 North Toll Road (7.7

km), and Gempol-Pandaan Toll Road (13.61 km).

While in 2017, Jasa Marga operated 88.59 km toll road, i.e.

Semarang-Solo Toll Road, Section Bawen-Salatiga (17.5

km); Medan-Kualanamu-Tebing Tinggi Toll Road, Section

Kualanamu-Sei Rampah (41.69 km); Gempol-Pasuruan Toll

Road, Section Gempol-Rembang (13.9 km); and Surabaya-

Mojokerto Toll Road, Section Sepanjang-Krian (15.5

km). In addition, in 2017, Jasa Marga won the tenders of

Probolinggo-Banyuwangi Toll Road (172.9 km) and Jakarta-

Cikampek II South (64 km) which is the Company’s initiation

project.

Thus, until December 31, 2017, through its 8 Branches

and 22 Subsidiaries in toll road business (APJT - Toll Road

Subsidiaries), the Company is the concessionaire for 33 toll

roads of 1,497 km, 21 sections of which or 681 km have been

operational (both fully or partially), therefore the Company is

still the market leader by controlling the market share of 62%

based on the length of toll roads operated in Indonesia.

DEVELOPMENT OF OTHER BUSINESSES

In addition to toll road business, the Company also manages

several other business activities with the goal to synergize

and maximize the development of its assets. These business

activities are strengthened by the establishment of three

subsidiaries, namely PT Jasamarga Tollroad Maintenance

(formerly PT Jasa Layanan Pemeliharaan/JLP and PT

Sarana Marga Utama), established in 1988 and acquired

since 2010 engaged in construction and vehicle trade and

rental; PT Jasamarga Properti established in 2013 and

engaged in development, property trade and services; and

PT Jasamarga Tollroad Operator (formerly PT Jasa Layanan

Operasi), established in 2015 and engaged in the business of

toll road operating service.

Based on the types of business undertaken, the Company’s

revenues derive from transactions of vehicles driving

through the toll roads (toll revenue) and other operating

revenues, comprising of land lease, advertising space,

rest areas, and toll road operations by other parties, and

maintenance services.


Corporategovernance





organizaTion sTruCTure

In order to achieve its Vision, Mission, and strategic business plans, and in accordance with strategic

policy in competency-based human capital, the Company needs an organization consisting of group

functions, with an approach towards hard and soft competencies to support the organizational

effectiveness and performance.

JASA MARGA ORGANIzATION STRUCTURE

Based on Directors’ Decision No. 194/KPTS/2017 dated 29 December 2017

CORPORATE SECRETARY

M. Agus Setiawan

CORPORATE PLANNING & PORTFOLIO MANAGEMENT DIVISION

Adik Supriatno

TOLL ROAD BUSINESS DEVELOPMENT DIVISION

Vera Kirana

RELATED BUSINESS DEVELOPMENT DIVISION

Denny Abdurachman

HIGHWAY ENGINEERING PLANNING

AND DEVELOPMENT DIVISION

Ayu Widya Kiswari

CORPORATE FINANCE DIVISION

Eka Setia Adrianto

ACCOUNTING AND TAX DIVISION

Siti Sarah

RISK AND QUALITY

MANAGEMENT DIVISION

Mery Natacha Panjaitan

LEGAL AND COMPLIANCE

DIVISION

Alexander Ariel Koestriyuga

INTERNAL AUDIT

Laviana Sri Hardini

TOLL ROAD SUBSIDIARIESCOMPANIES

DIRECTOR OF FINANCE

Donny Arsal

DIRECTOR OF DEVELOPMENT

Hasanudin



highlights 2017





DIRECTOR OF OPERATION I

Mohammad Sofyan

INFORMATION TECHNOLOGY DIVISION

Agus Sofian

OPERATION MANAGEMENT DIVISION

Bagus Cahya Arinta B.

HUMAN CAPITAL STRATEGY AND POLICY DIVISION

Lussy Ariani Seba

HUMAN CAPITAL SERVICES DIVISION

Nazaruddin

JASA MARGA LEARNING INSTITUTE UNIT

Nixon Sitorus

COMMUNITY DEVELOPMENT PROGRAM UNIT

Prihandayani

BUSINESS MANAGEMENT DIVISION

Adi Prasetyanto

MAINTENANCE DIVISION

Rudy Hardiansyah

GENERAL AFFAIRS DIVISION

Dadan Waradia

DIRECTOR OF OPERATION II

Subakti Syukur

DIRECTOR OF HUMAN CAPITAL AND GENERAL AFFAIRS

Kushartanto Koeswiranto

NON-TOLL ROAD SUBSIDIARIESCOMPANIES

BRANCH OFFICES

PRESIDENT DIRECTOR

Desi Arryani


Corporategovernance





The Company has 5 Directorates and each Directorate has

its own function and scope of work.

DireCToraTe of DeVeloPmenT

WORK UNIT:

Toll Road Business Development Division; Related Business

Development Division; and Highway Engineering Planning

and Development Division

Function and Scope of Work:

• Toensurestrategicplansoftollroadbusiness

development and other businesses, as well as planning

and development of toll road engineering

• TocoordinatethecontrolofTollRoadSubsidiariesand

other Subsidiaries especially in terms of executing the

investment of road business development to preparation

and construction stages and other businesses in

investment planning, development, and controlling

DireCToraTe of oPeraTion WORK UNIT:

Information and Technology Division and Business

Management Division

Function and Scope of Work:

• Toensuretheavailabilityofstrategicplansintechnology

and corporate communication and to direct, lead,

and control the implementation of activities and work

program

Documents

for susTainable growTh - PT Jasa Marga (Persero) Tbkinvestor-id.jasamarga.com/newsroom/648033-ARJASAMARGA... · 2018-04-06 · for susTainable growTh PT Jasa Marga (Persero) Tbk