Dear Esteemed Shareholders and Stakeholders,

On behalf of the Board of Commissioners, first we would like to give thanks to God the Almighty for His blessings which allowed PT Jasa Marga (Persero) Tbk to close 2023 with positive achievements. Through this report, allow us, as the Board of Commissioners, to convey the oversight tasks report that we have carried out independently, thoroughly, and in accordance with the principles of Good Corporate Governance (GCG) regarding the management of the Company by the Board of Directors throughout the year 2023 in achieving the targets of the Company’s Budget Work Plan (RKAP) 2023, which aligns with the main goals of the Company’s Long-Term Plan (RJPP) 2021-2025. This report constitutes the Company’s Board of Commissioners’ accountability in performing its functions and roles in increasing the Company’s competitiveness and ensuring its business sustainability.

Assessment of the Board of Directors’ Performance in Company Management

Based on the monitoring results of the Board of Commissioners on the business conditions throughout the year 2023, the Board of Commissioners recognized the complexity of the challenges faced by the Company. The Board of Commissioners commended the actions taken by the Board of Directors in responding to these dynamics, which enabled the Company to maintain its performance growth in line with the targets set in both the Company’s Budget Work Plan (RKAP) and Company’s Long-term Plan (RJPP).

The assessment of the Board of Directors’ performance is conducted through an evaluation of the Quarterly Management Report, assessing the Directors’ compliance with running the company in accordance with the Company’s Budget Work Plan (RKAP) and Long-Term Plan (RJPP). It also evaluates the Directors’ performance in following up on decisions made in the Board of Commissioners’ meetings and coordination meetings between the Board of Commissioners and the Board of Directors. Additionally, it includes the follow-up on suggestions/recommendations from external auditors’ audit results, as well as compliance with the provisions stipulated in agreements with third parties.

During the fiscal year 2023, all corporate actions taken by the Board of Directors, as evaluated by the Board of Commissioners, have been in accordance with the Company’s Budget Work Plan (RKAP) and Long-Term Plan (RJPP), complying with good corporate governance principles, and have resulted in favorable outcomes for the Company. Based on the Key Performance Indicators (KPI) assessment, in the year 2023, the Directors’ KPIs have exceeded the set targets. The realization of the Directors’ KPI achievement in 2023 is 100%. The assessment for the fiscal year 2023 for each member of the Board of Directors, including the Chief Executive Officer, has been conducted by the Board of Commissioners, and the results have been reported to the Series A Dwiwarna Shareholders.

Every meeting decision has been closely monitored and followed up. The results of audits by external auditors are carefully monitored and followed up in accordance with their recommendations. Regarding the management of the Company by the Board of Directors, the Board of Commissioners assesses that it has been in accordance with the provisions of applicable laws and the content of agreements with third parties.

In line with efforts to improve business efficiency by reducing operating and interest expenses and enhancing operational management effectiveness, the Board of Commissioners continuously emphasizes the need to improve internal control mechanisms. These mechanisms include environmental control, activity control, risk assessment, information and communication, and monitoring.

The Board of Commissioners continues to monitor the Company’s performance intensively through in-depth analysis, assessment, evaluation, and discussions on the monthly and quarterly performance reports of the Company. These efforts have yielded excellent results, as reflected in the Company’s net profit of Rp6,749.5 billion at the end of the year 2023.

The Oversight of the Board of Commissioners in the Formulation and Implementation of the Company’s Strategy Conducted by the Board of Directors.

All members of the Board of Commissioners performed their duties and responsibilities in accordance with Decision Letter of the Board of Commissioners No. KEP-032/III/2023 dated on March 07, 2023. In accordance with the prescribed annual work program for the Board of Commissioners, meetings of the Board of Commissioners were convened for monitoring purposes and to adopt collegial resolutions. When deemed necessary, the Board of Commissioners convenes meetings to which the Board of Directors is invited to provide explanation or additional information on certain issues or put forward certain proposals for the Board of Commissioners’ recommendation and approval.

In 2023, the Board of Commissioners convened 21 meetings of the Board of Commissioners, with 76% attendance rate by its members and 11 coordination meetings with the Board of Directors, with 82% attendance rate by its members. All resolutions in these meetings were adopted by deliberation to reach consensus and 100% of them had been followed through.

In these meetings, the Board of Commissioners provided directives and advice to the Board of Directors regarding short-term and long-term strategy formulation and implementation plan. The Board of Commissioners would then monitor and evaluate strategy implementation and performance progress while providing recommendations for improvement.

In monitoring business processes, the Board of Commissioners also made work visits to Regional areas and subsidiaries to review toll road construction progress as well as operation business and prospective business development. In 2023, the Board of Commissioners conducted 15 working visits to toll road projects, including those under construction and those already in operation, as well as visits in preparation for the 2023 Eid al-Fitr homecoming traffic.

Throughout 2023, the Board of Commissioners intensively supervised the Company’s performance achievements on a monthly basis. Following a review and discussion of the Company’s performance, the Board of Commissioners provided several directions and recommendations, including the following:

View on the Company’s Business Prospects

The Board of Commissioners views that the strategies and targets prepared by the Board of Directors in the 2021-2025 RJPP and the 2023 RKAP are optimistic and in line with current global and national economic projections. Despite a rather challenging economic condition, there are a number of opportunities that the Company can seize. The government continues its infrastructure development program, particularly toll roads, to improve infrastructure development connectivity. This is a great opportunity for the Company to continue to keep growing and improving its performance. Besides, the Company’s exceptional performance achievements in 2023 will strengthen the Company’s competitiveness in achieving its prescribed targets in the future. Nevertheless, the Board of Commissioners continues to remind the Board of Directors to comply with the principles of GCG at all times in making each decision and to strengthen its internal control and risk management systems.

View on Good Corporate Governance Implementation

The Board of Commissioners performs its duties and functions of supervising the Company’s management in compliance with the applicable provisions of the laws and regulations. Each year, the Company formulates a work program and reports its implementation in the form of the Board of Commissioners’ supervisory report, which is perused by the General Meeting of Shareholders (GMS) to evaluate the Board of Commissioners’ performance. RKAP.

The Board of Commissioners and the Board of Directors have agreed to enhance the effectiveness of the Whistleblowing System (WBS) and Anti-Bribery Management System (SMAP) to prevent corruption and fraud. The Company has incorporated information technology into all business processes to expedite and improve the accuracy of financial and other transactions, and is continuously updating it in phases.

Achievements in the Board of Commissioners’ Work Program

The Board of Commissioners’ work programme in 2023 focused on supervising the internal control system and risk management system. The Board of Commissioners managed to perform the entire 2023 work programme and has set out its implementation report in the Board of Commissioners’ Report to be presented at the GMS.

There were several major work programs for the Board of Commissioners, including:

Proposing a Public Accounting Firm (PAF) to be Approved and Determined by the General Meeting of Shareholders (GMS)

Based on the procedures established by the Company regarding the appointment of the Public Accounting Firm (KAP) to audit the Company’s consolidated financial statements and the Micro and Small Business Funding Program (PUMK) reports for the year 2023, the Board of Commissioners approves the appointment of KAP Amir Abadi Jusuf, Aryanto, Mawar & Rekan (Member of the Global RSM Network) to carry out the specified tasks. This approval has gone through the process in the Audit Committee, which has provided recommendations for the appointment of the Public Accounting Firm in 2023.

The Board of Commissioners conveyed in the Annual General Meeting (RUPS) for the fiscal year 2022 to obtain approval and determination of the RUPS, which grants delegation of authority and power to the Board of Commissioners to determine the amount of audit fees and/ or the addition of necessary scope and other reasonable requirements for the Public Accounting Firm (KAP) in question.

There were several major work programs for the Board of Commissioners, including:

Approval and Determination of the 2024 Company Work Plan and Budget (RKAP)

In accordance with the provisions in the Articles of Association, one of the duties of the Board of Commissioners is to establish the Company’s Budget Work Plan (RKAP) as a reference for implementing the Company’s work program in line with the plans for the fiscal year 2024. Therefore, the Management, together with the committee under the Board of Commissioners, has conducted discussions in the series of processes to prepare the proposed RKAP 2024, taking into account the interests and aspirations of the shareholders, as well as the guidance and input from the Board of Commissioners. Subsequently, the Board of Directors has submitted the draft proposal of RKAP 2024 to the Board of Commissioners, and the Board of Commissioners has approved it through the Board of Commissioners’ Decision Letter No. KEP-015/I/2024 dated January 30, 2024, as the RKAP 2024 for the Company.

Supervision of Subsidiaries’ Policies and Management

In overseeing the management of subsidiaries, the Board of Commissioners conducts supervision in accordance with the applicable rules of the Company. This is one of the duties and responsibilities of the Board of Commissioners as supervisors of the management of the Company and its subsidiaries to ensure optimal operation, thus achieving the goal of continuous growth, improving the Company’s performance, and meeting the expectations of existing stakeholders while adhering to the principles of Good Corporate Governance (GCG).

Directives on the Company’s Policies and Plans Implementation

One of the Board of Commissioners’ functions is to supervise the Board of Directors’ performance in the management and operation of the Company’s business processes. This includes providing recommendation and advice which align with the aspiration of the shareholders and all stakeholders. In performing this supervisory function, we build professional relationship with the Board of Directors with a shared perspective on how to achieve the Company’s goals, vision, and missions. In 2023, the Board of Directors formulated various policies and prepared strategic measures in managing the Company, in line with shareholders’ directives, GMS resolutions, provisions of the articles of association, and the applicable laws and regulations.

Directives on Business Sustainability and Competitiveness Improvement

The Board of Commissioners convened regular coordination meetings with the Board of Directors as a forum for providing its advice. In this forum, the Board of Commissioners is authorized to inquire the Board of Directors with regard to matters such as the Company’s performance progress and potential obstacles. Based on this forum, the Board of Commissioners then gave its recommendation and advice regarding the measures that the Board of Directors need to take.

In overcoming future challenges, the Board of Commissioners provided its directives on Sustainable Development Goals (SDGs). SDGs are about continuous improvement of the people’s economic welfare, preserving the people’s social life, maintaining environmental quality, ensuring inclusive development, and implementing a governance which ensures life quality improvement from current generation to the next. The implementation of programs in line with the SDGs is also expected to enhance the Company’s competitiveness in its business operations.

Directives on Internal Control System Strengthening

The Board of Commissioners gave Directives on improving work ethics in internal control units and performing standardization in the context of strengthening the internal control system to improve the Company’s cost control and system optimization.

Directives on the Company’s Risk Management System Effectiveness

The Board of Commissioners gave directives to the Board of Directors to perform an accurate risk review for every business process and corporate action together with the management level, by taking into account the Company’s internal and external circumstances.

Achievements in GCG Principles Implementation among the Board of Commissioners in Financial Year 2023

The implementation of the Company’s GCG principles is carried out by referring to, among others, the Regulation of the Minister of SOEs Regulation No. PER-2/MBU/03/2023 on Guidelines for Corporate Governance and Significant Corporate Activities of SOEs Governance, as well as best practices in GCG implementation.

In connection with the revocation of State-Owned Enterprises (BUMN) regulations related to Good Corporate Governance (GCG) with the issuance of Minister of StateOwned Enterprises Regulation No. PER-2/MBU/03/2023 concerning Guidelines for Governance and Significant Corporate Activities of State-Owned Enterprises, as well as the revocation of GCG assessment parameters, which were one of the standards for implementing GCG in the Company through the Decision of the Secretary of the Ministry of State-Owned Enterprises No. SK-12/S. MBU/08/2023 dated August 16, 2023, and as of the end of 2023, no replacement parameters have been established. Therefore, the Company refers to the last GCG assessment score for the fiscal year 2022. The Company successfully achieved a score of 98.4, indicating an achievement of 98.4%, and the Quality of GCG Implementation was classified as “Very Good.” This shows that the Company is capable of applying GCG principles well in every aspect of its business, enhancing the trust of investors and other stakeholders, and serving as an added value that will increase the Company’s competitiveness. The Company remains committed to upholding the implementation of GCG principles, both in its status as a State-Owned Enterprise and as a Public Company.

2023 Assessment of the Board of Commissioners’ Performance

The performance assessment of the Board of Commissioners is based on self-assessment of the Board of Commissioners’ Key Performance Indicator (KPI). The score achieved in 2023 from 15 KPIs assessed was 5.0 from a target of 5.0 or 100%. This achievement is the same as the performance achievement in the previous year which reached 100%.

2023 Assessment of the Performance of Committees under the Board of Commissioners

To enhance the effectiveness of its supervisory function and fulfill its duties, the Board of Commissioners is supported by the Board of Commissioners Secretariat Team, as well as the Audit Committee, Nomination and Remuneration Committee, and Risk and Legal Committee. Each of these committees develops an annual work program and report on their activities, which is submitted to the Board of Commissioners quarterly. These reports serve as a basis for evaluating the performance and KPIs of each committee.

Based on the work program implementation throughout 2023, the Board of Commissioners assessed that the committees under the Board of Commissioners have performed their duties and responsibilities in a professional, intensive, and effective manner. The Board of Commissioners appreciates this achievement and encourages all committees to keep improving in their roles to further improve the internal supervisory function in the Company’s management.

Changes in the Composition of the Board of Commissioners

In 2023, there was one change in the composition of the Board of Commissioners based on the decision of the Extraordinary General Meeting of Shareholders on February 8, 2023. The Extraordinary General Meeting respectfully relieved Mr. Yuswanda Arsyad Temenggung of his position as President Commissioner/Independent Commissioner, Mr. Zulfan Lindan as Vice President Commissioner/Independent Commissioner, Ms. Anita Fimanti Eko Susetyowati and Mr. Yohanes Baptista Satya Sananugraha as Commissioners. It also appointed Mohammad Zainal Fatah as the President Commissioner, Mr. Chandra Wijaya, Mr. Seppalga Ahmad, Mr. Marsetio, and Mr. Abdul Rachman as Independent Commissioners, respectively. The change in composition was made to enhance the role, functions, and duties of the Company’s Board of Commissioners. On behalf of the Company, the Board of Commissioners expresses gratitude to Mr. Yuswanda Arsyad Temenggung, Mr. Zulfan Lindan, Ms. Anita Fimanti Eko Susetyowati, and Mr. Yohanes Baptista Satya Sananugraha for their contributions and dedication during their tenure as members of the Company’s Board of Commissioners.

Thus, the composition of the Company’s Board of Commissioners as of the preparation of this report is as follows:

Position	Name
President Commissioner	Mohammad Zainal Fatah
Commissioner	M. Roskanedi
Commissioner	Raja Erizman
Independent Commissioner	Chandra Wijaya
Independent Commissioner	Seppalga Ahmad
Independent Commissioner	Marsetio
Independent Commissioner	Abdul Rachman

Appreciation

The achievement of the Company’s performance throughout the year 2023 is inseparable from the support of all stakeholders. Therefore, on behalf of the Board of Commissioners, we express our gratitude and appreciation to the shareholders and other stakeholders for their support, cooperation, and trust entrusted to the Board of Commissioners in overseeing the management of the Company. We also extend our thanks to the Board of Directors, the management team, and all employees for their hard work, dedication, and spirit to continually collaborate in enhancing the Company’s competitiveness for the long-term sustainability of the business.

Thus, we present this oversight task report from the Board of Commissioners. The Board of Commissioners strives to continue providing the best in carrying out its duties and roles to support the future growth and sustainability of the Company in achieving its vision of becoming the largest, most reliable, and sustainable national toll road company.