The year 2017 marks a momentum of important step for the Company’s transformation to achieve its strategic objectives in supporting the government program to accelerate infrastructure development and enhance the Company’s long-term value.

Dear Shareholders,

The challenge to realize interregional connectivity through new toll road construction has compelled the Company to transform to become more modern, effective, and efficient. This is evident from additional target of toll road operations over 600 km for the next 3 years and issuance of several alternative-funding initiatives for the construction of new toll roads. In terms of transaction service, coupled with the 100% cashless government program, electrification is applied throughout the toll gates.

The year 2017 marked a momentum of an important step for the Company’s transformation to achieve its strategic objectives in supporting the Government program to accelerate infrastructure development and improve the Company’s long-term value. The year also marked a big momentum, soon after the Company became a Limited Liability Company in 2004 and part of the State-Owned Enterprise, its regulatory function was returned to the Government. At the time, the Company served only as a toll road operator and developer. The next historic moment happened in 2007, when the Company held its Initial Public Offering (IPO) releasing some of its shares (30%) to the public and received an excellent response. Thus, we would like to inform that this year, the year 2017, the Company set an extraordinary target to add more than double the length of toll roads to operate which by the end of 2016, the Company operated 593 km and targeted an addition of more than 660 km toll roads, for the next three years, starting in 2017.

Of course, the target poses both impacts and challenges to the Company to transforming towards a world-class company. The Company has undertaken efforts to develop and improve its business strategies, which are reflected in its vision and mission in order to address the challenges and respond to business opportunities, and improve its position as an industry leader.

VISION

To be the largest, trusted and sustainable national toll road Network Company

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

Being part of National Strategy Project has forced the Company continue to move forward in developing infrastructure, especially in toll road sector. Based on the National Medium-Term Development Plan 2015-2019, which aims to improve national connectivity by targeting the construction of 1,000 km new toll roads. This is an enormous potential for the Company’s sustainability to contribute to the development of the Nation. An accelerated development of toll road infrastructure is therefore needed to support:

  • Economic growth to expand employement opportunities;
  • Decrease of logistics costs to lower the price of goods and services so that it will increase the competitiveness of domestic goods and services; and
  • Control of inflation so that income growth is higher than the price increase of goods, which will improve the level of Indonesian public welfare.

In the effort to maintain the expected rate of economic growth, an increase in government investment, especially in infrastructure sector, is crucial. With the spirit to build for development and equality, the emphasis on investment and acceleration of infrastructure development is expected to serve as a driver of economic growth in the coming year while reducing inequality among individuals as well as interregions.

To continue to survive and lead in toll road industry, the Company develops and operates a business unit strategy, serves the need of its consumers, deals with competitors in the business line, and improves its business performance. The Company also continues to improve its capability through the provision of service with efficient cost and the provision of expert service.

In addition, the Company also sees the opportunity to increase its revenue through other ventures in toll road operation service, toll road maintenance service and property management service around the toll roads coridor. In terms of the toll road operation service, the Company sees the potential to operate the toll roads whose concession rights are owned by the Company’s subsidiaries and other investors. In the toll road maintenance service, the Company also sees the potential to do maintenance on the toll roads operated by the Company and its subsidiaries, as well as the toll roads operated by other investors. In terms of property management service around the toll roads, the Company sees the potential to manage the property business within toll road corridor areas, such as rest areas, and develop apartment, housing and offices.

With regard to challenges, the Company faces challenges in terms of efforts to improve operational service and HR performance productivity. In terms of operational service, the Company faces challenges to improve its operational servicse to improve traffic amid the increasing traffic volume that has exceeded ideal road capacity especially the toll roads in Jakarta and its surrounding areas. The 100% noncash transaction implementation program also poses both challenges and opportunities to the Company. The program is expected to cut transaction time and improve efficiency in toll collection service. However, the Company also faces challenges to increase the productivity of its human resource to improve competitiveness due to increasingly competitive toll road industry

THE COMPANY’S STRATEGIES AND STRATEGIC POLICIES

Looking at the above challenges and opportunities, the Company announced that in 2019, it will finalize its concession rights and operate 1,260 km new toll roads coupled with an asset growth, while maintaining its position as the market leader in Indonesian toll road industry. The Company made a great deal of effort to increase its productivity and overall performance.

To support the effort, the Company took notice the importance of management to develop a strategic leadership principle, performance monitoring, targeted funding strategy, capability development, and positive value improvement of corporate identity and image. In addition, the Company continuously improves its fundamental values and maximizes its potential assets. Furthermore, the Company also maximizes the toll road investment opportunity by applying various business schemes, maximizing the business potential of operation, services, maintenance, toll construction and technology, and maximizing the business potential in toll corridor development.

To achieve its vision and mission as well as strategic objectives, several key strategies are grouped into operation strategy and funding strategy. The key operation strategies are as follows:

  1. Toll road business development
    • Maximize the acquisition of new toll roads focusing on feasibility and minimum IRR through various business and funding schemes
    • Ensure the operation of additional new toll road whose concession right is already owned of 1,260 km in 2019; The addition of these new toll roads is expected to give an added value to the Company and maintain its position as the future market leader in toll road industry
    • In the long run, set the target to continue to be a commercial toll road operator with high quality and differentiation against its competitors.
  2. Toll road operations and supporting operations
    • Operate efficient, secured and high quality toll roads to improve its excellent performance
    • Provide an excellent service to toll road users, communities in the surrounding areas, and the Government
    • Increase capability and application of technology for operation services, transactions, maintenance, construction, and toll business consulting
    • Become an independent business line oriented towards cost leadership and operational excellence as well as increase competitive advantage in all Jasa Marga business groups
  3. Business Prospective
    • Develop other strategically-related businesses to strengthen and support the growth of toll road business
    • Maximize the market potential of toll corridor development, transit oriented development, rest and service areas proactively and selectively
    • Increase contribution to the Company’s revenue by maximizing the potential of existing business

To achieve the above strategic objectives, the Company focuses on achieving the following key targets in 2017. With regard to toll road business development, the Company focuses on the completion of 15 new toll road concessions so that in 2019, they can be fully operational and contribute to toll revenues. The Company also continues to seek and review the potential of adding new concessions connected to the existing toll roads and having a feasible IRR. In support of the above, the Company also seeks opportunities and potentials of other business ventures related to core business through its Subsidiaries.

In 2017, the Company improved its financial capacity by undertaking alternative funding initiatives to obtain new funding sources to support the accelerated toll road development.

With regard to the toll road operation, the Company maintains the Minimum Service Standard in a sustainable manner, wherein three main points are toll transaction service, traffic service, and quality construction service. To improve the operation service, the Company collaborates with the Police and Transportation Department in managing toll roads in Jakarta and its surrounding areas, which suffer from traffic congestion through structuring and improving traffic engineering in areas of high traffic density. The Company also integrates its toll payment transaction system to streamline the toll payment transaction process and reduce the queue at main toll gates by reducing the number of transaction gates. With regard to the development of transaction service, the Company has successfully implemented 100% cashless payment in its toll roads. This is conducted as an effort to improve the service of noncash transaction through the use of electronic payment card (e-payment).

To strengthen other business lines, the Company will increase the capacity and competitiveness of its subsidiaries in the field of operating services with the goal to increase other business revenues both through the operation service of the toll roads owned by the Company or other toll road business entities. To strengthen other business lines, the Company will also increase the role and competitiveness of its subsidiaries in the field of maintenance services with the goal to increase revenues of other businesses both through providing maintenance service of the toll roads owned by the Company and other toll road business entities. The Company will also intensify the role and competitiveness of its subsidiaries in property sector, in particular, service improvement in rest and service areas, and improve revenues of other business entities through an increased investment in property around toll road corridors.

In line with the above strategy to achieve the target, the Human Resources also needs to keep up with the efforts to increase organizational capability and human resource competence in order to increase productivity. The Company plans to improve its business process and reorganize its organizational structure by dividing the scope and role of business within Jasa Marga business groups. The Company embarks on implementation of information technology to increase productivity and operational services, as well as modernization of toll equipment system to anticipate the development of e-payment technology. No less important is, in line with the full implementation of non-cash transactions, the running of Career Change Program (A-Life) becomes an important momentum in transforming the Company into an industry leader. This competency improvement programs is complemented with a corporate culture development for a performance-based transformation.

With regard to the development of transaction service, the Company has successfully implemented 100% cashless payment in its toll roads. This is conducted as an effort to improve the service of non-cash transaction through the use of electronic payment card (e-payment).

Directors of PT Jasa Marga (Persero) Tbk. on their duty managing The Company for The Company’s importance and objectives. (Left-Right: Mohammad Sofyan, Hasanudin, Kushartanto Koeswiranto, Subakti Syukur, Donny Arsal. Sitting: Desi Aryani).

With regard to financial capacity enhancement, the Company is improving its financial capacity by undertaking alternative funding initiatives to get new sources of funding to support the accelerated toll road development and maintain its financial ratios. Currently, the Company is building 17 new toll roads with a total investment of more than 100 trillion rupiah, of which the remaining construction still requires approximately 60 trillion rupiah. The Company also restructures its debts at the Subsidiary level and improves its financial structure. The potential funding strategy, based on the Company’s condition to minimize its financial risk, is as follows:

  1. Banking Loan

    To meet the need for short-term funding before securing funding from the capital market

  2. Bond/Sukuk (Government Sharia Securities) at corporate level

    To fund new toll road projects through domestic and foreign investors

  3. Project Bond at the Project or Subsidiary level

    To replace funding from bank loans with project bonds from capital market with a fixed rate and principal payment based on the Company’s cashflow capability

  4. Securitization

    Financial technique by simulating financial assets of mature assets to become liquid and tradedable without incurring interest expense

  5. Equity Fund Raising

    To maintain profitability and increase funding capacity

In line with the Company’s vision: To be the largest, trusted and sustainable national toll road Network Company, in 2017 the Company also established a Strategic Transformation Office (STO) team which carries the duty to assist the Management in managing strategic programs set for the medium term, among others: To develop monitoring reports and track projects as well as project evaluation reports; To provide input/recommendation to Transformation Board or the Directors to make decisions in order to maximize the value creation and avoid its destruction; To help identify problems and solutions. In performing its duties, the STO is assisted by a Working Team to manage, coordinate, and communicate the Company’s progress of strategic programs.

PERFORMANCE ANALYSIS OF THE COMPANY

COMPARISON BETWEEN TARGET AND PERFORMANCE ACHIEVEMENT OF THE COMPANY

In the operations of new toll roads in 2017, the Company has successfully operated Gempol-Pasuruan Toll Road of Gempol-Rembang Section (13.9 km), consisting of BangilRembang Section (7.1 km) operated since April 13, 2017 and Gempol-Bangil Section (6.8 km) operated since August 3, 2017. Semarang-Solo Toll Road of Bawen-Salatiga Section (17.5 km) started to operate on September 25, 2017. Medan-Kualanamu-Tebing Tinggi Toll Road of KualanamuSei Rampah Section (41.69 km) operational on October 20, 2017, and Surabaya-Mojokerto Toll Road of Sepanjang-Krian Section (15.5 km) operated on December 19, 2017. Thus, the length of the Company’s operational toll roads will be 680 km from the total 1,260 km of toll road concessions by the end of 2019.

The Company has succeeded in increasing its toll road concession rights by adding 2 new toll road concessions of 237 km, i.e. from 1,260 km by the end of 2016 to 1,497 km by the end of 2017. One new toll road concession was acquired through tender, namely Probolinggo-Banyuwangi Toll Road of about 173 km. Meanwhile, Jakarta-Cikampek II South Toll Road of 64 km was acquired through a project initiative in which approval of the project was received in 2016 and resumed through tender process but the Company had the right to match to obtain the concession rights.

Throughout 2016, the Company also succeeded in increasing its construction activities and land acquisition on new toll roads, hence the absorption of new toll road investment fund was Rp23.62 trillion or about 106.21% of the 2017 plan.

With regard to the aspect of toll road operation, the target for transaction traffic volume has achieved 1.35 billion vehicle transactions. The above transaction volume achievement is also outperforming the 2017 plan by 1.05%.

In accordance with Law No. 38 of 2004 on Road, and Government Regulation No. 15 of 2005 on Toll Road, the Company received toll road tariff adjustment in 2017, effective on December 8, 2017 on Company’s five toll roads, namely Cawang-Tomang-Pluit Toll Road, Surabaya-Gempol Toll Road, Belawan-Medan-Tanjung Morawa Toll Road, Palimanan-Kanci (Palikanci) Toll Road, and Semarang Toll Road. The amount of tariff adjustment for the above toll roads was based on 2-year inflation, i.e. an average of 7%.

In terms of toll road operation service, the Company successfully implemented 100% non-cash transaction, targeted to start in the beginning of the year and completed by the end of October 2017. The above measures aim not only to improve transaction services but also to control the Company’s operating expenses.

In 2017, the Company also simplified the transaction system with other toll road business entities through an integration of transaction services on Jakarta-Tangerang Toll Road and Tangerang-Merak Toll Road by eliminating Karang Tengah Toll Gate. Simplification of transaction system offers toll road users the convenience by reducing the number of transactions. The Company also changed the transaction system in Jagorawi Toll Road, from a closed transaction system to an open transaction system, enabling single tariff at the destination or every toll gate transaction. That toll road section also eliminated Cibubur Main Toll Gate and Cimanggis Utama Toll Gate to accelerate and smoothen the traffic flow.

At the toll road information service section, the Company also put an effort to improve information accessibility through a replacement of call center from previously Traffic Information Center to call number 14080 and upgraded JMCARe service that provides updated information on toll road conditions with push notification message-based feature.

In 2017, toll road maintenance service, toll road operation service, as well as property investment management, and rest and service areas supported other business development. The company record other business revenue Rp640.40 billion. There is accounting adjustment for affiliations transaction between parent and subsidiaries, so that there was fall 29.29%.

To support the Company’s expansion efforts, both in terms of toll road development and other businesses, and improvement of operational service, the Company also continuously makes an effort to improve business process and implement information technology to increase productivity. In addition, the Company also continues to improve the quality and competence of its human resources through education and training, as well as career change program.

In 2017, the Company managed to record a total asset of Rp79.19 trillion, an increase of 48.02% from 2016 of Rp53.50 trillion. The significant growth in asset is a reflection of the Company’s increasing construction activities in several toll road sections. This is in line with its strategy to accelerate the development of toll road in order to support the economic growth and increase its value in the long term.

In the midst of intense expansion and acceleration of toll road development carried out by the Company, the Company managed to book a net profit of Rp2.20 trillion or an increase of 16.46% from 2016 of Rp1.89 trillion. The achievement of this net profit was supported by the achievement from toll and other business revenues i.e. Rp8.92 trillion or an increase of 1.01% from the year 2016 of Rp8.83 trillion. The achievement in net income was also supported by the effort to control operating expenses as reflected in the achievement of Margin EBITDA of 61.4% which increased from 2016 of 59.2%. In addition, the achievement of net profit was also supported by the Company’s efforts to control its interest expenses amid the increasing debt to support the expansion of new toll road development.

In 2017, the Company took three funding alternatives. The first Jasa Marga breakthrough was in July 2017 i.e. asset recycling program by the inssuance of a rights-based securitization as part of Jagorawi (Jakarta-Bogor-Ciawi) toll road, one of the most mature toll roads owned by Jasa Marga. This product received a great response that the sales were oversubscribed by 3 times. The next breakthrough was the debt-recycling program. This time Jasa Marga and Minority Shareholders, PT Jakarta Marga Jaya, took an innovation to issue bonds at the Subsidiary level or Project Bond, for the first time by Jasa Marga’s subsidiary, PT Marga Lingkar Jakarta (MLJ) for JORR W2 North Toll Road or the 7.7 km Kebon Jeruk-Ulujami, which has been fully operational since 2014. This issuance aimed to get a fixed interest throughout the loan period and the principal repayment of the loan can conform to the cash flow of the project. This product also received a positive response from the market and was oversubscribed up to almost 2 times.

On top of this, Jasa Marga became the first company in Indonesia to issue rupiah-denominated bonds in global market (Global IDR Bond), Komodo Bond, and listed the product in London Stock Exchange in December 2017. The value of Komodo Bond issued was Rp4 trillion with a tenor of 3 years. The Company believes that the issuance of Komodo Bond will serve as a diversified source of funding in the midst of its high capex need. This can also expand the scope of global investors and increase funding targets, as well as improve funding flexibility

In 2017, the Company managed to record a total asset of Rp79.19 trillion, which increased by 48.02% from 2016 of Rp53.50 trillion. This significant asset growth is a reflection on the Company's increasing construction activities in building new toll roads.

The Ceremony of PT Jasa Marga (Persero) Tbk. Komodo Bond Listing in London Stock Exchange on Wednesday, 13 December 2017. PT Jasa Marga (Persero) Tbk. has opened broaden future of Indonesian stock market by doing the first global offer of bond in Rupiah denomination as called the Komodo Bond.

CHALLENGES FACED BY THE COMPANY AND ITS SETTELEMENT MEASURES

In the year 2017, the Company faced possible obstacles, which most of them were due to the competition in toll road industry. At present, there are many new players in toll road development and operations. Acceleration of land acquisition, handling of severe traffic congestion in Jakarta and its surrounding areas, increasing productivity and preparing future corporate leaders and fundings remain as challenges for the Company.

In anticipating the competition in toll road industry, the Company continues to upgrade its core competencies and develops a subsidiary structure devoted to deal with market penetration of toll road operations at other Toll Road Enterprises.

In terms of land acquisition, the Company seeks to accelerate land acquisition by actively coordinating with relevant parties both central government as well as local government. Furthermore, considering the APBN limitation in allocating budget for land acquisition, the Company prepares a land bridging beforehand

In particular, with regard to problem of traffic congestion in Jakarta and its surrounding areas whose traffic volume has exceeded the capacity of existing toll roads, the Company seeks to improve smooth traffic flow through simplifying transaction system at the toll gates, increasing penetration on the use of non-cash payment, and engineering the traffic at locations with high traffic density. Other efforts taken by the Company to reduce traffic density in the Jakarta-Cikampek Toll Road with V/C ratio over its ideal condition was to propose the construction of Jakarta-Cikampek II Elevated and Jakarta-Cikampek II South Toll Roads.

Amidst these expansions, the Company suffers from a lack of human resources on senior manager level as they are entering retirement. In dealing with the issue, the Company sought recruitments of new employees and improved the competence and acceleration of young generation, the cadres of the Company’s leaders. The Principle of Good Corporate Governance becomes the main capital in preparing the cadres of future leadership. Good corporate governance values continue to be disseminated and internalized across all Jasa Marga business groups.

In terms of future new toll road financing, the Company will face obstacles in terms of the limited funds owned to expand extensively in toll road business. To that end, in 2017, the Company initiated several alternative funding initiatives, such as the securitization of toll revenues on Jagorawi Toll Road, project bond JORR W2N and Komodo Bond (Global IDR Bond). In addition, the Company also applied a financing method for the construction of new Toll Road Projects, using Contractor Pre-Financing (CPF) in several new toll road projects, whereby the Company paid all construction fees to contractors upon the completion of construction. This policy is undertaken so that the Company’s financial performance is well maintained by managing the existing cash flow.

FUTURE BUSINESS PROSPECT

Growth of toll road development becomes critical, as it is expected to improve the regional connectivity in Indonesia. The potential growth in people’s purchasing power will also offer a positive effect to the infrastructure sector, particularly, the toll road sector. The downward trend in interest rates will help the people to purchase new houses and new vehicles. An increased in productive age composition is projected to continue for the next 20 years.

In order to increase the growth of national economic, the Government seeks to improve the necessary infrastructure such as toll roads, ports, and airports to reduce logistics costs in Indonesia. The transformation of this infrastructure acceleration can create an opportunity in logistical business growth that triggers the need for road networks.

Looking at the Government’s efforts to accelerate the infrastructure development, the Company is optimistic the operation of new toll roads will, on average; about 200 km every year in the next three years. The Company is optimistic that, in line with the increase in economic growth, the transaction volume will continue to increase.

The increase in public purchasing power and the Government program of the Non-Cash National Movement made e-Payment finance products to have a potential for penetration on the use of pre-paid electronic card as a means for toll payment transaction. After successfully implementing 100% payment of non-cash transactions using e-Toll card with state or private banks on October 31, 2017, the Company saw an opportunity to improve the service of this transaction to be a potential of toll transaction business. This is in line with the Company’s objective to manage the operating expenses and increase the revenues from other businesses.

To support its operational services, the Company will also continue to improve its services to road users by continuing the integration process of operation on other toll road and to apply changes in transaction system on toll roads that have been studied.

In terms of other business development, along with the increasing length of toll roads in Indonesia, both owned by the Company and other toll road entities, the Company is optimistic to increase business revenue from maintenance service, toll road operation service, property and rest area management through its subsidiaries. The potential of businesses related to the toll road industry is still enormous and needs to be studied further. Develop other strategically related businesses will also strengthen and support the growth of toll road business. The potential market of Toll Corridor Development (TCD), Transit Oriented Development (TOD), and Rest and Service Area (TIP) becomes one of Jasa Marga business prospects ahead and currently they are being studied and prepared. This can increase contribution to the Company’s revenue by maximizing the potential of existing businesses.

Jasa Marga became the first company in Indonesia to issue rupiah-denominated bonds in global market (Global IDR Bond), Komodo Bond, and listed the product in London Stock Exchange in December 2017.

THE IMPLEMENTATION OF CONTINUOUS GOOD CORPORATE GOVERNANCE

The Company is committed to ensuring that business management activities are conducted carefully and on the basis of Good Corporate Governance (GCG) principles. The Company also continues to work on improving the existing GCG practices. In order to realize a company of highly competitive and sustainable growth, the Company has developed and continues to develop its corporate governance structure and system with due regard to GCG principles in accordance with the applicable provisions and existing best practices.

Jasa Marga always strives to run its businesses in accordance with GCG principles. To realize the above goals, Jasa Marga has a Code of Conduct called Jasa Marga Code of Conduct, which has been in force since 2005. Jasa Marga Code of Ethics is the Company’s internal guideline that comprises a system of values or norms embraced by all Jasa Marga Employees in performing their duties. It states the business ethics and behavior of all Jasa Marga Employees in achieving the Company’s objectives, Vision and Mission with the entire stakeholders and the environment.

In order to strengthen GCG implementation, the Company has actively undertaken several development programs of corporate governance implementation, namely the application of Jasa Marga Code of Ethics and internalization of GCG principles; application of Conflict of Interest guideline; Gratification Control Program; management of Whistle-Blowing System; Integrity Pact Commitment; and management of State Official’s Wealth Report (LHKPN). In supporting the above programs, the Company also actively participates in several GCG awards, assessment on GCG implementation conducted by independent institutions and self-assessment, implementation of ISO and Occupational Health and Safety Management System (SMK3), all of which to support the Company’s operations and instill innovation culture in all aspects of Jasa Marga management and business groups which are then measured in their respective goals or Key Performance Indicators (KPIs) agreed in the beginning of the year.

The efforts to continuously improve GCG practices are reflected in the Company’s ability to maintain the results of its GCG assessment score. In 2017, the Company repeated its success with “Very Good” rating with a score 97.17% which increased from the previous year. GCG implementation serves as a foundation for the Company to conduct business strategies that can provide an added value for its internal, surrounding communities, as well as economic growth and infrastructure development in Indonesia.

In an effort to continuously improve its corporate governance, the Company also periodically participates in the assessment process of KPKU (Criteria for Superior Performance Assessment) from the Ministry of State-Owned Enterprises. In 2017, the Company’s KPKU score was 725.5 (category of industry leader) or increased by 37 points from 2016.

In conducting its operations and business, the Company strives to continuously put forward the principles of risk management in managing the company. Moreover, the Company continues to improve its risk management governance. In 2017, the Company’s risk maturity level was 3.85 (advanced category) or an increase of 0.07 point from 2016. Meanwhile, in terms of information technology management, the Company continues to improve its IT implementation as an effort to continuously improve productivity and business process in supporting its development. In 2017, the maturity level of the Company’s IT governance reached a score of 3.22, an increase from the previous year of 3.15.

The implementation development of corporate governance is also conducted in an effort to secure the rights of shareholders and participation of all stakeholders. In ensuring the rights of shareholders, the Company maintains the continuity of its Annual General Meeting of Shareholders (AGMS) in accordance with applicable rules and regulations, and improves the quality of its communication with its shareholders through websites, forums with investors and responds to any necessary information. Furthermore, in improving aspects of corporate governance through stakeholder participation, the Company also has policies to prevent any possibilities of insider trading, anti-corruption, and anti-fraud. The Company also has policies on supplier selection; creditor rights compliance, Whistle-Blowing System (WBS) and employee long-term incentives.

It is important to apply Information Disclosure comprehensively within Jasa Marga business groups. Technology utilization as media of information delivery also continues to be improved. In order to support the development of corporate governance, Jasa Marga’s values, JSMR (Jujur-Honest, Sigap-Agile, Mumpuni-Competent, and Respek-Respect) become the foundation of its vision and mission to always excel in providing services and maintain a strong performance and commitment from all Jasa Marga employees to all stakeholders and surrounding environment. Then we updated our values in early 2018, tailored to the existing conditions and challenges, to APIC (Agility, Professionalism, Integrity, and Consumer Focus). We expect such values to reflect the values underlying Jasa Marga people working and working to realize the vision and mission of the Company.

HUMAN CAPITAL MANAGEMENT

In order to achieve the vision and mission, Company has made changes and development of organizational structure that integrated and comprehensive. The effectiveness of the organization becomes important to be managed through Human Resource (HR) planning, recruitment process, career management development, employee benefit development, and improvement of performance management system and competency.

The workforce needs planning in the Company to pay attention to the increase of toll road business, the number of concessions owned and the target of adding the length of toll roads is in line with the increase of the number of subsidiaries. Management effectiveness is also supported by the division of tasks and responsibilities of all employees in accordance with the characteristics and needs of the competencies of each function. Competence development is conducted in order to provide reliable and highly competitive human resources to contribute to the company’s progress.

The Company made various improvements to human capital management systems that are expected to have a significant impact on the achievement of the Company’s objectives. The Company’s business development that demands an increase in the number of support personnel is still controlled through increased competence, new employee recruitment priorities for leader cadre and the increasing role of information technology, particularly in automation of toll transactions or electronification.

With the implementation of the electronication program, Jasa Marga ensures no reduction of employees. Therefore, Jasa Marga initiated a program called A-Life Program as a solution for employees affected by electronification. A-Life Program is a job shifting or career path change to a different field from the previous field that aims to give employees the opportunity to add and develop new experiences according to their abilities and interests. The A-Life Program is an affirmation that Jasa Marga does not sacrifice employee interests in applying modernization.

SOCIAL AND ENVIRONMENT RESPONSIBILITY

Jasa Marga is committed to continuously improve the quality of its social and environmental responsibility program. The Company believes that improving the quality of the program will provide a positive response for business growth in the coming years. The sustainability of social and environmental responsibility programs always requires innovation in quality improvement. The Company does not stop in developing new programs that can reach the wider community and continue to update programs that have had a real impact on stakeholders.

Based on the intention to achieve the welfare of the people, perform the mandate and create harmonious relationships with the stakeholders, the Company invites every Jasa Marga person to realize sustainable social and environmental responsibility

The synergy between the Company and stakeholders is a solid foundation for realizing the company’s commitment in carrying out its responsibilities for environmental and social management. We believe that with our competitive advantage and sustainable values, the Company is able to realize a balance between economic performance (profit), employee support and the social environment (people), and support of the natural environment around (the planet). We realize that Triple Bottom Line (3Ps) is not just a concept that needs to be understood, but must be implemented in everyday business strategies and processes.

The commitment is then spelled out through a unit responsible for various work programs, especially related to social and environmental responsibility. The commitment is also contained in the budget we are allocating specifically to encourage various activities and programs in the areas of: social and community development, health and safety, consumer protection and education, and programs in the field of natural conservation.

Jasa Marga’s commitment to continue to contribute and emerge as a pillar and a driver for the acceleration of national economic development through the provision and management of quality infrastructure, especially toll roads. As a business entity that facilitates toll road operations, Jasa Marga plays a strategic role in connecting the center and economic distribution of the community so as to generate economic value added and equitable national development.

COMPOSITION CHANGES WITHIN THE DIRECTORS AND ITS REASONS

During the Company’s Annual General Meeting of Shareholders Financial Year 2016 dated March 15 2017, there were changes within the Directors and the Board of Commissioners based on the proposal of the SOE Minister as Shareholder of Dwiwarna Series A Shares with letter No. SR-171/MBU/03/2017 on proposed changes of management PT Jasa Marga (Persero) Tbk. Based on the AGM resolution, the proposal from the Shareholder of Dwiwarna Series A Shares was approved with tenure effective from the AGM closing date until the 5th AGM closing date and a maximum of 5 years, with due regard to the regulation on capital market and without prejudice to the right of AGM to dismiss the pertaining members at any time. The members of the Directors and the Board of Commissioners appointed and dismissed by the AGM were nominated by the SOE Minister, which was then proposed through the AGM. Determination of the composition and the number of members in the Directors was conducted with due observance to the Company’s vision and mission and its strategic plans, so the decision making can be executed effectively, accurately, and quickly, while upholding the independency and solely for the interest of the Company

Within the Directors, the Annual General Meeting of Shareholders decided to dismiss Moh Najib Fauzan as Director of Operation I, Anggiasari as Finance Director/ Independent Director, and Christantio Prihambodo as Human Resources and General Affair Director. Next, the AGM appointed Mohammad Sofyan as Director of Operations I, Donny Arsal as Finance Director, and Kushartanto Koeswiranto as Human Resources and General Affairs Director/Independent Director. Within the Board of Commissioners, the Annual General Meeting of Shareholders dismissed Taufik Widjoyono as Commissioner, and appointed Sugiharjo as Commissioner.

As a follow up to the resolution of the Company’s AGM, based on the Directors’ Decision Number 20 of 2017 dated March 15, 2017, the composition of the Company’s Directors is as follows:

NamePosition
Desi ArryaniPresident Director
Donny ArsalFinance Director
Mohammad SofyanDirector of Operation I
Subakti SyukurDirector of Operation II
HasanudinDevelopment Director
Kushartanto KoeswirantoHuman Resources and General Affairs/Independent Director

The composition of the Board of Commissioners is as follows:

NamePosition
Refly HarunPresident Commissioner
Agus SuharyonoCommissioner
Boediarso Teguh WidodoCommissioner
Muhammad Sapta MurtiCommissioner
SugihardjoCommissioner
Sigit WidyawanIndependent Commissioner

The Directors is the Company’s organ that has the duties and responsibilities to manage the Company and implement GCG in all structures or units of the organization within Jasa Marga business groups. The Directors shall refer to the Board Manual that includes guideline on working procedures so as to achieve a high standard of work. The Board Manual sets out the following: Duties, Obligations, Authorities, Rights, Requirements, Membership, Induction, and Capability Improvement Program, Codes of Office, Meetings and Performance Evaluation of the Directors.

Jasa Marga Directors consists of 6 persons, namely 1 President Director and 5 Directors, all of whom are domiciled in Indonesia. All members of the Company’s Directors have fulfilled applicable formal and material requirements. The formal requirement is general, based on the provisions of applicable laws and regulations, while material requirement is specific, tailored to the needs and nature of the Company’s business. The Company also has 1 Independent Director, who posseses adequate integrity and competencies, free from influence related to personal interests or other parties, and can act objectively and independently in accordance with GCG principles. The presence of the Independent Director aims to create more objective and independent conditions, as well as to maintain fairness and the ability to provide a balance between the interests of majority shareholders and to protect the interest of minority shareholders including public shareholders and other stakeholders. In managing the Company, the Directors shall periodically conduct Directors’ Meeting to discuss various aspects of operations, investment, financial management, human resources, opportunities, and future business prospects.

In 2017, the Directors’ performance was reflected in the Key Performance Indicator (KPI) that consists of 5 perspectives. Overall, realization of the Directors’ KPI in 2017 has achieved 106.7. The Directors have performed their duties and responsibilities and represented the Company to achieve the Company’s Vision and Mission to be the largest, trusted and sustainable national toll road Network Company. This assessment was conducted thoroughly in all aspects of organization to obtain evaluations and recommendations to make the Company even better in the future by taking into account the principles of GCG and corporate values.

THANK-YOU NOTE

Armed with high morale and solid togetherness, we are optimistic that the Company’s performance in the future will continue to improve. The Company is optimistic to be able to contribute in improving national connectivity in line with the theme of this 2017 Annual Report, “ Transformation for Sustainable Growth”.

We would also like to extend our gratitude to all employees who enable Jasa Marga achieve good performance in 2017. All of these achievements are the results of hard work and dedication of Jasa Marga employees who have contributed positively to the Company.

The Directors would also like to express our deepest gratitude and appreciation to the Shareholders for all the support given, so that in 2017 the Company was able to continue to implement the various developments. We would also like to extend our appreciation to the Government, the public, toll road users, and other partners and stakeholders for the cooperation and support given to Jasa Marga.

May God Almighty give us His blessings.


Desi Arryani

President Director