Our Distinguished Shareholders and Esteemed Stakeholders,
We would praise Allah SWT for His blessings, the Board of Commissioners managed to exercise our supervisory and advisory duty and responsibility to the Board of Directors over the Company’s management and development throughout 2020. Our supervision was also done by upholding independency principle, and carried out in careful, effective and focused manners to achieve the targets of Work and Budget Plan (RKAP) 2020 that are in line with the achievement of Company’s Long-Term Plan (RJPP) 2021-2025 main targets.
First of all, we would report that the Board of Commissioners membership and composition were changed in 2020 pursuant to Annual General Meetings of Shareholders (GMS) Fiscal Year 2019 on June 11, 2020 following appointment of 3 (three) new Board of Commissioners Members who all are Independent Commissioners. The Annual GMS appointed Mr. Yuswanda A. Temenggung as President/Independent Commissioner, Mr. Zulfan Lindan as Vice President Commissioner/Independent Commissioner and Mr. Adriansyah Chaniago as Independent Commissioner.
The Annual GMS also honorary dismissed Mr. Sapto Amal Damandari as President/Independent Commissioner, Mr. Muhammad Sapta Murti as Commissioner and Mr. Vincentius Sonny Loho as Independent Commissioner. Next, effetive as per October 7, 2020, Mr. Adriansyah Chaniago effectively serves as Vice President Director at PT Vale Indonesia Tbk., therefore, his position as Independent Commissioner of Jasa Marga has been ended. On behalf of the Company, the Board of Commissioners would thank Mr. Sapto Amal Damandari, Mr. Muhammad Sapta Murti, Mr. Vincentius Sonny Loho and Mr. Adriansyah Chaniago for your contribution and dedicaiton when serving as Board of Commissioners members in the Company.
Therefore, as of December 31, 2020, the Board of Commissioners composition is as follows:
|President/ Independent Commissioner||:||Yuswanda A. Temenggung|
|Vice President Commissioner/ Independent Commissioner||:||Zulfan Lindan|
|Commissioner||:||Anita Firmanti Eko S.|
Arrangement for division of individual duties and responsibilities of the Board of Commissioners which formerly referred to the Board of Commissioners Decree No. KEP-139/IX/2018 dated September 27, 2018, amended through the Board of Commissioners Decree No. KEP-077/VI/2020 dated June 30, 2020. Next, restructuring of the Committees under the Board of Commissioners and establishment of new committees, as a follow-up to provisions of Minister for StateOwned Enterprises as Series A Dwiwarna Shareholder, therefore, the Board of Commissioners has 3 (three) Committee, which are Audit Committee; Nomination and Remuneration Committee; and Risk and Legal Committee.
As in previous years, implementation of supervisory and advisory duty from the Board of Commissioners to the Board of Directors in managing the Company refers to the Board of Commissioners' annual work program as drafted in early of the fiscal year. According to the Articles of Association, minimum 2 (two) meetings shall be held every month, including the Board of Commissioners internal meetings and Management Meetings. Agenda that require immediate decisions have been scheduled in the Other agenda at Board of Commissioners meetings and/or incidental Management Meetings. Every meeting resultion is supervised and the follow-up is always be evaluated.
In addition to the Board of Commissioners Internal Meetings and BOD BOC Coordination Meetings, later stated as Management Meetings, supervision of the Board of Commissioners is also carried out by conducting official visits to Regional Offices (formerly known as Branch Offices) and new toll road projects under construction, and/or are in the early stages of operation or are fully operated which are operated by our Subsidiaries.
Board of Commissoners Performance in 2020
Implementation of Board of Commissioners’ duty and responsibility have complied to provisions in the Articles of Association as well as the law and regulation. In 2020, the Board of Commissioners performance based on each perspective, as follows:
Perspective of Supervisory on Board of Directors in Company’s Plan and Policy Implementation
Supervision on Company’s Management
In the conditions and situations where the Company's expansions as well as the business world were generally affected by COVID-19, the Company has reviewed the targets based on Work Plan and Budget (RKAP) 2020, especially financial and operational performance, which would affect achievement of long/medium terms target as set in Long Term Plan (RJPP) 2021-2025.
This condition has gained the attention of the Board of Commissioners in carrying out their supervisory duties and providing advice/direction to the Board of Directors in managing the Company. The Board of Directors is requested to remain focus and immediately take efficiency plans as well as increase effectiveness of the Company's business, among others by formulating Capex and Opex efficiency, with the main goal of achieving financial sustainability.
Altogether with the Board of Directors, the Board of Commissioners evaluates and reviews the RKAP 2020 targets. Principally, the Board of Commissioners approved the requirement to revise the RKAP 2020. In addition, we also realizes the importance to revise Vision, Mission, goals and targets in the RJPP 2018- 2022, which then stipulated as RJPP 2021-2025.
To anticipate dynamic external condition changes, in addition to monitoring and evaluating the achievement of targets in the 2020 RKAP on a quarterly basis, the Board of Commissioners also carried out monthly monitoring and evaluation, with a focus on efforts and results of business efficiency that have been carried out.
The Board of Commissioners continues to ensure that the Company’s management always adapts the Good Corporate Governance (GCG) principles, complies with provisions of the prevailing laws and regulations as well as agreements with third parties. Any findings from the external auditors as well as findings and recommendations of the internal auditors have been processed in accordance with the provided recommendations/suggestions.
Supervision and Evaluation on Corporate Action by Board of Directors
In 2020, several corporate actions carried out by the Board of Directors have been closely monitored by the Board of Commissioners, in order to ensure that the corporate actions are in accordance with and/or comply with the prevailing laws and regulations. The supervision is carried out through an assessment on legal, financial, feasibility, risks and benefits that will be obtained by the Company and whether the corporate action has been programmed in the RKAP 2020 or in line with RJPP 2021-2025.
Every corporate action taken by the Board of Directors complies with the laws and regulations and has been programmed in the RKAP 2020 or in line with RJPP 2021-2025.
Perspective on Supervision on Subsidiary Management Policy Implementation
Implementation of Supervision on Subsidiary Management Policy
Supervision of the subsidiary management policies is carried out to ensure Company's assets are managed effectively and efficiently. The supervision is carried out when the subsidiary is carrying out the construction phase of the toll road to ensure that the construction work has fulfilled the specified specifications, also during the operational stage by our subsidiaries to ensure the entire Minimum Service Standards (SPM) provisions have been fulfilled and properly managed.
Perspective on Approval on RJPP and RJAP Draft Submitted by Board of Directors
RJPP Revision and Plan
The Company faces challenges both internally and externally which affect the Company’s condition in 2020, as well as within the next 5 (five) years, thereby necessary to review and revise the RKAP 2020 and RJPP 2018-2022. Therefore, the Company's Strategic Direction Framework for the next 5 years (2021-2025) is "Balancing the Growth and Financial Sustainability to Build JSMR Resilience" which will be achieved through 4 (four) strategies and key themes which include: 1) Improve business and operations efficiency; 2) Carefully select new toll road projects/investments; 3) Refocus the related business portfolio; and 4) Asset recycling.
In line with the Company's transformation and expansion process that has been carried out since 2017, the Company's strategic direction has been carried out including investment, business development, creative funding, operations, human resources, and implementation of corporate culture formation programs aspects.
Next, the Board of Directors reviewed the RJPP 2018- 2022, which results are used as basis to prepare RJPP 2018-2022 revision proposal to RJPP 2020-2024. The review is also based on considerations related to regulations, technology and market conditions, as well as business competition. Furthermore, the Board of Commissioners provided notes and directions for improvement, as input in finalizing the strategic review, and finally, the RJPP 2020-2024 is granted approval from the Board of Commissioners to be revised to RJPP 2021-2025.
RKAP 2020 Revision
Anticipating internal and external challenges that may affect the Company’s condition in 2020, the Board of Directors and Board of Commissioners have agreed to take anticipatory plans as required by the Company, such as by reviewing and revising RKAP 2020 Draft. In term sof RKAP 2020 Draft Proposal submitted by the Board of Directors, the Board of Commissioners has provided some notes related to the tariff adjustment timeline and the integrated tariff scheme; operating schedule for several toll roads; and the need to increase efficiency to achieve financial sustainability.
In accordance with the Company's performance development dynamics during the COVID-19 pandemic, the Board of Directors views it necessary to review and readjust the revised 2020 RKAP, considering external conditions of the Company that affect the prognosis at the end of 2020. In addition, so that the performance assessment of the Board of Directors and Companies that are based on the RKAP to be more proportional and based on realistic assumptions, therefore, requiring a second revision of the RKAP 2020.
The Board of Commissioners decided the 2nd Revision of RKAP 2020 could be carried out as long as needed by the Company, by recalculating the irrelevant financial indicators and so that Revision II of the 2020 RKAP did not interfere with the determination of the Draft RKAP 2021. After the Board of Directors accommodated the notes from the Board of Commissioners, the RKAP 2020 2nd Amendment to RKAP 2020 Draft Proposal was approved and ratified as the RKAP 2020 Second Revision.
RKAP 2021 Draft
Similarly, with previous years, the Board of Commissioners always has active role in the RKAP preparation from the beginning, through advance recommendation to the Board of Directors concerning issues to be concerned and referred with consequences to RKAP 2021 and its realization. Impact of COVID-19 shall be anticipated and mitigated in terms of the risks to set targets and objectives of RKAP 2021 to be in line with medium/long-term targets as disclosed in RJPP 2021-2015 as approved and stipulated by the Board of Commissioners.
In the advance discussion on RKAP 2021 draft with the Board of Directors, the Board of Commissioners has decided that the Board of Directors shall align RKAP 2021 and RJPP 2021 – 2025, mainly in terms of program implementation as well as assumption figures that have considered current condition and adopted in the RKAP 2021 challenges and strategy. The alignment shall also concern the shareholders’ aspirations as will become the basis for determining KPI. After the recommendations have been fulfilled, the Board of Commissioners decided to legalize the RJPP 2021-2025.
After the Board of Commissioners examined Audit Committee's review report regarding on RKAP 2021-2025 and RJPP 2021-2025 Drafts, the Board of Commissioners decided to provide notes on the corporate action plans that will be implemented by the Board of Directors.
The Board of Commissioners accepted the Board of Directors' explanation regarding the RKAP 2021 Draft Proposal and declared that the RKAP 2021 Draft proposal had been submitted by the Board of Directors to the Board of Commissioners and, principally, the Board of Commissioners has granted approval through the Board of Commissioners Decree No. KEP-122/ XI/2020 dated November 30, 2020 concerning Approval and Ratification of the RKAP 2021 Draft to become the Company's RKAP 2021.
Perspective of Required Factors to Support Duty Implementation Stipulation
Board of Commissioners and Committees Annual Work Program 2021
Secretary to the Board of Commissioners and Committees under the Board of Commissioners have submitted and presented the Board of Commissioners and Committees Annual Work Plan 2021 Draft. Based on the presentation, the Board of Commissioners has provided some improvement notes. After the improvement notes from the Board of Commissioners are accommodated in respective Board of Commissioners and Committees Annual Work Plan, the Board of Commissioners and Committees Annual Work Plan 2021 will be re-presented to the Board of Commissioners in January 2021 to obtain approval and legalization as the Board of Commissioners Annual Work Program 2021 and the Committees Annual Work Program 2021 altogether with the KPIs.
Effective Board of Commissioners Meeting Implementation and Attendance Perspective
Implementation of Board of Commissioners Meetings and Board of Commissioners – Board of Directors Coordination Meeting and Official Visit to Branch/Regional Office and Toll Road Projects
Throughout 2020, there were 17 (seventeen) Board of Commissioners internal meetings with average attendance level of 92% (ninety two percent) and 18 (eighteen) Management Meeting with average attendance level of 94% (ninety four percent). The meeting resolutions were taken by consensus, and never experienced any meeting resolutions with “dissenting opinion”. As end of 2020, almost all of the meeting resolutions have been completely followed-up with some resolutions under process at the authority related to external parties/offices, however, the completion is planned to be immediately settled in 2021.
Prior to March 2020, the meetings were held face-toface, however, following the COVID-19 outbreak and implementation of health protocol, the meetings were then held online via video conference. The virtual meeting implementation is seen effective with meeting implementation procedure is assured complying with provisions in the Articles of Association.
In addition to the meetings implementation, the Board of Commissioners also held official visit to Branch/Regional Offices and/or new toll road projects. Throughout 2020, there were 6 (six) visits.
Perspective of Advisory Activity to the Board of Directors on the Company’s Plan and Policy Implementation
Direction on Issues Related to Change in Business Environment Affecting the Company’s Business and Performance
The Board of Commissioners would remind the Board of Directors that the conditions embraced by the Company in 2019 will still continue in 2020, including fierce business competition amidst COVID-19 pandemic, which has affected national and international economic conditions throughout 2020 and 2021, as well as affecting social mobility resulting an impact against the Company’s toll revenues. In connection with these conditions and situations, the Board of Commissioners, among others, has requested that the Board of Directors shall present policies and strategies to mitigate COVID-19 impact, as well as preparing projections for 2020 cash flow, funding requirements and supports.
In addition, the Board of Directors is also requested to improve business cost efficiency and optimize the application of information technology, with reliable and skilful human capital. Organizational transformation programs, including changes/adjustments to the Company's organizational structure and Human Capital that are continuously implemented.
Direction on Internal Control System Enforcement
To strengthen the Company's Internal Control System, the Board of Commissioners has directed the importance to intensify “Three Lines of Defense” system implementation which is integrated with risk management. The internal control design to correct various weaknesses in internal control is carried out based on Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework.
The Board of Commissioners has also suggested that the preparation for SNI ISO 37001:2016 Anti-Bribery Management System (Anti-Bribery Management System/SMAP) implementation, management and organization shall be carried out properly and effectively, therefore, the SNI ISO 37001:2016 certification is under the scope of the Main Directorate at the Company's Head Office has been achieved in accordance with the target set by the Ministry of SOEs in December 2020.
Implementation of other controlling systems such as Whistleblowing System (WBS), Gratification Policy, Conflict of Interest Manual, Code of Conduct, and Code of Corporate Governance as well as other guidelines shall be carried out consistently and continuously. With effective internal control system, the RKAP and/or RJPP objectives and targets can be achieved in an effective, efficient, timely and beneficial manner.
Direction on Enterprise Risk Management
Related to risks on new toll roads development, the Board of Directors is appeealed to review the related risks and ensure the design and selection of the applied technology. Meanwhile, discussing the risks relate to the toll road operation, the Board of Commissioners has requested the Board of Directors to prepare traffic volume data and assessed the impact on the Company's financial aspect, as well as initiatives that have been and will be taken.
Related to the supporting business development risks, the Board of Commissioners has recommended the Subsidiaries to implement a Project Based Management Contract (PBMC) to drive efficiency. However, an indepth and comprehensive study is required related to the legal risks in the divestment plan.
Direction on Information Technology System
Board of Commissioners requested the Board of Directors to take precautionary plan to accelerate SAP ERP go live target, including integration of SAP toll equipment, to support Jasa Marga's readiness in integrating the payment system, considering the Multi Lane Free Flow (MLFF) will be soon implemented, thereby Jasa Marga can take advantage of business opportunities in system integration payment.
Related to evaluation of development and policies in HR aspect as the Company's human capital, the Board of Commissioners supports development of the JM click application not only as an employee learning media application, but has been enhanced as the main tools that is integrated with other HR-related activities.
Direction on Career Development Policy and Implementation
In grating approval related to employee career development in the Company, the Board of Commissioners uses talent mobility and mapping talent classification, as well as employee competency and performance data. The Board of Commissioners supports implementation of learning program via JM Click application to encourage transformation of learning culture within the Company.
The Board of Commissioners also supports the Company’s organization structure update intended to encourage acceleration of the Company’s transformation and RJPP implementation, and approved the proposal on organization structure renewal for 1 (one) level below the Board of Directors. After the job description under the Directorate is disclosed in written document clearly, the Board of Directors is requested to start implementing organization structure implementation preparation steps, including socialization to all employees, and changing KPI by Directorate cascading, if necessary
Related to evaluation on Human Capital development, the Board of Commissioners provides direction to ensure main target of the organization from 2020 to 2021 has been included in AKHLAK program as the guideline by continuously developing JM click application as main IT tool for the employees to motivate performance improvement.
Direction on Accounting and Financial Statements Preparation Policy based on Financial Accounting Standard The Board of Commissioners would remind accounting-related issue related to implementation of new PSAK, such as PSAK 71 on Financial Instrument, PSAK 72 on Customer Contract Revenues and PSAK 73 on Lease.
The Board of Commissioners requested the Board of Directors to give full concern on SAP implementation in Jasa Marga Group considering this is important for the Company’s business process efficiency
The Board of Commissioners would also requested that the Board of Directors shall concern implementation of OJK Regulation (POJK) No. 51/POJK.03/2017 concerning Sustainable Finance Implementation for Financial Service Institution, Issuers and Public Company; POJK No. 65/POJK.04/2017 concerning Guideline for AssetsBacked Securities Issuance and Reporting in form of Collective Investment Contract; and POJK No. 52/ POJK.04/2017 concerning Infrastructure Investment Funds as Collective Investment Contract.
Direction on Procurement Policy and Implementation
The Board of Directors is request to report progress of formulation on amendment to Board of Directors Decree concerning Goods and Services Procurement in Jasa Marga by adding ISO 370001:2016 Principles Anti Bribery Management System (SMAP). Related to the appointment of Public Accountant Firm (KAP) to audit financial statements fiscal year 2020, the Board of Commissioners views that the process has complied to the prevailing law and regulation.
Related to land acquisition and construction process, the Board of Commissioners emphasizes the importance of Board of Directors in Jasa Marga and Subsidiaries to have commitment and plans to immediately settle land and construction issues, and expecting the construction can be settled based on the target in the RKAP.
Related to the new toll road projects tender target setup, the tender shall be implemented gradually using 4 (four) main criteria as the guideline in doing the evaluation, such as project economics, project timeline, partners profile and project financing scheme.
Direction on Assets Management Policy
Related to assets management policy, the Board of Commissioners requested the Board of Directors to ensure administrative compliance and accounting treatment according to the Financial Accounting Standard, altogether with the implementation aligned with the good governance principles as well as provision of the Law.
In the further assets management policy, according to the Company’s long-term plan, the Board of Directors will have higher concern on the achievement of “Balancing the Growth and Financial Sustainability to Build JSMR Resilience,” principally, the Board of Commissioners approved implementation of the strategy and achievement through 4 (four) strategies and key themes, including asset recycling.
Direction on Quality Policy, Service and Implementation
In order to fulfill Minimum Service Standards (SPM) and/or improve quality of toll traffic transaction service performance, as well as maintain condition and quality of the toll roads there by will be safely and conveniently used based on the toll road users’ demands and expectations, several efforts and information technology have been implemented. The Board of Commissioners has a great concern on the toll payment transaction process acceleration. Similarly construction of the new toll roads. Quality, speed, effectiveness and work efficiency also become the Board of Commissioners’ concern, as will greatly affect operation of the respective toll road.
The Board of Commissioners have also provided direction to ensure result of traffic handling evaluation during the Christmas and New Year 2019 periods is processed as the input in for homecoming and returning flows handling pan for Eid Al-Fitr 2020 period. Installation of Variable Message Sign (VMS), by considering input and complaints from toll road users as part of our efforts to improve the toll roads physical quality and services.
Related to SPM fulfillment throughout 2020, the Board of Commissioners views the progress in SPM fulfilment based on the plan. However, the Board of Directors has been requested to continue monitoring and ensuring the SPM fulfillment, as well as to ensure monitoring over the overload and over dimension (ODOL) will become the Management's concern in 2021.
Monitoring Perspective and Ensuring the GCG Principles Has Been Implemented in Effective and Sustainable Ways
Achievement of Independent Consultant Assessment Score Target on GCG Assessment for Fiscal Year 2020 in Board of Commissioners Circumstances
Board of Commissioners performance achievement with key performance indicators. Result of Assessment by Independent Consultant on GCG Implementation in Board of Commissioners Circumstances for Fiscal Year 2020 with target score of 98.00 or was below 98.89 assessment score achieved in 2019.
Achievement of Board of Commissioners Performance Assessment Score in 2020
Achievement of Board of Commissioners’ performance with Key Performance Indicators: Board of Commissioners Performance Assessment Score Target (by Self-Assessment) in Fiscal Year 2020 with targeted score > 4.80 achieved the score of 4.918 or improved from 4.849 assessment score achieved in 2019.
Assessment on Board of Directors and Committees Under Board of Commissioners in 2020
Fulfilling function and duty of the Board of Commissioners according to Minister of SOEs Regulation No. 01/MBU/2011 dated August 1, 2011 concerning Good Corporate Governance Implementation in SOEs and Secretary to Ministry of SOEs Decree No. SK-16/S.MBU/2012 dated June 6, 2012 concerning Indicators/Parameters of Good Corporate Governance Implementation Evaluation and Assessment, Appendix I/6-15 Assessment Aspects/ Indicators Point 17 Parameters Number 58, 59 and 67, the Board of Commissioners has assessed the Board of Directors performance and presented the assessmen result to Series A Dwiwarna Shareholder as the recommendation for important decisions that will be taken related to the Company’s interests.
Throughout 2020, the Board of Commissioners also assessed that performance of Audit Committee, Nomination and Remuneration Committee and Risk and legal Committee in providing recommendations and review that are required by the Board of Commissioners in exercising more qualified, intensive and effective supervisions.
With supports from the Committees and Secretariate of Board of Commissioners, the Board of Commissioners continuously encourages and ensures that the GCG principles have been carried out consistently, continuously and becomes a culture in both among the Board of Commissioners and Jasa Marga to achieve the Company’s Vision and Mission in toll road business, to develop strong adaptive, resilience and competitive capabilities of the Company in the toll road business at national and regional levels. These conditions will surely bring benefit to all stakeholder as well as support the Government’s program in accelerating national infrastructure development for the national economic growth.
To close the Board of Commissioners report for 2020, We would extend our utmost appreciation for all stakeholder for the cooperation that enable the Company to keep growing and becoming a prominent, tough and highly competitive company in toll road business. The Board of Commissioners would also thank and congratulate achievement of the Board of Directors as well as the management and employees for their success in achieving the designated targets. With full of spirit, We would always enhance our commitment to ensure the Company is managed in better, efficient, effective and with modern ways by always promoting good corporate governance principles.
Jakarta, May 5, 2021
On Behalf of the Board of Commissioners
Yuswanda Arsyad Temenggung
President Commissioner/ Independent Commissioner