Dear Shareholders and Stakeholders,

We express our gratitude to the presence of God Almighty, who has bestowed His grace and gifts on all of us so that PT Jasa Marga (Persero) Tbk can go through 2021 with good performance achievements. It is an honor for me to represent the Board of Commissioners to present a supervisory report on the Company’s performance in the 2021 Fiscal Year.

The Board of Commissioners has carried out the duties of supervising and providing advice to the Board of Directors in good intention, being responsible, and full of prudence in the interest of the Company. In carrying out its duties and functions, the Board of Commissioners performs it independently, guided by the provisions of the Company’s Articles of Association and applicable laws and regulations, and based on the principles of Good Corporate Governance.

The focus of supervision and advice provision by the Board of Commissioners in 2021 includes implementation, evaluation, and adjustment of the Company’s Work Plan and Budget (RKAP) 2021, review the Company’s Long-term Plan (RJPP) 2021- 2025, follow up on the decisions of the General Meeting of Shareholders (GMS) for the 2021 Fiscal Year and the Extraordinary General Meeting of Shareholders on August 27, 2021 and December 22, 2021, the implementation of Good Corporate Governance, internal control system effectiveness increase and the implementation of the Company’s culture, as well as implementation and compliance with applicable laws and regulations.

"The Board of Commissioners continues to ensure that the management of the Company remains based on the principles of Good Corporate Governance (GCG), complies with the prevailing laws and regulations, and complies with the provisions of agreements with third parties. Every external auditor’s findings, as well as the findings and recommendations of the internal auditors, have been followed up based on the recommendations/ suggestions given."

Assessment of the Board of Commissioners on the Performance of the Board of Directors Regarding the Company’s Management

Views on Financial Performance Assessment

The year 2021 was a year full of challenges for the Company. The world condition, which is still experiencing the COVID-19 pandemic, has caused a slowdown in world economic growth and its impact has also been felt in Indonesia.

Restrictions on community activities in the form of Large-Scale Social Restrictions (PSBB) and the Implementation of Community Activity Restrictions (PPKM) have resulted in the limitation of people’s mobility, including the prohibition of homecoming during Eid-al-Fitr and Eid-al-Adha.

The Board of Commissioners can understand the challenges faced by the Company in 2021. For this reason, the Board of Commissioners appreciates the various strategic initiatives taken by the Board of Directors in dealing with these challenging conditions.

The Board of Commissioners realizes that the Company’s performance in 2021 would not be better than 2020 due to unfavorable economic conditions. However, the Board of Commissioners considers that the Board of Directors has made maximum efforts to maintain the Company’s stability and maintain the trust of investors. In addition, the safety and health of Jasa Marga’s employees have also become a critical focal point in a pandemic and are the primary concern of the Board of Directors.

Amid quite difficult conditions in 2021, Jasa Marga still managed to record a net profit of Rp1,615.3 billion, or an increase of 222.4% compared to the previous year’s achievement of Rp501.1 billion. The net profit in 2021 reached 1,771.6% above the target set in the 2021 RKAP Revision of Rp86.3 billion.

For this achievement, the Board of Commissioners assesses the performance of the Board of Directors in carrying out their duties and responsibilities in managing the Company in the 2021 financial year running well. In addition, the Board of Directors was able to record an increase in the Company’s performance by seeking revenue growth and increasing the Company’s net profit.

Views on the Company’s Business Prospects

The Board of Commissioners considers that the business prospects that the Company has prepared are adequate in facing future business challenges.

The recovery of world economic conditions, which began to improve from the impact of the COVID-19 pandemic, is a momentum for the Company to regain the Company’s performance growth through breakthroughs and maximizing every potential and opportunity that exists.

The Board of Commissioners hopes that the Board of Directors will continue to be careful and ensure that every corporate action and action taken in the implementation of the Company’s business activities are based on the principle of prudence and apply the principles of Good Corporate Governance.

Views on the Implementation of Good Corporate Governance

Preparation of the Board of Commissioners’ Annual Work Program

As part of the implementation of Good Corporate Governance, the Board of Commissioners prepares the Annual Work Program of the Board of Commissioners, which in its preparation involves the components of the Board of Commissioners.

The Board of Commissioners annual work program is used as material for evaluating the performance of the Board of Commissioners and preparing the report of the Board of Commissioners to be submitted at the General Meeting of Shareholders (GMS).

In addition, the Committees of the Board of Commissioners also prepare the Committee’s Annual Work Program, which is submitted to the Board of Commissioners.

Division of Duties and Supervisory Mechanism of the Board of Commissioners

The Board of Commissioners members’ respective duties and responsibilities arrangements initially referred to the Decree of the Board of Commissioners No. KEP-139/IX/2018 dated September 27, 2018, amended by the Decree of the Board of Commissioners No. KEP-077/VI/2020 dated June 30, 2020. There was a Committee restructuring and formation of a new committee under the Board of Commissioners, as a follow-up to the provisions of the Minister of StateOwned Enterprises as Series A Dwiwarna Shareholder, so that the Board of Commissioners has 3 (three) Committees, namely (i) the Audit Committee; (ii) the Nomination and Remuneration Committee; and (iii) the Risk and Legal Committee.

As in previous years, the supervision and advice provision from the Board of Commissioners to the Board of Directors in managing the Company refers to the Board of Commissioners’ annual work program, which is set at the beginning of the current financial year. Following the Company’s Articles of Association, a minimum of 2 (two) meetings are held every month, namely an internal meeting of the Board of Commissioners and a joint meeting of the Board of Commissioners-Directors. Matters that require immediate decisions are scheduled in other agendas at the meetings of the Board of Commissioners and/ or special meetings of the Board of CommissionersDirectors. Every meeting decision is monitored, and its follow-up evaluated.

Throughout 2021, the Board of Commissioners held 14 internal meetings with an average attendance rate of 94.4% and 16 joint meetings of the Board of Commissioners-Directors with an average attendance rate of 96.1%. Meeting decisions are taken by deliberation to reach consensus, and there has never been a “dissenting opinion” meeting in the decision-making process. Until the end of 2021, almost all meeting decisions have been followed up, with several decisions still in process because their authority concerns parties/agencies outside the Company. Still, they are trying to be completed in 2022.

Before March 2020, the meeting was held face-toface, but with the implementation of health protocols since the COVID-19 outbreak, the meeting was held online via video conference. The implementation of virtual meetings is considered quite effective with the procedures for holding meetings following the provisions stipulated in the Company’s internal regulations.

In addition to holding meetings, the Board of Commissioners also conducts work visit for direct supervision to Regional Offices and/or new toll road projects currently under construction and/or toll road in operational stage or fully operational managed by subsidiaries. Throughout 2021, there have been (2) two visits.

GCG Assessment Results

In 2021, the Good Corporate Governance (GCG) assessment is carried out independently by the Company using the assessment parameters of the Ministry of SOEs based on the Decree of the Secretary of the Ministry of SOEs No. SK-16/S.MBU/2012 dated June 6, 2012. Based on the assessment results, the Company obtained a score of 98.20 and was included in the “Very Good” category. Meanwhile, specifically for the Board of Commissioners Aspect, the Company obtained a score of 99.10 and was included in the “Very Good” category.

Assessment of the Board of Directors and the Committee of the Board of Commissioners and Performance Assessment of the Board of Commissioners in 2021

Fulfill the functions and duties of the Board of Commissioners based on the Regulation of the Minister of SOEs No. 01/MBU/2011 dated August 1, 2011, concerning the Implementation of Good Corporate Governance in BUMN and Decree of the Secretary of the Ministry of BUMN No. SK-16/S. MBU/2012 dated June 6, 2012, concerning Indicators/ Parameters of Assessment and Evaluation of the Implementation of Good Corporate Governance, Appendix I/6-15 Aspects of Testing/Indicators Item 17 Parameter No. 58, 59, and 67, the Board of Commissioners has assessed the performance of the Board of Directors and submitted the results of the assessment to the Series A Dwiwarna Shareholders as input for important decisions to be taken concerning the interests of the Company.

The Board of Commissioners considers the performance of the Audit Committee, Nomination and Remuneration Committee, and the Risk and Legal Committee in 2021 in providing input and studies needed by the Board of Commissioners in carrying out their supervision is increasingly weighty, intensive, and effective.

With the support of the Committees and the Secretariat of the Board of Commissioners, the Board of Commissioners continues to encourage and ensure that GCG principles are carried out consistently, sustainably, and culturally within the Board of Commissioners and also at Jasa Marga to realize the Company’s Vision and Mission in the toll road business, so that the Company has the adaptability, resilience, and firm competitiveness at the national and regional levels. This will undoubtedly benefit all stakeholders and the success of the Government’s program in accelerating the development of national infrastructure for the advancement of the national economy.

The score for the 2021 Board of Commissioners performance assessment carried out by selfassessment on 8 Perspectives and 21 Performance Indicators was 4.9 out of a total score of 5.0 or 98.3%, with an assessment classification of “Very Good” and exceeded the 2021 target set at 4.8.

Implementation of Supervisory and Advisory Activities by the Board of Commissioners

The Board of Commissioners continues to ensure that the Company’s management remains based on the principles of Good Corporate Governance (GCG), complies with the prevailing laws and regulations, and complies with the provisions of agreements with third parties. Each external auditor’s findings and the findings and recommendations of the internal auditors have been followed up following the advice/ suggestions given.

The supervisory activities carried out by the Board of Commissioners include:

Implementation of Company Management Compliance based on RJPP and RKAP

During 2021 the Board of Commissioners has supervised the suitability of the Company’s management based on the work plan set out in the 2021-2025 RJPP and 2021 RKAP. As a result of the supervision, evaluation, and study conducted, the Board of Commissioners and the Board of Directors concluded the 2021 RKAP and/or RJPP 2021-2025 needs to be revised to anticipate and answer the Company’s needs and dynamics demands. As a follow-up, the Board of Commissioners approved the 2021 RKAP proposed revision and the RJPP 2021- 2025 adjustment submitted by the Board of Directors through the Board of Commissioners’ decision letters in August 2021.

The Board of Commissioners continues to encourage the Board of Directors and all levels of the Company to make the best efforts to achieve the performance that has been set. Any obstacles encountered can be communicated and discussed with the Board of Commissioners in a coordination meeting between the Board of Commissioners and the Board of Directors to find solutions and determine solutions. Thus, the Company is expected to fulfill the expectations of all shareholders and stakeholders as well as possible.

Implementation of Supervision of Subsidiary Management Policies

In line with the increasing number of toll road and non-toll road subsidiaries operating in early 2021, a total of 21 (twenty one) and the number of toll road subsidiaries will continue to grow in line with the construction of new toll road sections, the Board of Commissioners needs to carry out more careful and strict supervision of the policies and implementation of subsidiary management carried out by the Board of Directors. This is done so that the Company’s assets are managed effectively and efficiently. The Board of Commissioners requests the Board of Directors to strictly and effectively supervise from the time the subsidiary carries out the construction phase of the toll road construction, namely to ensure that the implementation of the construction work has met the specified specifications, and when the subsidiary operates it to ensure that all provisions of the Minimum Service Standards (SPM) has been met, and the Company has been managed properly, effectively, and efficiently.

Supervision of Strengthening the Company’s Internal Control System

To strengthen the Company’s internal control system, the Board of Commissioners requested the Board of Directors to improve the Internal Audit function and role in conducting audits and taking actions to prevent plans and actions that violate the provisions of laws and regulations and the principles of Good Corporate Governance, which affected the Company’s management goals, objective, and development, as stated in the Company’s RKAP and/ or RJPP. In addition, the Internal Audit is expected to be able to see strategic issues at the parent level and activities at the subsidiary level as sampling to deepen the review or audit of these strategic issues. With this step, the review or audit activities carried out by the Internal Audit will become more comprehensive, efficient, and effective to produce clear, measurable findings and recommendations and have a significant impact on the improvement of the Company’s internal control system. The Internal Audit can formulate findings and recommendations clearly and are equipped with mutually agreed follow-ups, target completion times, and the unit responsible for following up on these findings.

The Internal Audit is expected to be at the forefront of inspections by external auditors in anticipating existing issues, and the supervisory and management functions of the Company can run effectively and efficiently in supporting the achievement of the Company’s targets. The Board of Commissioners underlined the importance of improving the competency standards of the Internal Audit personnel to improve the quality of the Company’s internal control. The Board of Commissioners also noted that data security and archive digitization could be applied in all work units and subsidiaries in the Jasa Marga Group. With an effective internal control system, the objectives and targets of the 2021 RKAP and/or RJPP 2021-2025 targets are expected to be achieved effectively, efficiently, on time, and with benefits.

The Board of Commissioners recommends the Board of Directors so that the Internal Audit can formulate findings and recommendations clearly and are equipped with mutually agreed follow-ups, target completion times, and the unit responsible for following up on these findings. Thus, the Internal Audit is expected to be able to provide a comprehensive solution for resolving a finding.

Supervision of the Implementation of the Company’s Risk Management

Regarding the risks faced by the Board of Directors in managing the Company, the mutation of the COVID-19 virus variant has resulted in uncertainty in the business environment, especially in the toll road industry. Restrictions on community mobility can continue and impact the implementation of the Company’s strategy, operations, and business development as we advance. Therefore, the Board of Commissioners and the Board of Directors have agreed to review the 2021- 2025 RJPP and revise the 2021 RKAP.

In carrying out the work, especially related to the construction of new toll roads, the Board of Directors is advised to review the associated risks and ensure the design and choice of technology to be used. Meanwhile, related to the risk of toll road operations, the Board of Commissioners asked the Board of Directors to prepare traffic volume data and assess the impact on the Company’s finances and the steps that have been and will be taken.

The Board of Commissioners recommends the Board of Directors to continue and oversee the risk mitigation plan implementation so that the residual risk and maturity risk target for 2021 of 3.8 can be achieved and accelerate the digitalization implementation as a whole in the management of the Company to strengthen the application of risk management in the Company.

To encourage increased business efficiency and reduce the impact of risk in supporting business development, the Board of Commissioners recommends that the Board of Directors continue the policy for subsidiaries to implement a Project Based Management Contract (PBMC). Regarding the legal risks of the divestment plan, an in-depth and thorough study should be carried out.

Supervision of Career Development Policy and Implementation

In approving the career development of the Company’s employees, the Board of Commissioners uses talent mobility data, talent classification mapping, and employee competence and performance. The Board of Commissioners supports the implementation of learning programs through the JM Click application to encourage changes in the Company’s learning culture.

The Board of Commissioners supports changes to the Company’s organizational structure to accelerate the Company’s transformation and implementation of the RJPP and approves the proposed changes to the organizational structure 1 (one) level below the Board of Directors. After the division of tasks between units under the Directorate is clearly written, the Board of Directors is asked to immediately start taking steps to prepare for the implementation of the organizational structure, including, in this case, socializing to all employees, as well as making cascading changes to the KPI per Directorate if necessary.

Regarding the evaluation of the development of the Company’s human capital, the Board of Commissioners provides directions so that the organization’s primary target from 2021 is included in the AKHLAK program as a reference by continuing to develop the JM Click application as a tool to increase employee capacity and productivity.

Supervision of Accounting Policies and Preparation of Financial Statements following Financial Accounting Standards

The Board of Commissioners reminded that there are issues related to accounting in connection with implementing the new PSAK, namely PSAK 71 regarding Financial Instruments, PSAK 72 regarding Customer Contract Revenue, and PSAK 73 regarding Leases.

The Board of Commissioners requests that the Board of Directors give full attention to the implementation of SAP in the Jasa Marga Group, considering this is very important in the efficiency of the Company’s business processes.

The Board of Commissioners also convey that the Board of Directors pay attention to the implementation of OJK Regulation (POJK) No. 51/POJK.03/2017 concerning the Implementation of Sustainable Finance for Financial Service Institutions, Issuers, and Public Companies; POJK No. 65/POJK.04/2017 concerning Guidelines for Issuance and Reporting of Asset-Backed Securities in the Form of Collective Investment Contracts; and POJK No. 52/POJK.04/2017 concerning Infrastructure Investment Funds in the Form of Collective Investment Contracts.

Supervision Related to the Company’s Internal Control System

To strengthen the Company’s Internal Control System, the Board of Commissioners, directs the need for improvement in implementing the “Three Lines of Defense” system that is integrated with risk management. Internal control design to improve internal control weaknesses refers to the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework.

The Board of Commissioners also recommends that the preparation for the application of SNI ISO37001:2016 Anti Bribery Management System (Anti Bribery Management System/ABMS), its management and organization can be carried out effectively and adequately so that SNI ISO 37001:2016 certification in the scope of the Main Directorate of the Company’s Head Office is achieved following the target set by the Ministry of SOEs.

The implementation of other control systems such as the Whistleblowing System (WBS), Guidelines for Handling Gratification, Guidelines for Conflict of Interest, Code of Conduct, Code of Corporate Governance, and other guidelines must also be carried out consistently and sustainably. With an effective internal control system, the objectives and targets of the RKAP and/or RJPP can be achieved in an effective, efficient, timely, and appropriate manner.

Supervision of Procurement Policy and Its Implementation

The Board of Directors was requested to report on drafting changes progress to the Board of Directors’ Decree regarding the Procurement of Goods and Services within the Jasa Marga environment by adding the principles of ISO 370001:2016 AntiBribery Management System (ABMS). Regarding the procurement of Public Accounting Firm (KAP) services for the fiscal year 2021, the Board of Commissioners views that the process is in accordance with the prevailing laws and regulations.

Regarding the land acquisition and construction process, the Board of Commissioners emphasizes the importance of Jasa Marga’s Directors and Subsidiaries’ Directors having the commitment and steps to resolve land and construction problems immediately. It is hoped that construction can be completed according to the targets in the RKAP.

Concerning setting the target for the procurement of new toll road projects, the selection should be carried out in stages and using 4 (four) main criteria as a guide in conducting the evaluation, namely project economics (project feasibility), project timeline, partners profile, and project financing scheme.

Supervision of Asset Management Policy

To meet the Minimum Service Standards (SPM) and/ or improve the quality of toll-traffic transaction service performance, and maintain the condition and quality of toll roads so that they can be safely and comfortably used according to the demands and expectations of toll road users, various efforts and information technology have been implemented to speed up the toll payment transaction process, the Board of Commissioners was very concerned about. This was also the case during the construction of new toll roads. The quality, speed, effectiveness, and efficiency of work were also the attention of the Board of Commissioners because this would significantly affect the operation of the toll road concerned.

The Board of Commissioners also provided direction to evaluate traffic handling results was carried out the best way possible. The Board of Commissioners supported the steps of the Board of Directors in carrying out a plan to improve safety aspects by installing a Variable Message Sign (VMS) while still paying attention to inputs and complaints from toll road users as part of efforts to improve physical quality and toll road services.

Regarding SPM fulfillment throughout 2021, the Board of Commissioners sees that the progress of SPM fulfillment is following the plan. However, the Board of Directors is requested to continue monitoring and ensuring the fulfillment of SPM so that the supervision of Overload and Over Dimension (ODOL) became the Management’s attention in 2021.

Supervision of Quality and Service Policy and Its Implementation

Regarding asset management policies, the Board of Commissioners asked the Board of Directors to ensure the completeness of administration and accounting treatment per Financial Accounting Standards, and their implementation is carried out following the principles of Good Corporate Governance and the provisions of laws and regulations.

In the following asset management policy, following the Company’s long-term strategy, the Board of Directors are expected to focus on prioritizing the achievement of “Balancing the Growth and Financial Sustainability to Build Jasa Marga Resilience,” the Board of Commissioners in principle approved the achievement strategy implementation through 4 (four) strategy and critical themes, one of which is asset recycling.

Supervision of Information Technology Systems

The Board of Commissioners viewed the importance of the Company adapting developments based on the Information Technology system development. The Board of Commissioners requested the corporate Enterprise Resource Planning (ERP) system development with SAP S/4 HANA to make business processes run more synergistically and smoothly. The Board of Commissioners hoped that the development of Information Technology could provide convenience in the Company’s business processes.

Changes in the Composition of the Board of Commissioners

In 2021 there were 2 (two) changes in the composition of the Board of Commissioners. The first amendment was based on the Annual General Meeting of Shareholders (GMS) for the Fiscal Year 2020 on May 27, 2021, with the appointment of 3 (three) ew members of the Board of Commissioners, namely Mr. Eman Salman Arief as Independent Commissioner, and Mr. M. Roskanedi and Mr. Raja Erizman respectively as Commissioner.

The Annual GMS honorably dismissed Mr. Agus Suharyono and Mr. Sugihardjo as Commissioners.

The second change occurred during the Extraordinary GMS on August 27, 2021, namely by appointing Mr. Yohanes Baptista Satya Sanaugraha as Commissioner and confirming the dismissal of Mr. Eman Salman Arief as Independent Commissioner in connection with the assignment and appointment as Member of the Committee for the Regulatory Body for the Supply and Distribution of Oil Fuel, and Business Activities of Transporting Natural Gas through Pipes (BPH Migas) for the period 2021-2025.

On behalf of the Company, the Board of Commissioners would like to thank Mr. Agus Suharyono, Mr. Sugihardjo, and Mr. Eman Salman Arief for their contribution and dedication while serving as members of the Company’s Board of Commissioners.

Accordingly, the composition of the Company’s Board of Commissioners as of December 31, 2021, is as follows:

President/ Independent Commissioner : Yuswanda A. Temenggung
Vice President Commissioner/ Independent Commissioner : Zulfan Lindan
Commissioner : Anita Firmanti Eko Susetyowati
Commissioner : Yohanes Baptista Satya Sananugraha
Commissioner : M. Roskanedi
Commissioner : Raja Erizman

Appreciation

Concluding this 2021 Board of Commissioners report, we express our highest appreciation for the cooperation of all stakeholders, which has enabled the Company to continue to grow and develop into a large, strong, and highly resilient company in the toll road business. The Board of Commissioners also expresses gratitude and congratulate for the Board of Directors’ achievements and all ranks of officials and employees for their success in achieving the targets set. We will vigorously continue to increase our commitment so that the Company is managed in a better, efficient, effective, and modern way by always prioritizing the application of the principles of Good Corporate Governance.

Jakarta, April 5, 2022

On Behalf of the Board of Commissioners

Yuswanda A. Temenggung

President Commissioner/ Independent Commissioner