Connectivity. for Driving Growth ANNUAL REPORT PT Jasa Marga (Persero) Tbk. PT Jasa Marga (Persero) Tbk Annual Report

2014

Human Capital Management

ANNUAL

Corporate Governance

Corporate Social Responsibility

REPORT

Management Responsibility for Annual Report 2014

Glossary

Consolidated Financial Statements

PT Jasa Marga (Persero) Tbk

Connectivity

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w. ja

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fo r Dr i vi n g Growth

PT Jasa Marga (Persero) Tbk. 2014 Annual Report

1

Identity of the Company

2

Profile of the Company

Transformation of Jasa Marga


Highlights 2014

Management Report

Management Discussion and Analysis

New Projects Development





Glossary


Connectivity

fo r Dri ving Grow th Well-established road infrastructure shall be directly proportional to increasing economic growth. Infrastructure development represents the factor that serves as a fundamental and essential requirement that needs to be considered in economic development plan in order to accomplish the target and goals and to enable the accomplishments as well as expected. In the next five (5) years, the new Indonesian Government has launched infrastructure development as its priority that must be realized in order that Indonesia’s economic potential and resources are capable of providing the highest benefits. As a toll road investor and operator, Jasa Marga is one of the companies that will have significant role in realizing toll road infrastructure development in the next five (5) years. In accordance with its Mission, the Company realizes and comprehends that with its existence with its business activities as toll road operator and developer, it has the task of accelerating toll road development to support the economic growth program launched by the Government. Indonesia’s infrastructure present condition remains one factor that hinders investment in areas that actually have economic potential for development. Connectivity among those areas must be realized and the existence of toll roads operated by the Company should benefit toll road users requiring efficient and reliable toll roads so that distribution of goods and services is carried out smoothly while achieving evenly distributed economic development. Jasa Marga’s experience and expertise in realizing toll road development in Indonesia is the capital to capture the said opportunities. Presently, the development of new toll roads has shown results and has given their share of contribution to Jasa Marga’s revenues. Until the end of 2014, out of 10 new toll road sections in the pipeline, two (2) sections are fully operated, i.e. Bali Mandara Toll Road (Nusa Dua-Ngurah Rai-Benoa) and JORR W2 North Toll Road; three (3) new toll road sections are operated in stages, i.e. Bogor Outer Ring Road, Semarang-Solo and Surabaya-Mojokerto; and two (2) sections, i.e. GempolPandaan and Gempol-Pasuruan, are in the final stage of construction; whereas three (3) sections, i.e. Cengkareng-Kunciran, Kunciran-Serpong and Medan-Kualanamu, are in the stage of land acquisition. Jasa Marga is leading up to the next growth and, simultaneously, Jasa Marga has begun and is in the stage of business transformation to welcome the wide open opportunity before our eyes. Jasa Marga’s transformation boosts more efficient and swifter business process so that both challenges as well as vast opportunities may be achieved and undertook, hence representing Jasa Marga’s contribution to building Connectivity for driving the Growth of the country’s economy and the Growth the Company.


1




Highlights 2014

Management Report



Cross Reference to Bapepam-LK Regulation No. X.K.6 Subject and Explanation

No.

Page

I. General 1.

Annual Report is to be presented in Indonesian Language. In the event that the

ü

Annual Report is also presented it in another language, either within the same document or separated, the Annual Report must contain the same information. In the event that different interpretation occurs due to language translation, the

II.

2.

Annual Report in Indonesian Language is then to be used as the reference. Annual Report is made in such a way that it is easy to read. Images, charts,

ü

3.

tables, and diagrams are presented by stating clear title and/or explanation. Annual Report should be printed in light-colored, good quality, and A4-sized

ü

paper, bound and possible to be reproduced by photocopying. 4. Annual Report is presented on the company’s website. Highlights of Financial Data

56-58

1.

56-58

Highlights of financial data is presented in comparative form over a period

ü

of three (3) financial years or since the commencement of business if the company has been running its business activities for less than three (3) years,

2.

2

and it contains at least: 1. Revenue.

56-58

2.

Gross Profit.

56-58

3.

Profit (loss).

56-58

4.

Profit (loss) attributable to parent and non-controlling interests.

56-58

5.

Comprehensive profit (loss)

56-58

6.

Comprehensive profit (loss) attributable to parent and non-controlling

56-58

7.

interests. Net profit (loss) per share.

56-58

8.

Total assets.

56-58

9.

Total liabilities.

56-58

10. Total equity.

56-58

11.

Profit (loss) to total assets ratio.

56-58

12.

Profit (loss) to equity ratio.

56-58

13.

Profit (loss) to revenue ratio.

56-58

14. Current ratio.

56-58

15.

Liabilities to equity ratio.

56-58

16. Liabilities to total assets ratio.

56-58

17.

56-58

Other information and ratios relevant to the company and its industry.

Annual Report should present information regarding share for each three-

59-60

month period in the last 2 (two) financial years (if any), consisting at least: 1. Outstanding shares.

59-60

2. Market Capitalization.

59-60

3. Highest, lowest, and closing share price.

59-60

4. Traded share volume.

59-60

5. Traded volume.

59-60





Glossary


Subject and Explanation

Page

In the event of corporate actions such as stock split, reverse stock, stock

-

No. 3.


dividend, bonus share, and par value decrease, share price information referred

4.

to in point (2) should then include explanation concerning among others: 1. Date of corporate actions.

-

2. Ratio of stock split, reverse stock, stock dividend, share bonus, and decrease

-

in par value. 3. Amount of outstanding shares before and after corporate actions.

-

4. Share prices before and after corporate actions.

-

In the event that the company’s share trade is suspended during the year

-

reported, the Annual Report should then include explanation concerning the 5.

reason for such suspension. In the event that such suspension referred to in point (4) still goes on when

-

the Annual Report is published, the Issuer of Public Company should then also III.

IV.

explain the actions carried out by the company in solving the matter.. Board of Commissioners’ Report

82-89

Report from the Board of Commissioners contains at least the following: 1. Assessment on the performance of the Directors in managing the company.

86

2.

View on the prospects of the company’s business established by the Directors.

88

3.

Changes in the composition of the Board of Commissioners and reasons for

85

such changes (if any). Directors’ Report

92-97

Report from the Directors contains at least the following: 1. The company’s performance, consisting of among others strategic policies,

94

comparison between achievement of results and targets, and challenges faced

V.

2.

by the company. Description of business prospects.

96

3.

Implementation of Good Corporate Governance.

96

4.

Changes in the composition of the Board of Directors and reasons for such

97

changes (if any). Company Profile

13-50

Company profile contains at least the following: 1. Name, address, telephone number, facsimile number, email, and website of the

13

company and/or its branch or representative offices, which enable people to 2.

acquire information on the company. Brief history of the company.

16

3.

The company’s business activities in accordance with the latest Articles of

17

4.

Association, and the products and/or services produced. Organizational structure of the company presented in the form of a chart, at

24

5.

least to one level below the Directors, stating name and job title. Company’s Vision and Mission.

30

6.

Profile of the Board of Commissioners, consisting of:

90-91


3




Highlights 2014

Management Report



No. 1. Name.

2. Employment record, work experience, and legal basis of being appointed at


Page 90 90-91, 232

the Issuer of Public Company for the first time, as stipulated in the Official Report of GMS Resolutions. 3. Educational background.

7.

90-91

4. Brief explanation on types of training participated in the fiscal year in order

243

to improve competencies of the Board of Commissioners (if any). 5. Disclosure of affiliated relation with members of the Directors, other

237

members of the Board of Commissioners and the shareholders (if any). Profile of the Directors, consisting of: 1. Name. 2. Employment record, work experience, and legal basis of being appointed at

98-99 98, 246 98-99, 245

the Issuer of Public Company for the first time, as stipulated in the Official Report of GMS Resolutions. 3. Educational background.

8.

98-99

4. Brief explanation on types of training participated in the fiscal year in order

248

to improve competencies of the Directors (if any). 5. Disclosure of affiliated relation with other members of the Directors and the

237

shareholders (if any). In the event of a change in the composition of the Board of Commissioners

-

and/or Directors taking place after the fiscal year until the deadline of Annual Report submission as referred to in point (1) letter a, management composition stated in the Annual Report is then the composition of the Board 9.

of Commissioners and/or Directors both the latest and the previous one. Number of employees and description of competency development, e.g. employees training and education.

10. Description of Shareholders and ownership percentage at the end of fiscal year.

32-33, 188-207 62-65

Information includes among others: 1. Name of shareholders having 5% or more shares.

65

2. Directors and Board of Commissioners who own shares.

65

3. Group of public shareholders each having less than 5% (five percent) share

65

11.

ownership. Information concerning major and controlling shareholder, both direct and

63

12.

indirect, until the individual owner, presented in the form of scheme or diagram. Names of subsidiaries, associated companies, joint ventures in which Issuer of

34-43

Public Company owns control with the entities, along with the percentage of share ownership, line of business, and operating status of such companies (if 13.

any). For subsidiaries, information on company address should be added. Chronology of shares listing, changes in the number of shares from the

62

beginning of listing up to the end of the financial year and name of Stock Exchange where company shares are listed (if any). 14. Chronology of other securities listing and rating of the securities (if any).

63

15.

50

Name and address of rating agency (if any).

16. Names and addresses of institutions and/or capital market supporting

50

professionals. In the event that capital market supporting professionals provide services periodically to the Company, there should be information on services 17.

provided, fees and period of assignment. Award and certification received by the company, both national and international scale during the fiscal year (if any).

4


74-79




Glossary



No. VI.


Page


100-171

Annual Report must contain discussion and analysis of Financial Report and other significant information by emphasizing material changes taking place during the year under review. It should contain at least: 1. Operational review by business segment in accordance with the industry.

2.

106-132

Description includes among others: 1. Production, which includes process, capacity and its development.

106-132

2. Revenue.

106-132

3. Profitability.

106-132

Analysis on comprehensive financial performance including a comparison

133-171

between the financial performance of the current year and that of the previous year, explanation on the causes of such changes and their impact, which among others includes: 1. Current assets, non-current assets, and total assets.

133

2. Short-term liabilities, long-term liabilities, and total liabilities.

143

3. Equity.

151

4. Revenue, expenses and profit (loss), other comprehensive revenue and

153-160

comprehensive income (loss). 5. Cash flows.

161

3.

Capability to pay debts by presenting relevant ratio.

163

4.

The company’s collectable accounts receivable by presenting relevant ratio.

163

5.

Capital structure and Management’s policies on the capital structure.

164

6.

Discussion on material ties for the investment of capital goods with explanation

165

concerning the purpose of such ties, sources of funds expected to fulfill the said ties, currency of denomination and steps taken by the company to protect 7.

the position of related foreign currency against risks. Material information and facts occurring after the date of accountant’s report.

165

8.

The company’s business prospects in relation to the industry, economy in

165

general, and international market, which may be accompanied with supporting 9.

quantitative data from reliable data sources. Comparison between target/projection at the beginning of fiscal year and

164

the realization, which includes revenue, profit, capital structure, and other information deemed necessary by the Company. 10. Target/projection of the Company within the next one year at the longest,

165

which includes revenue, profit (loss), capital structure, dividend policy, and 11.

other information deemed necessary by the Company. Marketing aspects of the company’s products and services, including among

166

12.

others marketing strategies and market share. Dividend policy along with the date and amount of dividend per share (cash

166

and/or non-cash) and amount of dividend per year announced or paid during 13.

the past 2 (two) years. Use of Proceeds from public offering:

167

1. In the event that during the fiscal year reported, the Company is obliged

167

to submit Report on Realization of Use of Proceeds, then Annual Report should disclose accumulated realization of use of proceeds until the end of the fiscal year. 2. In the event that there is a change in the use of proceeds as stipulated in

-

Regulation No. X.K.4, the Company should then explain such change.


5




Highlights 2014

Management Report



No.

14. Material information concerning, among others investment, expansion,


Page 169

divestment, merge, acquisition, debt/capital restructuring, affiliated transaction, and transaction with conflict of interests, taking place during the fiscal year (if any). Information includes: 1. Date, value and object of transaction.

15.

169

3. Nature of affiliated relation (if any).

169

4. Explanation of fairness of transaction.

169

5. Compliance with related rules and regulations.

169

Description of changes in regulation which have a significant effect on the

170

company and its impacts on the financial report (if any). 16. Changes in the accounting policy, rationale and impacts on the financial VII.

169

2. Name of transacting parties.

statement (if any). Corporate Governance

170 208-349

Corporate governance of the company contains description consisting of at least the following: 1. Board of Commissioners, consisting of among others:

232-244

1. Description of responsibility of the Board of Commissioners.

233

2. Disclosure of procedures, basis of decision, and amount of remuneration for

241

members of Board of Commissioners. 3. Disclosure of company policies and the implementation on frequency

239

of Board of Commissioners meetings, including joint meetings with the Directors, and attendance of members of Board of Commissioners in such 2.

meetings. Directors, consisting of among others:

245-252

1. Scope of work and responsibility of each member of the Directors.

246

2. Disclosure of procedures, basis of decision, and amount of remuneration for

250

members of Directors, along with the relation between remuneration and company performance. 3. Disclosure of company policies and the implementation on frequency

249

of Directors meetings, including joint meetings with the Board of Commissioners, and attendance of members of Directors in such meetings. 4. Resolutions of GMS of the previous year and the realization during the

225-231

fiscal year, along with reasons in the event that there is a resolution not yet realized. 5. Disclosure of company policies on performance assessment of members of 3.

Directors (of any). Audit Committee, consisting of among others: 1. Name.

6

244 257-263 257

2. Employment record, work experience, and legal basis of appointment.

258, 263

3. Educational background.

258, 263

4. Period of service of Audit Committee members.

257, 263

5. Disclosure of independence of Audit Committee.

259






Glossary



Page

6. Disclosure of company policies and the implementation on frequency

260

No.

of Audit Committee meetings and the attendance of Audit Committee members in such meetings. 7. Brief description activities carried out by Audit Committee during the fiscal 4.

year based on what is stated in Audit Committee Charter. Other committees the Issuer or Public Company has in order to support

261 264-269

the function and tasks of Directors and/or Board of Commissioners, such as Nomination and Remuneration Committee, consisting of among others: 1. Name.

264-269


264-269

3. Educational background.

264-269

4. Period of service of committee members.

264-269

5. Disclosure of company policies on independence of committee members.

264-269

6. Description of the tasks and responsibilities.

264-269

7. Disclosure of company policies and the implementation on frequency of

264-269

committee meetings and the attendance of committee members in such meetings. 8. Brief description activities carried out by committee during the fiscal year. 5.

Description of tasks and function of the Corporate Secretary. 1. Name. 2. Employment record, work experience, and legal basis of appointment. 3. Educational background. 4. Period of service of Corporate Secretary.

6.

271

the fiscal year. Description of company’s Internal Auditing Unit.

273 279 274, 279

3. Qualification/certification as an Internal Audit (if any).

273

4. Structure and position of Internal Auditing Unit.

274

5. Tasks and responsibilities of Internal Auditing Unit in accordance with that

276

stipulated in Internal Auditing Unit Charter. 6. Brief description of tasks implementation of Internal Auditing Unit during

277

the fiscal year. Description of internal control system implemented in the company, consisting

278-279

of at least: 1. Operational and financial control, along with compliance with other

278-279

prevailing rules and regulations. 2. Review on effectiveness of internal control system.

279

Risk management system implemented in the company, consisting of at least:

280-293

1. General description of risk management system of the company.

280-282

2. Types of risks and efforts to manage such risks. 9.

272 272 272


8.

270 272

5. Brief description of tasks implementation of Internal Auditing Unit during

1. Name.

7.

264-269

285

3. Review on effectiveness of the company’s risk management system.

288-293

Material litigation faced by the Issuer or Public Company, subsidiaries, present

293-299

members of the Board of Commissioners and Directors, including among others:


7




Highlights 2014

Management Report



No.


Page

1. Material of the case/claim.

293-299

2. Status of settlement of case/claim.

293-299

3. Impacts on the financial condition of the company.

293-299

10. Information on administrative sanctions to Issuer or Public Company, members

299

of the Board of Commissioners and Directors, by capital market authority and 11.

12.

other authorities during the fiscal year (if any). Information on code of ethics and corporate culture (if any) consisting of:

300-304

1. Main points of code of ethics.

300

2. Main points of corporate culture.

303

3. Form of socialization of code of ethics and its enforcement efforts.

300-304

4. Disclosure of code of ethics is applied to the Board of Commissioners,

300-304

Directors and employees of the company. Explanation on employees and/or Management share ownership program

305

carried out by Issuer or Public Company, including among others amount, period of time, requirements for eligible employees and/or Management, and 13.

exercise price (if any). Explanation on Whistleblowing System at the Issuer or Public Company to

306-310

report misconducts causing potential loss to the company or the stakeholders (if any), consisting of among others: 1. Means of submitting the report on misconducts.

308

2. Protection for whistleblower.

309

3. Party managing whistleblowing.

306

4. Results of whistleblowing handling. VIII. Corporate Social Responsibility 1.

310 314-349

Discussion on corporate social responsibility consisting of policies, types of

314-349

programs, and cost, in relation of the aspects of among others: a. Environment, such the use of environmentally friendly and recyclable

318

material and energy, the company’s waste management system, b.

certification in the field of environment, etc. Labor practices, occupational health and safety, such as equality in gender

320

and work opportunity, work facility and safety, employees turnover, level c.

work accident, training, etc. Social and community development, such as the use of local work force,

331

empowerment of the company’s surrounding community, improvement of d.

social facilities and infrastructure, other forms of donations, etc. Product responsibility, such consumers’ health and safety, product information, facilities for customers complaints, number of complaints and

2.

complaints handling, etc. Issuer or Public Company may disclose information referred to in point (1) as part of the Annual Report or in a separate report, such as submitted at the same time as Sustainability Report or Corporate Social Responsibility Report.

8


343




Glossary



No. IX.


Page

Audited Financial Report

353

The Financial Report contained in the Annual Report should be presented in

353

accordance with Financial Accounting Standard in Indonesia and has been audited by Accountant. The said Financial Report should contain statement regarding responsibility on the Financial Report in compliance with Regulation No. VIII.G.11 or X.

Regulation No. X.E.1. Signatures of the Board of Commissioners and Directors 1.

Annual Report should be signed by all members of the present Board of

350-351 ü

2.

Commissioners and Directors. The signatures stated in number (1) are presented a separate page in the

-

Annual Report and the said separate page should state that members of the Board of Commissioners and Directors are fully responsible for the accuracy of Annual Report. The separate page is in accordance with Form No. X.K.6-1 of the 3.

Attachment of this Regulation. In the event that a member of the Board of Commissioners or Directors does

-

not sign the Annual Report, s/he must present a written explanation in a 4.

separate letter stating the reason and it is to be attached to the Annual Report. In the event that member of the Board of Commissioners or Directors not

-

signing the Annual Report does not provide written explanation, written explanation in a separate letter from the other members should then be presented by members of the Board of Commissioners or Directors signing the Annual Report and it is to be attached to the Annual Report.


9

208


Profile of the Corporate Company Governance


Highlights 2014

Management Report



Contents


100

General Review

103

Review on the Company’s Performance Compared with Toll Road Industry

104

The Company’s Business Activities

106

Operational Review by Business Segment

106

Jasa Marga Business Segment

100


Basis of Implementation of Jasa Marga Business Segment Business Segment of Toll Road Operation Executive Summary of Operation Director, Hasanudin Business Segment of Non-Toll Road Business Development Comprehensive Analysis of Financial Performance

80 Management Report

Corporate Social

314 Responsibility

Connectivity for Driving Growth

1

Cross Reference to Bapepam-LK Regulation No. X.K.6

2

Table of Contents

10


13


14

Jasa Marga at a Glance

14

Jasa Marga’s Milestones

14

Jasa Marga in Brief

16

Business Activities

17

Development of Toll Road Industry in Indonesia Development of Jasa Marga’s Business Vision & Mission, Values and Logo of the Company

17 18

Financial Highlights 2010-2014

56

Operational Highlights 2010-2014

58

Stocks Highlights

59

Bonds Highlights

61

24

Jasa Marga Key Personnel

26

Human Capital Profile

32

133 133

Liabilities

143

Equity

151

Consolidated Statements of Comprehensive Income

152

Operating Revenues

153

Operating Expenses

156

Operating Income

157

Income for the Year

159

Other Comprehensive Revenues

159

Comprehensive Income for the Year

160

Consolidated Statements of Cash Flows Solvability and Collectability of Receivables

161 161 163

Capital Structure

164

Capital Structure Policy

164

Investment in Capital Goods

164

68 74

Cash Dividend Policy and Payment

166

Management Report

80

Use of Proceeds

167

Board of Commissioners Report Composition of the Board of Commissioners Work Program of the Board of Commissioners Assessment on Performance of the Directors View on Business Prospect Established by the Directors Assessment on Performance of the Committees under the Board of Commissioners

34 34

63 65 65

82 84 84 86 88 89

Profile of Board of Commissioners

90

Associated Companies

42

Directors Report

92

Analysis of Performance of the Company Performance Achievement of the Company

44 48

Obstacles Faced by the Company Future Prospect of the Company’s Business Sustainable Implementation of Corporate Governance

50 53

Corporate Social Responsibility Changes in the Composition of the Directors Profile of Directors

10

130

Awards and Certifications

62

35


127

Significant Events 2014

Chronology of Jasa Marga Shares Listing and Bonds Issuance Composition of JSMR Shares Ownership Shares Ownership of Board of Commissioners, Directors and Employees Twenty Largest Shareholders and Bondholders

Subsidiaries Areas of Operation and New Toll Road Projects Address of Branch Offices, Subsidiaries and Associated Companies Supporting Institutions and Professionals

112

Comparison of 2014 Target and 2014 Realization Target/Projection to Achieve Next Year Material Ties for the Investment in Capital Goods Material Information Subsequent to the Date of Accountant’s Report Business Prospect and Conditions of the Industry and Economy Marketing Strategies and Market Share

20

Organizational Structure

Major Shareholder, Subsidiaries and Associated Companies Jasa Marga Group Corporate Structure

56

107

Assets

Profitability Ratio

Highlights 2014

106


Material Increase/Decrease in Net Revenues in Relation to Sales Volume or New Services Material Information on Investment, Expansion, Divestment and Acquisition and Debt/Equity Restructuring Information on Material Transaction with Conflict of Interest and/or Related Parties Transaction Changes in Legislation Significantly Affecting the Company Changes in Accounting Policies Significantly Affecting the Company Executive Summary of Finance Director, Reynaldi Hermansjah

94


94

Development of Toll Road Business

95 96 96 96 97 98

Development of Non-Toll Road Business Executive Summary of Business Development Director, Abdul Hadi Hs.

164 165 165 165 165 166

169

170

170 170 170 171 172 176 184 185





188

Transformation of Human Capital

191

Organizational Improvement

192

Manpower Planning and Recruitment

194

Employees Performance and Competency Development Employees Performance Management System

195 197

Employees Career Development

199

Employees Welfare

201

Industrial Relations Management

203

Management of Post-Employment Program Management of Outsourced Employees Employees Productivity Awards Related to Human Capital Management Management of Human Capital Transformation

204 205 205 205 206

Cost for Human Resources

206

Executive Summary of Human Capital and General Affairs Director, Muh Najib Fauzan

207

Corporate Governance Jasa Marga Commitment to GCG Implementation Objectives of GCG Implementation at Jasa Marga Legal Basis of GCG Implementation at Jasa Marga Results of GCG Implementation Assessment Structure, Policy and Mechanism of Corporate Governance Implementation

208 211 212 213 216 221

General Meeting of Shareholders

225

Board of Commissioners

232

Composition of the Board of Commissioners Duties and Responsibilities of the Board of Commissioners Appointment and Dismissal of Board of Commissioners Independence of the Board of Commissioners and Independent Commissioners Affiliate Relationship and Board Membership at Other Companies Dual Positions and Conflict of Interest Work Guidelines and Orders for the Board of Commissioners (Board Charter) Board of Commissioners Meetings Procedures, Basis of Decision and Amount of Remuneration of Members of Board of Commissioners Board of Commissioners Competency Development and Training Programs Decisions of Board of Commissioners in 2014 Monitoring and Evaluation of the Follow up of Decisions of Board of Commissioners-Directors Joint Meetings in 2014 Achievement of Board of Commissioners Key Performance Indicators (KPI) 2014 Committees under Board of Commissioners Directors Requirements, Membership and Composition of Directors Duties and Responsibilities of the Directors

232 233 236 236 237 238 238 239 241

243 243

244


Work Guidelines and Orders for the Directors (Board Charter) Directors Competency Development and Training Programs

244 245 245 246

Independence of Directors

247

Directors Dual Positions

248

248 248

Directors Meetings

249

Decisions of Directors in 2014

250

Procedures, Basis of Decision and Amount of Remuneration of Members of Directors Relationship between Board of Commissioners and Directors Assessment of Board of Commissioners and Directors Diversity in the Composition of Board of Commissioners and Directors Committees Audit Committee Composition of Audit Committee Legal Basis on the Forming of Audit Committee Educational Qualification and Work Experience Tasks and Responsibilities of Audit Committee Independence of Audit Committee Audit Committee Meetings Remuneration of Audit Committee Achievement of Audit Committee Key Performance Indicators (KPI) Report on Implementation of Tasks of Audit Committee Profile of Audit Committee Business Risk and Investment Committee Composition of Business Risk and Investment Committee Legal Basis on the Forming of Business Risk and Investment Committee Tasks and Responsibilities of Business Risk and Investment Committee Independence of Business Risk and Investment Committee Business Risk and Investment Committee Meetings Remuneration of Business Risk and Investment Committee Achievement of Business Risk and Investment Committee Key Performance Indicators (KPI) Report on Implementation of Tasks of Business Risk and Investment Committee Profile of Business Risk and Investment Committee Remuneration and Nomination Committee

250 253 254

Structure and Position of Internal Audit Unit Appointment and Dismissal of Internal Audit Competency Development of Internal Audit Human Resources and Certification of Audit Profession Work Guidelines for Internal Audit Unit Code of Ethics for Internal Auditors

273 273 274 274 274 275 276

Audit Results of Internal Audit Unit

277

257

Other Audit Supporting Activities

277

257 258 258 259 260 261 261

Internal Audit Unit Performance Evaluation Internal Control System of the Company Socialization of Corporate Internal Control System (SPIP) Framework Review on Effectiveness of Corporate Internal Control System (SPIP) Profile of Head of Internal Audit Risk Management Report Develoment of Jasa Marga Risk Management Risk Management Policies

261 263 264 264

Risk Management Governance Structure The Company’s Risks and Managing Them Implementation of Risk Management Work Programs in 2014 Profile of VP Risk and Quality Management

264

Material Litigation

264

Information on Administrative Sanctions Code of Conduct and Corporate Culture

265 265 265 265

266 268 269

269

Corporate Governance Committee

269

Profile of Corporate Secretary

Qualification of Internal Audit Unit

257

Profile of Remuneration and Nomination Committee

Organizational Structure of Corporate Secretary Implementation of Tasks of Corporate Secretary Work Experience of Corporate Secretary Competency Development and Training Programs of Corporate Secretary

Internal Audit Unit

257

269

Profile of Corporate Governance Committee Secretary of the Board of Commissioners


Tasks and Responsibilities of Internal Audit Unit Implementation of Activities of Internal Audit Unit in 2014

256

Policies in Directors Successors

Corporate Secretary 244

Glossary

276 277

277 278 278 279 279 280 280 281 282 285 288 293 293 299 300

Code of Conduct

300

Corporate Culture

303

Shares Ownership Program for Employees and/or Management (MSOP/ESOP)

305

Equal Treatment to All Shareholders

305

Whistleblowing System

306

Procurement of Goods and Services

310

Governance of Information Technology

312

External Auditor

312


314

General Strategies and Policies

317

Ecological Responsibility

318

Labor and Occupational Health & Safety Responsibility

320

Report on Social Responsibility

331

269

Responsibility to Customers

343

270

Access to Information and Data of the Company

349


350

271

Glossary

352

272


353

270 270

272 272


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Highlights 2014

Management Report


The Company’s core business activities include performing technical planning, construction, operation and/or maintenance of toll roads; and developing the land in toll roads’ right of way (ROW) areas and the land adjacent to toll roads’ ROW for rest and services areas along with the facilities and other businesses.

12







Glossary


Identity of the Company Name of the Company

Business Activities

PT Jasa Marga (Persero) Tbk.

According to the Company’s Articles of Association

Incorporated in Jakarta

stipulated in the Decision of the Minister of Law and Human Rights of the Republic of Indonesia

Head Office Address Plaza Tol Taman Mini Indonesia Indah Jakarta 13550 Indonesia Tel.: 62-21 841 3526, 841 3630 Fax.: 62-21 841 3540 Email: [email protected], [email protected]

No. AHU-20228.AH.01.02 of 2011 on Approval of Amendment of the Company’s Articles of Association, the aims and purposes of the Company are to engage in performing and supporting the Government’s programs and policies in economy and national in development in general; and in the development of toll roads

Website: www.jasamarga.com

along with the supporting facilities in particular,

Center for Traffic Information and Other Services

Company. To achieve the said aims and purposes,

by implementing the principles of Limited Liability the Company performs the following business activities:

JMTIC (Jasa Marga Traffic Information Center)

Core Business Activities

62-21 8088 0123

1. Performing technical planning, construction,

Date of Establishment

2. Developing the land in toll roads’ right of way

operation and/or maintenance of toll roads.

01 March 1978

(ROW) areas and the land adjacent to toll roads’ ROW for rest and services areas along

Legal Basis of Establishment Government Regulation No. 04 of 1978

with the facilities and other businesses, either solely or in cooperation with other parties. Supporting Business Activities 1. The field of property development in areas

Authorized Capital Rp 9.52 trillion

near toll road corridor. 2. The field of services development for businesses related to modes/means of

Issued & Fully Paid Capital Rp 3.4 trillion

transportation, distribution of liquid/solid/ gas material, information facility network, technology and communication, in relation to toll road corridor.

Ownership

3. The field of trade and services for

Government of the Republic of Indonesia 70%

construction, maintenance and toll road

Public 30%

operation.

Share Listing Information Stock Exchange : IDX, quote JSMR since 12

November 2007

Bloomberg

: JSMR IJ

Reuters

: JSMR.JK


13




Highlights 2014

Management Report



Profile of the Company Jasa Marga at a Glance Jasa Marga’s Milestone

1978

1983

1984

1986

• Jasa Marga was established

Semarang Toll Road

with the scope

started to operate.

• Jakarta-Tangerang

of business to

Toll Road started to

manage, maintain

operate. • Prof. Dr. Ir.

and provide toll road network. • Jagorawi as the first toll road in

• Surabaya-Gempol Toll Road started to operate. • Belmera (Belawan-

Sedyatmo Toll

Medan-Tanjung

Road started to

Morawa) Toll Road

operate.

started to operate.

Indonesia started to operate.

2003

2004

2006

2007

2008

Cipularang (Cikampek-

The authorization

Purwakarta-

function is returned

Padalarang) Toll

to the Government

Road started to

(Department of

operate.

Public Works c.q. Indonesian Toll Road Authority – Badan Pengatur Jalan Tol/ BPJT).

The signing of Toll Road

• The change in Jasa

Concession Agreement

Marga Logo signifying

(Perjanjian Pengusahaan

the Company’s

Jalan Tol/PPJT) of

Modernization and

Bogor Outer Ring Road,

Transformation.

Semarang-Solo, Gempol-

• Jasa Marga became a

Pasuruan, Gempol-

public company through

Pandaan, JORR W2 North,

the Initial Public Offering

Surabaya-Mojokerto and 13

(IPO) by listing its shares

toll road sections operated

at the Indonesia Stock

by the Company.

Exchange. • The integration of JORR Toll Road from UlujamiCilincing.

14


The signing of KunciranSerpong Toll Road Concession Agreement.





Glossary

1998

1991

1990 1987


1988 Palikanci

Jakarta Outer Ring • Government began to provide the opportunity for private parties to

Jakarta-Cikampek Toll Road started to operate.

• Padaleunyi (Padalarang-

(Section S Pondok

Cileunyi) Toll Road

Pinang-Lenteng

started to operate.

Agung) started to

• JORR Toll Road

participate in the provision

(Palimanan-

Road Toll Road

Kanci) Toll Road started to operate.

operate.

(Section E Cakung-

of toll roads through Build,

Cikunir) started to

Operate and Transfer

operate.

(BOT) system with Jasa Marga. • Jasa Marga started the operation of Jakarta Inner Ring Road Toll Road in

2014

stages.

2009

2011

2012

2013

• The Start of operation of • Surabaya-Mojokerto • Bogor Outer Ring

Toll Road (Section

Road Toll Road

1A Waru-Sepanjang)

(Section 1 Sentul

and Semarang-Solo

Selatan-Kedung

Toll Road (Section 1

Halang) started to

Semarang-Ungaran)

operate.

started to operate.

• e-Toll Card started to be implemented. • The signing of Cengkareng-Kunciran

• The signing of Nusa Dua-Ngurah Rai-Benoa Toll Road Concession Agreement.

e-Toll Pass

Nusa Dua-

started to be

Ngurah Rai-

implemented.

Benoa (Bali Mandara) Toll Road and JORR W2 North Toll Road (Kebon Jeruk-Ciledug Section) started to operate.

Semarang-Solo Toll Road (Section 2 Ungaran-Bawen), Bogor Outer Ring Road Toll Road (Section 2A Kedung Halang-Kedung Badak) and JORR W2 North Toll Road (Section Ciledug-Ulujami). • Jasa Marga won the tender for the concession of MedanKualanamu-Tebing Tinggi Toll Road.

Toll Road Concession Agreement.


15




Jasa Marga in Brief

Highlights 2014

Management Report



The Company was established based on the Deed No. 1 dated 01 March 1978, under the name of, “PT Jasa Marga (Indonesia Highway Corporation)”, which was

Basis of Establishment

then changed based on the Deed No. 187 dated 19 May

To support the economic growth, Indonesia needs

1981 and the name of the Company was changed into

reliable road network. PT Jasa Marga (Persero)

“PT Jasa Marga (Persero)”, both made before Kartini

Tbk. was formed based on Government Regulation

Muljadi, SH., then Notary in Jakarta.

No. 04 of 1978 on the State Capital Participation of

16

the Republic of Indonesia in the establishment of a

The Company’s Articles of Association have been

State-Owned (Persero) in the fields of management,

amended several times and the most recent

maintenance and provision of toll road network,

amendment has been announced in the Supplement

along with its business regulations (State Gazette

No. 27404 to the State Gazette of the Republic of

No. 04 of 1978 in conjunction with the Decree of

Indonesia dated 12 December 2008 No. 100 and

the Minister of Finance of the Republic of Indonesia

was last amended based on Deed of Resolutions of

No. 90/KMK.06/1978 on the Decision of the Capital

No. 33 dated 05 April 2011 made before Notary Ny.

of Perusahaan Perseroan (Persero) PT Jasa Marga

Poerbaningsih Adi Warsito, SH., Notary in Jakarta as

dated 27 February 1978).

approved by the Minister of Law and Human Rights






of the Republic of Indonesia through its Decree No. AHU-20228.AH.01.02 year 2011 dated 21 April 2011, and was last amended in accordance with the Deed

Glossary


1. Performing technical planning, construction, operation and/or maintenance of toll roads. 2. Developing the land in toll roads’ right of way

of Resolutions of Extraordinary General Meeting

(ROW) areas and the land adjacent to toll roads’

of Shareholders No. 95 dated 21 June 2012, made

ROW for rest and services areas along with the

before Ny. Poerbaningsih Adi Warsito, SH., Notary in

facilities and other businesses.

Jakarta and has obtained acknowledgement letter from Directorate General Public Law Administration

The above business activities are carried out through

of the Ministry of Law and Human Rights No. AHU-

the process of planning, building, operating and

AH.01.10-25313 dated 10 July 2012.

maintaining toll roads along with the facilities so that toll roads are able to function as highway providing

In accordance with the resolutions of the

more benefits compared to the non-toll roads.

Extraordinary General Meeting of Shareholders convened on 12 September 2007 regarding the

Based on its Articles of Association, the Company

changes in the Company’s Articles of Association

also conducts the following supporting business

with regards to Initial Public Offering, including

activities:

the increase in authorized capital, issued and

1. Developing property in areas near toll road

fully paid capital; the changes in par value and the classification of share; the change in the

corridor. 2. Developing services for businesses related to

Company’s status from a private company to

modes/means of transportation, distribution

become a public company; and the change in the

of liquid/solid/gas material, information facility

name of the Company to become Perusahaan

network, technology and communication, in

Perseroan (Persero) PT Jasa Marga (Indonesia Highway Corporatama) Tbk. or PT Jasa Marga

relation to toll road corridor. 3. Developing the fields of trade and services

(Persero) Tbk., the decision of the changes in the

for construction, maintenance and toll road

Company’s Articles of Association was stated in

operation.

the Deed No. 27 dated 12 September 2007 from Notary Ny. Poerbaningsih Adi Warsito SH. The deed was approved by the Minister of Law and Human Rights of the Republic of Indonesia through the Decree of No. W7-10487 HT.01.04-TH.2007 dated 21 September 2007. Changes in the Company’s Name Apart from the changes of its name due to the change of its status to become a public company, the name of the Company has never been changed.

Development of Toll Road Industry in Indonesia 1978 The history of Indonesian toll road industry began when the country’s first toll road Jagorawi officially began to operate in 1978. The construction of Jagorawi Toll Road connecting Jakarta-Bogor-Ciawi was completed by the Government by using state’s budget and foreign loan handed over to PT Jasa

Business Activities

Marga (Persero) Tbk. as equity participation.

According to Article 3 of the Company’s Articles of

1980

Association, the aims and purposes of the Company are to engage in performing and supporting the Government’s programs and policies in economy and national in development in general; and in the development of toll roads along with the supporting

At the end of the ‘80s, the Government of Indonesia began to include private sectors to participate in toll road development through the Build, Operate and Transfer (BOT) mechanism.

facilities in particular, by implementing the principles of Limited Liability Company. To achieve the above aims and purposes, the Company performs the following activities:


17




Highlights 2014

Management Report



2004

Since then, toll road operation and development

The issuance of Law No. 38 of 2004 on Road

is based on investment concept and as an

replacing Law No. 13 of 1980, along with the issuance

investor, the Company will invest in toll roads that

of Government Regulation No. 15 giving more

are financially feasible in accordance with the

specific regulations on toll roads have brought

concession period. To get new toll road concession

changes in toll road business mechanism, which

also requires the forming of new business entity.

among others include the forming of the Indonesian

Toll road concession may be acquired in three

Toll Road Authority (Badan Pengatur Jalan Tol

ways, i.e. by participating in tender held by the

– BPJT) as the regulator of toll road industry in

Government, by acquiring/increasing ownership

Indonesia, as well as the decision of toll tariff by the

at potential toll road sections and by unsolicited

Minister of Public Works along with the adjustment

mechanism in which the Company propose to the

every two years based on inflation.

Government toll road section that is not included in the Government’s plan.

Development of Jasa Marga’s Business At an earlier stage of its establishment, besides functioning as operator, Jasa Marga also had the responsibility as the toll road authority in the country. Until 1987, Jasa Marga was the only toll road operator in Indonesia and its development is financed by the Government with fund deriving from foreign loan and the issuance of Jasa Marga bonds. As the country’s first toll road operated by the Company, Jagorawi (Jakarta-Bogor-Ciawi) Toll Road that is operated since 1978 serves as the milestone in the development of toll road industry in Indonesia. In the 90s, the Company’s role is more on the authority, facilitating private investors most of whom failed to realize their project. The toll roads that were taken over by the Company include JORR (Jakarta Outer Ring Road) and Cipularang. The issuance of Government Regulation No. 15 giving more specific regulations on toll roads have brought changes in toll road business mechanism, the authorization function is given back from the Company to the Government. Consequently, the Company fully functions as a toll road operator and developer that requires concession license from the Government.

To support the expansion and development of the Company, since 2007, the Company has become a public company and has been listed at Indonesia Stock Exchange (IDX) – previously Jakarta Stock Exchange (JSX), when the Government sold its 30% shares to public on 12 November 2007. Development of Toll Road Business Through the Toll Road Concession Agreement (Perjanjian Pengusahaan Jalan Tol – PPJT) signed on 07 July 2006, 13 toll road sections operated by the Company have a concession period of 40 years effective from 01 January 2005, with an exception of PPJT of JORR Section S, which in 2013, Jasa Marga was appointed temporary operator based on the Decision of the Minister of Public Works No. 80.1/ KPTS/M/2013 on Temporary Operation of Jakarta Outer Ring Road Toll Road Section Pondok PinangJagorawi (JORR S). As the Company continues to grow, the Company constantly makes the efforts to add its ownership of new toll road concessions. In 2006, the Company signed the Concession Agreement for six (6) toll roads, i.e. Bogor Outer Ring Road, Semarang-Solo, Gempol-Pasuruan, Gempol-Pandaan, JORR W2 North and SurabayaMokojerto whose concessions are held by PT Marga Sarana Jabar, PT Trans Marga Jateng, PT Transmarga Jatim Pasuruan, PT Jasamarga Pandaan Tol, PT Marga Lingkar Jakarta, and PT Marga Nujyasumo Agung, respectively.

18






In addition to continuously adding more new toll road concessions, Jasa Marga also increases its ownership at the Subsidiaries, holder of toll road concession. In 2009, the Company increased its shares ownership and became the major shareholder in PT Marga Kunciran Cengkareng, holder of Cengkareng-Kunciran Toll Road concession; PT Marga Trans Nusantara, holder of Kunciran-Serpong Toll Road concession; PT Marga Nujyasumo Agung, holder of Surabaya-Mojokerto Toll Road concession.

Glossary


In addition to continuously adding more new toll road concessions, Jasa Marga also increases its ownership at the Subsidiaries, holder of toll road concession

In 2011, Jasa Marga increased its shares ownership in PT Jasamarga Pandaan Tol, which is the concession holder of Gempol-Pandaan Toll Road and becomes the major shareholder by acquiring the shares from existing shareholder. Furthermore, together with

Development of Non-Toll Road Businesses

a consortium of four (4) SOEs, local Government-

Apart from toll road business, the Company also

owned enterprise, and Local Government, the

conducts several non-toll road business activities

Company was appointed developer of Nusa Dua-

intended to enable the synergy and maximize the

Ngurah Rai-Benoa Toll Road project in Bali.

development of the Company’s assets. The said activities are strengthened by establishing two

In 2014, together with a consortium of three

subsidiaries, namely PT Jasa Layanan Pemeliharaan

(3) SOEs, the Company won the tender for the

(JLP), previously known as PT Sarana Marga Utama

concession of Medan-Kualanamu-Tebing Tinggi Toll

founded in 1988 and was acquired in 2010 to work

Road. Therefore, through the Subsidiaries formed by

in the field of construction, trading and car rental

the Company in cooperation with several business

services; and PT Jasamarga Properti founded

partners, with the Company having majority

in 2013 to work in the field of property related

ownership of more than 51%, until the end of 2014,

services, trading and development. At the two said

the Company has ten (10) new toll road sections of

subsidiaries, the Company is the major shareholder.

273 km. Based on the types of business, the Company’s main Through nine (9) Branches and eleven (11) toll road

income derives from the toll payment of vehicles

Subsidiaries, the Company is the concession holder

passing its toll roads (toll revenues) and non-toll

of 23 toll road sections, 18 of which, representing

revenues consisting of revenues from land rent,

576 km, are already operated, including four new toll

advertisements, rest areas, operation of other party’s

roads that are operated in stages, i.e. Bogor Outer

toll road and maintenance services.

Ring Road Toll Road, Section Sentul Selatan-Kedung Badak (5.8 km); Semarang-Solo Toll Road, Section Semarang-Bawen (23.10 km); Surabaya-Mojokerto Toll Road, Section Waru-Sepanjang (2.30 km); and those fully operated, i.e. Nusa Dua-Ngurah RaiBenoa Toll Road (10.00 km) and JORR W2 North Toll Road (7.70 km). As of 31 December 2014, the Company has therefore dominated the market share by operating 72% of the total length of toll roads (in km) in Indonesia.


19




Highlights 2014

Management Report



Vision & Mission, Values and Logo of the Company The formulation of the Company’s Vision, Mission, and Values was carried out by involving the entire related parties, which include among others: the Board of Commissioners, Directors, and employees, while bearing in mind the interests of the Stakeholders.

The Vision, Mission and Values of the Company have been approved by the Board of Commissioners and Directors following the Decision of the Directors No. 50/KPTS/2013 dated 01 March 2013 on Vision, Mission and Values of the Company. Stages in Setting the Vision, Mission and Values of the Company 1. Directors evaluate the Company’s achievements of performance and internal strength. 2. Directors evaluate the strategic changes in the Company’s external surroundings and consider future business opportunities. 3. Directors evaluate and identify the needs and expectations of the stakeholders. 4. While considering Internal Strengths and External Opportunities as well as stakeholders expectations, Directors formulize the Vision, Mission and Values of the Company. 5. The Vision, Mission and Values are then submitted to and evaluated by the Board of Commissioners to be decided and agreed together by both the Board of Commissioners and the Directors. 6. Directors decide the Company’s Vision, Mission and Values through Decision Letter of the Directors. The Board of Commissioners and Directors periodically every year evaluate the accomplishment of the Company’s Vision and Mission.

Stages of Setting the Vision and Mission of the Company

NEEDS AND EXPECTATIONS OF STAKEHOLDERS

DIRECTORS AND BOARD OF COMMISSIONERS

VISION AND MISSION

STRATEGIC CHANGES IN EXTERNAL SURROUNDING AND BUSINESS OPPORTUNITIES

20


ACHIEVEMENTS OF THE COMPANY’S PERFORMANCE AND INTERNAL STRENGTHS





Glossary


Vision & Mission of the Company To provide clarity of direction and enable unifying focal point, the Company reviewed its Vision by evaluating its strength and business opportunities in the long term for both toll road and non-toll road businesses. The Vision of the Company is as follows:

2017 Vision

To become a leading company in the development and operation of toll roads in Indonesia.

2022 Vision

To become one of the leading companies in Indonesia.

Leading Company is defined with the following characteristics: • Having relatively high financial soundness in the industry and providing long-term investment value. • Becoming market leader in the industry. • Constantly making innovation in order to provide excellent quality of products and services. • Having social responsibility to the community and environment. • Having qualified Management • Becoming role model in Human Capital management to other companies and being chosen as the place for having a career by talented people. In formulizing its Mission, the Company reevaluated its Reason for Being, and Fundamental Purpose, while communicating the Value of the Company. The Mission of the Company is as follows:

Mission

1. Accelerating Toll Road Development. 2. Providing Efficient and Reliable Toll Roads. 3. Enhancing the Efficiency in the Distribution of Goods and Services. The Company’s Mission bears the meaning that the Company consciously understands its existence in performing its business activities as toll roads developer and operator, the Company has duties to realize the Acceleration of Toll Road Development to support economic growth program launched by the Government. In addition, the Company also understands that the existence of toll roads operated by the Company needs to benefit the toll road users requiring efficient and reliable toll roads as well as free-flowing distribution of goods and services.


21




Highlights 2014

J

Management Report


S

JUJUR (TRUSTWORTHY) Jasa Marga is committed to always being TRUSTWORTHY, fair, transparent and free from conflict of interests in carrying out its business activities.

SIGAP (AGILE)

Jasa Marga is AGILE in providing services to the customers and other stakeholders by being concerned and proactive while constantly staying prudent.

Logo of the Company 1978 - 1993

1993 - 2007

Transformation of the Company’s Logo 22



2007 - present





Glossary


Values of the Company

To run the Mission and accomplish the Vision of the Company, Jasa Marga has set Corporate Values serving as Guiding Principles in Behavior and Decision Making. Based on the review on the Corporate Values, such Values are established on the foundation of four main principles jointly recognized and developed, i.e. Jujur (Trustworthy), Sigap (Agile), Mumpuni (Qualified) and Respek (Respectful). Detailed meaning and explanation of the Corporate Values is as follows:

M MUMPUNI (QUALIFIED)

Jasa Marga is QUALIFIED in performing the duties with the basis of competency, consistency and innovation.

R RESPEK (RESPECTFUL)

Jasa Marga is RESPECTFUL to the stakeholders in creating synergy to make achievements.

Since 1978, the Company’s logo has been

as spirit and commitment. The configuration

changed twice, i.e. in 1993 and 2007.

of road forming the letter “J” (the first letter of the Company’s name) is the reflection

The Company’s logo used since 2007 shows

of the Company’s historical journey, giving

changes that reflect strong commitment

the image of the Company with increasing

to grow to become a company having the

dynamic, whereas the blue ball indicates that

images of leading, modern and professional

Jasa Marga is on its way to become a company

in the industry. The colors of blue and yellow

with global standard. The toll road services are

in the logo represent hope and future as well

continuously improved to meet such standard.


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Highlights 2014

Management Report



Organizational Structure In order to achieve the Company’s Vision and Mission as well as its business strategic plans and in accordance with the strategic policies in the field of human capital that are competence-based, the Company requires organization that classifies functions using the approaches of hard and soft competence to support the effectiveness and performance of organization.

Organizational Structure PT Jasa Marga (Persero) Tbk.

President Director ADITYAWARMAN

Operation Director

HASANUDIN

Business Development Director ABDUL HADI Hs.

INTERNAL AUDIT

Operation Management Division

Toll Road Business Development Division

AGUS PURNOMO

TARULI M. HUTAPEA

TRULY NAWANGSASI

CORPORATE SECRETARY

Maintenance Division

DAVID WIJAYATNO

AYU WIDYA KISWARI

Related Business Development Division

TOLL ROAD SUBSIDIARIES

Human Capital Strategy and Policy Division UNGGUL CARIAWAN

Human Capital Services Division

DEDI KRISNARIAWAN S.

SUTIRYA WIRIAS SASTRA

Highway and Traffic Engineering Division

General Affairs Division

CHRISTANTIO PRIHAMBODO

BRANCH OFFICES

Human Capital and General Affairs Director MUH NAJIB FAUZAN

NON TOLL ROAD SUBSIDIARIES

IBK YUDARTHA

Rest Area Business Unit LEONA ROEDHIANITASARI L.

Jasa Marga Development Center Unit IRWAN PRASETYO

*The Company’s Organizational Structure based on the Decision of the Directors No. 41/KPTS/2013 dated 01 March 2013

24






Glossary


The Company has four directorates each of which has its own functions and scope of work, as follows: 1.

Directorate of Operation through Operation Management Division carries out the management of the Company’s operational activities, such as toll collection and traffic services, whereas Maintenance Division carries out toll road maintenance activities.

2. Directorate of Business Development through Toll Road Business Development Division, Related Business Development Division, and Highway and Traffic Engineering Division carry out the management of new toll road investment activities and development of other businesses as well as the monitoring and control of Subsidiaries’ performance. 3. Directorate of Human Capital and General Affairs carries out the management and development of human resources through Human Capital Strategy and Policy

Finance Director

Division, Human Capital Services Division; and management of general affairs

REYNALDI HERMANSJAH

activities through General Affairs Division. 4. Directorate of Finance, through Corporate Planning Division, Finance Corporate Planning Division

Risk and Quality Management Division

MOHAMMAD SOFYAN

NIXON SITORUS

Finance and Accounting Division

Legal Division

ARIEF NURSETIAWAN

HELI WINARSO

and Accounting Division and Community Development Program Unit, carries out the Company’s financial planning, control and management. Beside the units mentioned above, the Company also has several others units under direct control of the President Director. Those units are Internal Audit and Corporate

Community Development Unit ENKKY SASONO A. W.

Information Technology Division D. HARI PRATAMA

Secretary. Risk and Quality Management Division, Legal Division and Information Technology Division each responsible for managing risk, technology and corporate legal; along with Branch Offices, Toll Road Subsidiaries, Non-Toll Road Subsidiaries, Rest Area Business Unit and Jasa Marga Development Center Unit are under the control of the Directors of the Company.


25




Highlights 2014

Management Report



Jasa Marga Key Personnel Head Office

David Wijayatno

AGUS PURNOMO

NIXON SITORUS

Corporate Secretary

Head of Internal Audit

VP Risk and Quality Management

Profile is available at Profile of Corporate Secretary.

Taruli M. Hutapea

Ayu Widya Kiswari

VP Operation Management

VP Maintenance

Having joined Jasa Marga since 1986, she was appointed VP Operation Management on 01 July 2012. She completed Bachelor’s Degree in Civil Engineering from University of Indonesia in 1999. Previous key positions at Jasa Marga among others include Head of Toll Collection Sub Division of Operation Management Division (2007-2008) and Head of Toll Collection System Control Sub Division of Toll Collection Division (2001-2007).

26

Profile is available at Profile of Head of Internal Audit.

Having joined Jasa Marga since 1995, she was appointed VP Maintenance on 20 January 2014. She completed Bachelor’s Degree in Transportation Civil Engineering from Sepuluh November Institute of Technology Surabaya in 1994. Previous key positions at Jasa Marga among others include Head of Maintenance Control Sub Division of Maintenance Division (2009-2011) and Head of Maintenance Program, Preparation and Procedure Sub Division (2007-2009).


Profile is available at Profile of VP Risk and Quality Management.

CHRISTANTIO PRIHAMBODO VP Highway and Traffic Engineering Having joined Jasa Marga since 1988, he was appointed VP Highway and Traffic Engineering on 02 February 2015. He completed Bachelor’s Degree in Civil Engineering from University of Indonesia in 2002. Previous key positions at Jasa Marga among others include GM of Surabaya-Gempol (2014) and GM of Purbaleunyi Branch (2012-2014).

TRULY NAWANGSASI VP Toll Road Business Development Having joined Jasa Marga since 1996, she was appointed VP Toll Road Business Development on 02 February 2015. She completed Bachelor’s Degree in Civil Engineering from University of Indonesia in 1992. Previous key positions at Jasa Marga among others include VP Highway Traffic and Engineering (2014) and AVP Toll Road Investment Development of Toll Road Business Development Division (2010-2014).



Dedi Krisnariawan Sunoto VP Related Business Development



Unggul Cariawan VP Human Capital Strategy and Policy

Having joined Jasa Marga since 1989, he was appointed VP Related Business Development on 02 May 2014. He completed Bachelor’s Degree in Civil Engineering from Gadjah Mada University in 1988 and Master’s Degree in Management Program from University of Pelita Harapan in 2007. Previous key positions at Jasa Marga among others include VP Toll Road Business Development (2006-2014) and Head of Toll Road Investment Sub Division of Business Development Division (2001-2006).

Having joined Jasa Marga since 1988, he was appointed VP Human Capital Strategy and Policy on 01 October 2010. He completed Bachelor’s Degree in Transportation Civil Engineering from Sepuluh November Institute of Technology Surabaya in 1986 and Master’s Degree in Finance Management from University of Indonesia in 1999. Previous key positions at Jasa Marga among others include Head of Risk Management Committee (2006) and Head of Board Administration and Investors Information Department (2001).

Mohammad Sofyan

ARIEF NURSETIAWAN

VP Corporate Planning

VP Finance and Accounting

Having joined Jasa Marga since 1997, he was appointed VP Corporate Planning on 06 March 2012. He completed Bachelor’s Degree in Civil Engineering from 10 November Institute of Technology Surabaya in 1996, Master’s Degree in Project Management from University of Indonesia in 2003 and Master’s Degree in Business & IT from the University of Melbourne in 2007. Previous key positions at Jasa Marga among others include Head of Corporate Work Program Monitoring and Evaluation Department of Corporate Planning Bureau (2010-2012) and Head of Technology Development Analysis Department of Corporate Information Technology Bureau (2008-2010).

Having joined Jasa Marga since 1995, he was appointed VP Finance and Accounting on 02 February 2015. He completed Bachelor’s Degree in Accounting from Gajah Mada University in 1993. Previous key positions at Jasa Marga among others include Senior Auditor Internal Audit (2014) and AVP Accounting of Finance and Accounting Division (2007-2013).

Glossary

Sutirya Wirias Sastra GM Human Capital Services Having joined Jasa Marga since 1981, he was appointed GM Human Capital Services on 01 July 2013. He completed Bachelor’s Degree in Economy Management from STIA LAN Jakarta in 1999. Previous key positions at Jasa Marga among others include Head of Partnership Program and Community Development Program Unit (2011-2013) and Head of HR and General Affairs Department of JakartaCikampek Branch (2007-2011).

Heli Winarso VP Legal Having joined Jasa Marga since 1989, he was appointed VP Legal on 02 May 2014. He completed Bachelor’s Degree in Law from Jenderal Soedirman University in 1988. Previous key positions at Jasa Marga among others include AVP Corporate and Legal Business of Legal Division (2013-2014) and Head of Agreement and Corporation Department of Legal Bureau (2007-2013).


Ida Bagus Kade Yudartha GM General Affairs Having joined Jasa Marga since 1988, he was appointed GM General Affairs on 01 September 2014. He completed Bachelor’s Degree in Accounting from Pancasila University Jakarta in 1988. Previous key positions at Jasa Marga among others include Senior Manager Procurement and Logistics of General Affairs Division (20132014) and Head of Logistics Department of General Affairs Bureau (2008-2013).

D. Hari Pratama VP Information Technology Having joined Jasa Marga since 1997, he was appointed VP Information Technology on 01 May 2013. He completed Bachelor’s Degree in Civil Engineering from Sepuluh November Institute of Technology Surabaya in 1995 and Master’s Degree in Civil Engineering from Queensland University of Technology Australia in 2001. Previous key positions at Jasa Marga among others include East Java Toll Road Corridor Property Development Business Project Manager (2012-2013) and Head of Other Businesses Development Division (2010-2012).


27




Highlights 2014

Management Report



BRANCH OFFICES

Irwan Prasetyo GM Jasa Marga Development Center Having joined Jasa Marga since 1989, he was appointed GM Jasa Marga Development Center on 02 February 2015. He completed Bachelor’s Degree in Planology from Bandung Institute of Technology in 1988, Master’s Degree of Public Management from Carnegie Mellon University in 1995 and Doctoral Degree in Civil Engineering Transportation from Tokyo Institute of Technology in 2002. Previous key positions at Jasa Marga among others include AVP Toll Road Investment Development of Toll Road Business Development Division (2014) and AVP Management of Subsidiaries Area 1 of Toll Road Business Development Division (2012-2014).

28

Enkky Sasono A. W. GM Community Development Program Having joined Jasa Marga since 1986, he was appointed GM Community Development Center on 02 February 2015. He completed Bachelor’s Degree in Business Administration from STIA LAN Jakarta in 1996 and Master’s Degree in Management from STIE IPWI Jakarta in 2001. Previous key positions at Jasa Marga among others include GM Jasa Marga Development Center (2011-2015) and Head of HR and General Affairs Department of SurabayaGempol Branch (2007-2011).

Sari Purnawarman

Yudhi Krisyunoro

GM Jakarta-Tangerang

GM Jakarta-Cikampek

Having joined Jasa Marga since 1986, he was appointed GM Jakarta-Tangerang 23 May 2014. He completed Bachelor’s Degree in Civil Engineering from Diponegoro University in 2003. Previous key positions at Jasa Marga among others include GM Semarang (20122014) and Head of Traffic Management Department of Jagorawi Branch (2010-2012).

Having joined Jasa Marga since 1986, he was appointed GM Jakarta-Cikampek on 01 July 2012. He completed Bachelor’s Degree in Structural Civil Engineering from Bandung Institute of Technology in 1985 and Master’s Degree in Transportation Civil Engineering from University of Indonesia in 1998. Previous key positions at Jasa Marga among others include Project Manager of Additional Lanes on Jagorawi Toll Road and Taman Mini Toll Gate Relocation (2010-2012) and Head of Traffic Services and Security & Order Department of Jagorawi Branch (2009-2010).


Supratowo GM Jagorawi Having joined Jasa Marga since 1986, he was appointed GM Jagorawi on 23 May 2014. He completed Bachelor’s Degree in Civil Engineering from Diponegoro University in 1985. Previous key positions at Jasa Marga among others include GM Jakarta-Tangerang (2012-2014) and Semarang Branch Manager (2009-2012).

Ricky Distawardhana GM Purbaleunyi Having joined Jasa Marga since 1989, he was appointed GM Purbaleunyi Branch on 20 January 2014. He completed Bachelor’s Degree in Civil Engineering from Bandung Institute of Technology in 1989. Previous key positions at Jasa Marga among others include VP Maintenance (2012-2014) and Jakarta-Tangerang Branch Manager (2009-2012).

Roy A. Darwis GM Cawang-TomangCengkareng Having joined Jasa Marga since 1993, he was appointed GM Cawang-Tomang-Cengkareng on 02 February 2015. He completed Bachelor’s Degree in Civil Engineering from National Institute of Science and Technology in 1991 and S2 in HR from University of Krisnadwipayana in 2004. Previous key positions at Jasa Marga among others include GM Palikanci (2014) and GM Belmera (2009-2014).

Teddy Rosady GM Palikanci Having joined Jasa Marga since 1995, he was appointed GM Palikanci on 02 February 2015. He completed Bachelor’s Degree in Civil Engineering from Tanjungpura University, Pontianak in 1993. Previous key positions at Jasa Marga among others include Deputy General Manager Traffic Management of Jakarta-Cikampek Branch (2012-2015) and Head of Traffic Management Department of Jakarta-Tangerang Branch (2010-2012).





Glossary


Project Offices

RADDY R. LUKMAN GM Surabaya-Gempol Having joined Jasa Marga since 1996, he was appointed GM Surabaya-Gempol on 02 February 2015. He completed Bachelor’s Degree in Civil Engineering from University of Indonesia in 1994. Previous key positions at Jasa Marga among others include GM Belmera (2014) and Deputy General Manager Toll Collection Management of JakartaCikampek Branch (2012-2014).

Silverster Aryan Widodo Communication & Information Technology Development Business Project Manager Having joined Jasa Marga since 1985, he was appointed Communication & Information Technology Development Business Project Manager on 02 January 2010. He completed Bachelor’s Degree in Civil Engineering from Bandung Institute of Technology in 1985. Previous key positions among others include Head of Engineering Division of PT Jalantol Lingkarluar Jakarta (2003-2007) and Head of Engineering Administration Sub Division of Engineering Plan Division (1997-2003).

Bagus Cahya A.B GM Semarang Having joined Jasa Marga since 1995, he was appointed GM Semarang on 23 May 2014. He completed Bachelor’s Degree in Civil Engineering from University of Brawijaya, Malang in 1993. Previous key positions at Jasa Marga among others include AVP Traffic Management of Operation Management Division (2013-2014) and Head of Traffic Management Sub Division of Operation Management Division (2011-2013).

Bambang Eko Arrangement and Expansion of Head Office, Taman Mini Main Toll Gate, Jagorawi Branch Office and its Surroundings Project Manager Having joined Jasa Marga since 1985, he was appointed Arrangement and Expansion of Head Office, Taman Mini Main Toll Gate, Jagorawi Branch Office and its Surroundings Project Manager on 01 September 2013. He completed Bachelor’s Degree in Civil Engineering from Jaya Baya University in 1998. Previous key positions at Jasa Marga among others include Additional Lanes on Tangerang-Kebon Jeruk Section of Jakarta-Tangerang Toll Road Project Manager (2010-2011) and Head of Implementation Control III Department of Prof. Dr. Ir. Sedyatmo Toll Road South Side Elevated Widening Project (2008-2010).

Setia Budi GM Belmera Having joined Jasa Marga since 1997, he was appointed GM Belmera on 02 February 2015. He completed Bachelor’s Degree in Civil Engineering from Parahyangan Catholic University in 1996. Previous key positions among others include AVP Traffic Management of Operation Management Division (2014) and Head of Operation Management Division of PT Jalantol Lingkarluar Jakarta (2012-2014).

Ari Kristopo Additional Lanes on Jagorawi Toll Road and Taman Mini Main Toll Gate Relocation Project Manager Having joined Jasa Marga since 1995, he was appointed Additional Lanes on Jagorawi Toll Road and Taman Mini Main Toll Gate Relocation Project Manager on 20 January 2014. He completed Bachelor’s Degree in Transportation Civil Engineering from Islamic University of Indonesia Yogyakarta in 1994. Previous key positions among others include Engineering Director of PT Sarana Marga Utama (2012-2014) and Head of Operation Management Division of PT Jalantol Lingkarluar Jakarta (2009-2011).

Hidayatullah Porong-Gempol Toll Road Development Project Manager Having joined Jasa Marga since 1989, he was appointed Porong-Gempol Toll Road Development on 03 September 2014. He completed Bachelor’s Degree in Civil Engineering from Muhamadiyah University Jakarta in 2000 and Master’s Degree in Management from Tourism Development Institute Jakarta. Previous key positions among others include Senior Expert Staff for Implementation Control of PT Jasamarga Bali Tol (20112014) and Senior Expert Staff for Implementation Control of PT Transmarga Jatim Pasuruan (2010).

Leona Roedhianitasari Legawati Head of Rest and Services Areas Business Unit Having joined Jasa Marga since 1995, she was appointed Head of Rest and Services Areas Business Unit on 01 October 2012. She completed Bachelor’s Degree in Transportation from Pancasila University Jakarta in 1993. Previous key positions at Jasa Marga among others include Rest and Services Areas Development Business Project Manager (2011-2012) and Head of Implementation Control II Department of Rest and Services Areas Development Business Project (2009-2011).


29




Highlights 2014

Management Report



Subsidiaries and Associated Companies

Septerianto Sanaf President Director of PT Jalantol Lingkarluar Jakarta

Muhammad Zahir Siregar President Director of PT Marga Sarana Jabar

Djadjat Sudradjat Direktur Utama President Director of PT Trans Marga Jateng

Budi Pramono President Director of PT Marga Nujyasumo Agung

Having joined Jasa Marga since 1986, he was appointed President Director of PT Jalantol Lingkarluar Jakarta on 01 July 2012. He completed Bachelor’s Degree in Civil Engineering from Parahyangan Catholic University Bandung in 1986. Previous key positions at Jasa Marga among others include Head of Operation Management Division (2006-2012) and Head of Toll Collection Division (2003-2006).

Having joined Jasa Marga since 1988, he was appointed President Director of PT Marga Sarana Jabar on 02 December 2011. He completed Bachelor’s Degree in Civil Engineering from University of North Sumatera in 1986 and Master’s Degree in Management from STM PPM in 2003. Previous key positions at Jasa Marga among others include Palikanci Branch Manager (2006-2011) and Belmera Branch Manager (2005-2006).

Having joined Jasa Marga since 1986, he was appointed President Director of PT Trans Marga Jateng in November 2011. He completed Bachelor’s Degree in Civil Engineering from Bandung Institute of Technology in 1985. Previous key positions among others include Head of Development Division (20062009) and President Director of PT Marga Nujyasumo Agung (2009-2011).

Having joined Jasa Marga since 1986, he was appointed President Director of PT Marga Nujyasumo Agung on 10 July 2014. He completed Bachelor’s Degree in Civil Engineering Transportation from Sepuluh November Institute of Technology, Surabaya in 1985. Previous key positions at Jasa Marga among others include Jakarta-Cikampek Branch Manager (2009-2011) and Jagorawi Branch Manager (2005-2006).

A. Tito Karim President Director of PT Jasamarga Bali Tol Having joined Jasa Marga since 1986, he was appointed President Director of PT Jasamarga Bali Tol on 02 December 2011. He completed Bachelor’s Degree in Civil Engineering from Sriwijaya University in 1984 and Master’s Degree in HR Management from Ikopin Bandung in 2006. Previous key positions among others include President Director of PT Marga Sarana Jabar (2010-2011) and Operation Director of PT Jalantol Lingkarluar Jakarta (2007-2010).

30

Subakti Syukur President Director of PT Marga Lingkar Jakarta

Hengki Herwanto President Director of PT Transmarga Jatim Pasuruan

Setiyono President Director of PT Jasamarga Pandaan Tol

Having joined Jasa Marga since 1986, he was appointed President Director of PT Marga Lingkar Jakarta on 20 January 2014. He completed Bachelor’s Degree in Civil Engineering from Bandung Institute of Technology in 1986 and Master’s Degree in Management from Christian University Jakarta in 2010. Previous key positions at Jasa Marga among others include GM Cawang-TomangCengkareng Branch (2008-2014) and Surabaya-Gempol Branch Manager (2006-2008).

Having joined Jasa Marga since 1982, he was appointed President Director of PT Transmarga Jatim Pasuruan on 28 June 2010. He completed Bachelor’s Degree in Transportation Civil Engineering from Sepuluh November Institute of Technology Surabaya in 1981 and Master’s Degree in Business Administration from IPPM in 1993. Previous key positions among others include Director of PT Citra Margatama Surabaya (2005-2007) and GempolPasuruan Toll Road Preparation and Development Project Manager (2008-2011).

Having joined Jasa Marga since 1985, he was appointed President Director of PT Jasamarga Pandaan Tol on 01 January 2012. He completed Bachelor’s Degree in Transportation Civil Engineering from Sepuluh November Institute of Technology Surabaya in 1985. Previous key positions at Jasa Marga among others include Head of Traffic Safety Sub Division of Traffic Management Division (2001-2006) and Head of Engineering Department of Jakarta-Tangerang Branch (1998-2001).




Agus Achmadi President Director of PT Marga Trans Nusantara He was appointed President Director of PT Marga Trans Nusantara in 2014. He completed Bachelor’s Degree in Civil Engineering Transportation from Diponegoro University in 1983. Previous key positions among others include Engineering and Operation Director of PT Marga Lingkar Jakarta (2012-2014) and Project Manager of PT Marga Lingkar Jakarta (2010-2012).

Mohamad Agus Setiawan VP Related Business Development Having joined Jasa Marga since 1996, he was appointed VP Related Business Development on 06 March 2014. He completed Bachelor’s Degree in Civil Engineering from Bandung Institute of Technology in 1995 and Master’s Degree in Road Network Management Technic of Department of Public Works from Parahyangan Catholic University Bandung in 2009. Previous key positions at Jasa Marga among others include VP Related Business Development (2012-2014) and Head of Other Businesses Investment Planning Sub Division of Other Businesses Development Division (2010-2012).



Saut Parlindungan Simatupang President Director of PT Marga KunciranCengkareng Having joined Jasa Marga since 1984, he was appointed President Director of PT Marga Kunciran Cengkareng in 2008. He completed Bachelor’s Degree in Civil Engineering from Bandung Institute of Technology in 1982 and Master’s Degree in International Management from ST PPM in 2001. Previous key positions at Jasa Marga among others include Cikampek-Padalarang Toll Road Development Project Manager (2002-2004), Pluit-Grogol Toll Road Development Project Manager (2001-2002).

Glossary

Agus Suharjanto President Director of PT Jasa Marga Kualanamu Tol Having joined Jasa Marga since 1986, he was appointed President Director of PT Jasa Marga Kualanamu Tol on 02 February 2015. He completed Bachelor’s Degree in Civil Engineering from Gadjah Mada University in 1986. Previous key positions among others include VP Toll Road Business Development (2014) and President Director of PT Marga Trans Nusantara (2011-2014).


Dadang Sumaryana President Director of PT Jasa Layanan Pemeliharaan Having joined Jasa Marga since 1988, he was appointed President Director of PT Jasa Layanan Pemeliharaan on 02 February 2015. He completed Bachelor’s Degree in Civil Engineering from Krisnadwipayana University Jakarta in 1999. Previous key positions among others include Engineering Director of PT Jasa Layanan Pemeliharaan (2014) and GM Palikanci (2011-2013).

Iwan Moedyarno President Director of PT Ismawa Trimitra Having joined Jasa Marga since 1986, he was appointed President Director of PT Ismawa Trimitra in 2013. At present he is also Ex-Workshop and Jagorawi Branch Office Land Property Development Project Manager (since 2010). He completed Bachelor’s Degree in Civil Engineering from Bandung Institute of Technology in 1985 and Master’s Degree in Business from IIM-Pittsburgh State University in 1993. Previous key positions at Jasa Marga among others include Head of Other Businesses Development Division (2008-2010).


31




Highlights 2014

Management Report



Human Capital Profile To support the Company’s sustainable growth,

in 2014 reaching 4,692 people decreased by 3.75%

at present the Company is making the efforts to

compared to that of 2013 reaching 4,875 people.

optimize the empowerment of existing human

This figure keeps decreasing over the past years

resources. The number of permanent employees

(2010-2014) as shown in the following graph:

Number of Permanent Employees at Parent Company 2010-2014

2010

2011

2012

4,692

4,875

5,075

5,154

5,303

(people)

2013

2014

Composition of Permanent Employees at Parent Company by Level of Education 2013 Level of Education

Number of Employees

S3

2014 Proportion (%)

Number of Employees

0.02

1

Proportion (%) 0.02

1

S2

70

1.43

86

1.83

S1

500

10.26

464

9.89

17 4,210

0.35

13 4,067

0.28

Academy High School Junior High School Elementary School TOTAL

17

86.36 0.35

60 4,875

100.00

1.23

23

86.68 0.49

38 4,692

100.00

0.81

Composition of Permanent Employees at Parent Company by Level of Position 2013 Level of Position Top Management Middle Management Lower Management

32

2014

Number of Employees

Proportion (%)

Number of Employees

Proportion (%)

70

1.44

64

1.36

143

2.93

143

3.05

232

4.76

214

4.56

Caretaker

4,430

90.87

4,271

91.03

TOTAL

4,875

100.00

4,692

100.00







Glossary

Composition of Permanent Employees at Parent Company by Age 2013 Age

Number of Employees

2014 Proportion (%)

Number of Employees

Proportion (%)

≤25

35

0.72

16

0.34

26-30

83

1.70

91

1.94

31-35

283

5.81

185

3.94

36-40

1,023

20.98

914

19.48

41-45

1,162

23.84

1,078

22.98

46-50

1,375

28.21

1,383

29.48

914

18.75

1,025

21.85

4,875

100.00

4,692

100.00

>51 TOTAL

Composition of Employees at Parent Company by Status 2013 Status

Number of Employees

Permanent Employees

4,875

Non-Permanent Employees TOTAL

2014 Proportion (%) 99.35

Number of Employees 4,692

Proportion (%) 99.28

32

0.65

34

0.72

4,907

100.00

4,726

100.00

Policies in Employment Opportunities

Cost for Education and Training

The Company’s policies in work opportunities, either

education and training of the Company reached

in employees’ placement or career development are stipulated in Joint Working Agreement

Throughout 2014, the cost for employees’ Rp 15.55 billion.

(Perjanjian Kerja Bersama – PKB). Jasa Marga

(in billion Rp)

carries out the filling of job formation and career development selectively and transparently without discrimination (gender, race, ethnicity, and religion), while prioritizing internal sources from within the Company with the regard to the work performance,

Cost Education and

2013

2014

18.66

15.55

Training

capabilities and competencies of the employees.


33




Highlights 2014

Management Report



Major Shareholder, Subsidiaries & Associated Companies Jasa Marga Group Corporate Structure (as of 31 December 2014)

Government of the Republic of Indonesia

70%

PUBLIC

30%

PT JASA MARGA (PERSERO) Tbk.

ASSOCIATED COMPANIES (OWNERSHIP 20%-50%)

SUBSIDIARIES (OWNERSHIP >50%)

PT Jalantol Lingkarluar Jakarta 99.00%

PT Marga Sarana Jabar 55.00%

PT Trans Marga Jateng 73.90%

PT Marga Kunciran Cengkareng 76.15%

PT Bukaka Marga Utama 20.00%

PT Trans Lingkar Kita Jaya 21.24%

PT Marga Lingkar Jakarta 65.00%

PT Marga Nujyasumo Agung 55.00%

PT Transmarga Jatim Pasuruan 97.20%

PT Jasamarga Bali Tol 55.00%

PT Citra Ganesha Marga Nusantara 30.00%

PT Citra Bhakti Margatama Persada 34.83%

PT Marga Trans Nusantara 60.00%

PT Jasamarga Pandaan Tol 79.84%

PT Jasa Layanan Pemeliharaan 99.00%

PT Jasamarga Properti 99.00%

PT Jasamarga Kualanamu Tol 55.00%

34


PT Ismawa Trimitra 25.00%





Glossary


Subsidiaries No.

as of 31 December 2014

Nama Entitas

Kepemilikan Saham (%)

Bidang Usaha

Status*

1.

PT Jalantol Lingkarluar Jakarta (JLJ)

- Jasa Marga: 99.00 - Inkopkar Jasa Marga: 1.00

Jakarta Outer Ring Road Toll Road Operator

Operated

2.

PT Marga Sarana Jabar (MSJ)

- Jasa Marga: 55.00 - PT CMNP Tbk: 30.00 - PT Jasa Sarana: 15.00

Bogor Outer Ring Road Toll Road Operator

Operated

3.

PT Trans Marga Jateng (TMJ)

- Jasa Marga: 73.90 - PT Sarana Pembangunan Jawa Tengah: 26.10

Semarang-Solo Toll Road Operator

Operated

4.

PT Marga Nujyasumo Agung (MNA)

- Jasa Marga: 55.00 - Moeladi Grup: 25.00 - PT Wijaya Karya: 20.00

Surabaya-Mojokerto Toll Road Operator

Operated

5.

PT Jasamarga Bali Tol (JBT)

- - - -

Nusa Dua-Ngurah RaiBenoa Toll Road Operator

Operated

- - - - -

Jasa Marga: 55.00 PT Angkasa Pura I: 8.00 PT Pelindo III: 17.58 PT Pengembangan Pariwisata Bali: 1.00 PT Adhi Karya: 1.00 PT Hutama Karya: 1.00 PT Wijaya Karya: 0.40 Pemprov Bali: 8.01 Pemkab Badung: 8.01

6.

PT Marga Lingkar Jakarta (MLJ)

- Jasa Marga: 65.00 - PT Jakarta Marga Jaya: 35.00

JORR W2 North Toll Road Operated Operator

7.

PT Transmarga Jatim Pasuruan (TJP)

- Jasa Marga: 97.20 - PT Jatim Prasarana Utama: 2.80

Gempol-Pasuruan Toll Road Operator

Not Yet Operated

8.

PT Jasamarga Pandaan Tol - - (JPT) -

Jasa Marga: 79.84 PT Jalan Tol Kabupaten Pasuruan: 11.14 PT Margabumi Matraraya: 9.02

Gempol-Pandaan Toll Road Operator

Not Yet Operated

9.

PT Marga Trans Nusantara (MTN)

- - -

Jasa Marga: 60.00 PT Astratel Nusantara: 30.00 PT Transumata Arya Sejahtera: 10.00

Kunciran-Serpong Toll Road Operator

Not Yet Operated

PT Marga Kunciran Cengkareng (MKC)

- - - - -

Jasa Marga:76.15 CMS WIL: 21.00 PT Wijaya Karya: 2.10 PT Nindya Karya: 0.33 PT Istaka Karya: 0.42

Cengkareng-Kunciran Toll Road Operator

Not Yet Operated

11.

PT Jasamarga Kualanamu Tol (JMKT)

- - - -

Jasa Marga: 55.00 PT Waskita Karya: 15.00 PT Pembangunan Perumahan: 15.00 PT Hutama Karya: 15.00

Medan-Kualanamu-Tebing Tinggi Toll Road Operator

Not Yet Operated

12.

PT Jasa Layanan Pemeliharaan (JLP)


Construction, Trading, Car Rental Services

Operated

13.

PT Jasamarga Properti (JMP)


Property Related Services, Operated Trading and Development

10.

Notes: * Status represents the status of toll road operation for toll road companies and status of business/service operation for non-toll road companies as of 31 December 2014.


35




Highlights 2014

Management Report



About the Subsidiaries 1. PT Jalantol Lingkarluar Jakarta (JLJ)

JLJ is Jasa Marga’s Subsidiary established for toll road development, other investment and supporting services in toll road based on Members of the Board

prevailing rules and regulations, and other fields of business related to toll road development by making use of existing potential. JLJ’s main source of revenue derives from the operation, maintenance, and security services for Jasa Marga’s Jakarta Outer Ring Road/JORR Toll Road,

• President Commissioner: Firmansjah • Commissioner: Y. B. Priyatmo Hadi • President Director: Septerianto Sanaf • Director: Albert MP Silaen

PT Translingkar Kita Jaya’s Cinere-Jagorawi Toll Road Section 1 and PT Jasamarga Bali Tol’s Nusa

as of 31 December

Dua-Ngurah Rai-Benoa Toll Road.

Financial Highlights (Rp billion) Description

2013

2014

Assets

103.28

130.89

Operating Revenues

234.50

424.73

2. PT Marga Sarana Jabar (MSJ)

MSJ is Jasa Marga’s Subsidiary established for the concession of Bogor Outer Ring Road Toll Road and is responsible for funding, technical planning, constructing, operating and conducting maintenance of the Toll Road along with other businesses in accordance with prevailing rules and regulations. The operation of Bogor Outer Ring Road Toll Road (BORR) Section 1 of 3.85 km was inaugurated by the Minister of Public Works on 23 November 2009 and Section 2A of 1.95 km started to operate on 04 June 2014. MSJ gains revenues from toll road

Members of the Board

• President Commissioner: Maqdir Ismail • Commissioner: Reynaldi Hermansjah • Commissioner: Diah Wahju Sari • President Director: Muhammad Zahir Siregar • Finance Director: Aggi Tjetje • Engineering & Operation Director: Ach.

Lukman Letnantoro

operation. as of 31 December


36


2013

2014

Assets

896.35

860.38

Operating Revenues

336.56

132.07





Glossary


3. PT Trans Marga Jateng (TMJ)

TMJ is Jasa Marga’s Subsidiary established for the concession of Semarang-Solo Toll and is responsible for funding, technical planning, constructing, operating and conducting Members of the Board

maintenance of the Toll Road along with other businesses in accordance with prevailing rules and regulations. Semarang-Solo Toll Road

• President Commissioner: Sunaryo

Section 1 of 10.80 km has been operated since 12

• Commissioner: Raden Mas Bagus

November 2011 and Section 2 has been operated

since 04 April 2014. TMJ’s main source of revenue

• Commissioner: Hasanudin

is derived from toll road operation.

• President Director: Djadjat Sudradjat

Wisnu Handoyo

• Finance Director: Darmoko • Engineering Director: Ari Nugroho as of 31 December

Financial Highlights (Rp billion) Description Assets Operating Revenues

2013

2014

3,407.47

3,729.26

671.92

228.25

4. PT Marga Nujyasumo Agung (MNA)

MNA is Jasa Marga’s Subsidiary established to conduct business activities for Jasa Marga c.q. the Minister of Public Works for Surabaya-Mojokerto Toll Road Concession consisting of constructing, Members of the Board

operating and conducting maintenance of the Toll Road in accordance with prevailing rules and regulations. Surabaya-Mojokerto Toll Road Section 1A of 2.3 km has been operated since 05 September 2011 and the Subsidiary’s main source of revenue derives from toll road operation.

• President Commissioner: Agung Yunanto • Commissioner: Muh Najib Fauzan • Commissioner: Raymond Ramanan • President Director: Budi Pramono • Finance Director: Syafaruddin AR • Operation Director: Edwin Cahyadi • Administration & General Affairs Director:

Kamil Rusnandar

as of 31 December


2013

2014

Assets

1,766.14

2,287.88

Operating Revenues

237.95

520.33


37




Highlights 2014

Management Report



5. PT Jasamarga Bali Tol (JBT)

JBT is Jasa Marga’s Subsidiary established for the concession of Nusa Dua-Ngurah Rai-Benoa Toll Road and is responsible for funding, technical planning, constructing, operating and conducting maintenance


of Nusa Dua-Ngurah Rai-Benoa Toll Road along with other businesses in accordance with prevailing rules and regulations. The operation of the 10 km Toll Road was inaugurated by the then President of the Republic of Indonesia Susilo Bambang Yudhoyono on 24 September 2013.

• President Commissioner: Abdul Hadi Hs. • Commissioner: I Gusti Ngurah Askhara Danadiputra • Commissioner: Robert Daniel Waloni • Commissioner: I Wayan Blayu Suarjaya • Commissioner: I Gusti Putu Nuriatha • Commissioner: I Wayan Suambara • President Director: A. Tito Karim • Finance Director: Ronny Haryanto • Engineering & Operational Director: Rismature Sidabutar as of 31 December


2013

2014

2,172.60

2,074.01

575.69

123.05

6. PT Marga Lingkar Jakarta (MLJ)

MLJ is Jasa Marga’s Subsidiary established for the concession of JORR W2 North Toll Road and is responsible for funding, technical planning, constructing, operating and conducting maintenance of JORR W2 North Toll Road along with other businesses in accordance with prevailing rules and regulations. The operation of JORR W2 North Toll Road was inaugurated by the Minister of Public Works Djoko Kirmanto on 27 December


• President Commissioner: Ma’mun Amin • Commissioner: Abdul Hadi Hs. • President Director: Subekti Syukur • Finance Director: Yauw Diaz Moreno

2013, and on 22 July 2014 the whole section of 7.70 km length is fully operated.

as of 31 December


38


2013

2014

Assets

1,846.87

2,026.71

Operating Revenues

564.54

375.54





Glossary


7. PT Transmarga Jatim Pasuruan (TJP)

TJP is Jasa Marga’s Subsidiary established for the concession of Gempol-Pasuruan and is responsible for funding, technical planning, constructing, operating and conducting maintenance of Gempol-Pasuruan Toll Road along with other businesses in accordance with prevailing rules and regulations. As of 31 December 2014, Gempol-Pasuruan Toll Road has not yet operated as it was still in the stage of land acquisition and construction. The toll road is scheduled to operate in 2015.


• President Commissioner: David Wijayatno • Commissioner: Bambang Kusbandono • Commissioner: Moh. Noor Marzuki • President Director: Hengki Herwanto • Finance Director: Imron • Engineering Director: -

as of 31 December


2013

2014

Assets

629.22

932.90

Operating Revenues

499.56

314.91

8. PT Jasamarga Pandaan Tol (JPT)

JPT is Jasa Marga’s Subsidiary established for the concession of Gempol-Pandaan Toll Road and is responsible for funding, technical planning, constructing, operating and conducting maintenance of Gempol-Pandaan Toll Road along with other businesses


in accordance with prevailing rules and regulations. As of 31 December 2014, Gempol-

• President Commissioner: Moh. Khusaini

Pandaan Toll Road has not yet operated as it

• Commissioner: Moertomo Basoeki

was still under construction. The toll road is

• Commissioner: Firmansyah

scheduled to operate in 2015.

• Commissioner: Tolu Ismed Arief • President Director: Setiyono • Finance and HR Director: Tri Riyaningsih • Engineering and Operation Director: Rahardjo • Administration & General Affairs Director: Nursyam as of 31 December


2013

2014

Assets

801.58

1,153.80

Operating Revenues

443.33

369.04


39




Highlights 2014

Management Report



9. PT Marga Trans Nusantara (MTN)

MTN is Jasa Marga’s Subsidiary established for the concession of Kunciran-Serpong Toll Road and is responsible for the funding, technical planning, constructing, operating


and conducting maintenance of the toll road along with other businesses in accordance

• President Commissioner: Irawan Santoso

with prevailing rules and regulations. As of 31

• Vice President Commissioner: Subagyo

December 2014, Kunciran-Serpong Toll Road

• Commissioner: Wiwiek Dianawati Santoso

has not yet operated as it was still in the stage

• President Director: Agus Achmadi

of land acquisition.

• Director: Rachmat Soulisa

as of 31 December


2013

2014

351.56

788.35

-

-

10.PT Marga Kunciran Cengkareng (MKC)

MKC is Jasa Marga’s Subsidiary established for the concession of Kunciran-Cengkareng Toll Road and is responsible for funding, technical planning, constructing, operating


and conducting maintenance of KunciranCengkareng Toll Road along with other

• President Commissioner: Dedi Krisnariawan

businesses in accordance with prevailing rules

Sunoto

and regulations. As of 31 December 2014,

• Commissioner: Mohamad Husin

Kunciran-Cengkareng Toll Road has not yet

• President Director: Saut Parlindungan

operated as it was still in the stage of land

Simatupang

acquisition.

• Engineering Director: Hendro Atmodjo • Finance Director: Zaidi bin Ibrahim

as of 31 December


40


2013

2014

270.39

940.95

-

-





Glossary


11. PT Jasamarga Kualanamu Tol (JMKT)

JMKT is Jasa Marga’s Subsidiary established for the concession of Medan-KualanamuTebing Tinggi Toll Road and is responsible for funding, technical planning, constructing, operating and conducting maintenance of


Medan-Kualanamu-Tebing Tinggi Toll Road

• President Commissioner: JB Eddy Bambang S.

along with other businesses in accordance with prevailing rules and regulations. JMKT was established on 25 November 2014.

• Commissioner: Didi Triyono • President Director: Agus Suharjanto • Director: Agus Choliq

as of 31 December


12. PT Jasa Layanan Pemeliharaan (JLP)

JLP, previously was PT Sarana Marga Utama,

2013

2014

Assets

-

80.29

Operating Revenues

-

-

PT Jasa Layanan Pemeliharaan (JLP)

is Jasa Marga’s Subsidiary established to work Members of the Board

in the line of business of construction, trade and car rental services.

• President Commissioner: Muh Najib Fauzan • Commissioner: Arief Witjaksono • President Director: Dadang Sumaryana • Finance & General Affairs Director:

Surta Nababan

• Engineering Director: Adi Prasetyanto

as of 31 December


2013

2014

Assets

159.61

157.90

Operating Revenues

205.47

182.95


41




Highlights 2014

Management Report



13. PT Jasamarga Properti (JMP)

JMP is Jasa Marga’s Subsidiary working in the field of property services.


• President Commissioner: Ibnu Purna • Commissioner: Abdul Hadi Hs. • President Director: Mohamad Agus Setiawan • Engineering and Business Development

Director: Irwan Hasan

• Finance Director: Haris Prayudi

as of 31 December


2013

2014

Assets

63.55

120.39

-

1.71

Operating Revenues

Associated Companies PT Jasa Marga (Persero) Tbk. Associated Entity No.

Company

1.

PT Trans Lingkar Kita Jaya

2.


Jasa Marga’s Share Ownership (%)

Line of Business

Status *

21.24

Cinere-Jagorawi Toll Road Operator

Operated

PT Ismawa Trimitra

25.00

Space Rent and Rest Area Management

Operated

3.

PT Bukaka Marga Utama

20.00

Toll Road Operator

Not Yet Operated

4.

PT Citra Bhakti Margatama Persada

38.43

Toll Road Operator

Termination of Concession Agreement

5.

PT Citra Ganesha Marga Nusantara

30.00

Toll Road Operator

Termination of Concession Agreement

About Associated Companies 1. PT Trans Lingkar Kita Jaya (TLKJ) TLKJ was established for the concession of Cinere-Jagorawi Toll Road based on Deed No. 18 dated 19 January 2005 of Notary Agus Madjid, SH. The deed was approved by the Ministry of Justice and Human Rights of the Republic of Indonesia with the Decision No. C-03269.HT.01.01 dated 07 February 2006. The latest amendment

42


of Articles of Association was stipulated in Deed No. 76 dated 29 November 2012 of Notary Nanette Cahyanie Handari Adi Warsito, SH. and was approved by the Ministry of Justice and Human Rights of the Republic of Indonesia with the Decision No. AHU-AH.01.10-42662 dated 30 November 2012. TLKJ is domiciled in Jakarta.




The Company owns 131,688 shares at par value of Rp 1,000,000 per share or equivalent to Rp 131,688,000,000 representing 21.24% ownership as of 31 December 2014. 2. PT Ismawa Trimitra (IT) IT was established based on Deed No. 69 dated 14 June 1995 of Notary Imas Fatimah, SH., for the business of office space rent and management of rest areas on toll roads. IT is domiciled in Jakarta. The Company owns 6.250.000 shares at par value of Rp 1,000 per share or equivalent to Rp 6,250,000,000 representing 25% ownership as of 31 December 2014. 3. PT Bukaka Marga Utama (BMU) BMU was established based on Deed No. 5 dated 17 February 1997 of Notary Sri Rahayu Sedyono, SH. The investment in BMU was made in relation to the construction and operation of CiawiSukabumi toll road project. The Company owns 4,000 shares at par value of Rp 2,359,000 (full Rupiah amount) per share or equivalent to Rp 9,436,000,000, representing 20% ownership. Since the majority shareholders of BMU could not ensure the toll road development as agreed under the Concession Agreement, the Company recognized the loss on impairment of this investment amounted to Rp 9,435,999,000 as an expense in 2005. 4. PT Citra Bhakti Margatama Persada (CBMP) CBMP is one of the Company’s associated companies. The investment in CBMP was made in relation to the construction and operation of JORR Toll Road Section E2-E3-N (CikunirCakung-Cilincing-Tanjung Priok) for a period of 33 years ending in 2028. The Company owns 56,787,000 shares at par value of Rp 1,000 per share or equivalent to Rp 56,787,000,000, representing 34.83% ownership. CBMP’s toll road construction was financed by loan facilitated by banking syndicate. The economic crisis caused


Glossary


uncertainty in CBMP’s capability to settle its liabilities at the maturity date and in realizing the loan facilities to finance the toll road construction. Banking restructuring conducted by certain of CBMP’s creditors resulted in the stoppage of the toll road development. The Company sent Letter No. AA.02.1009 dated 25 July 2000 regarding the termination of the Concession Agreement No. 96 dated 16 December 1995 to CBMP and as a consequence, the Company’s investment in the associated company has no economic value. The Company has recognized loss on impairment of the investment shares of CBMP amounting to Rp 56,786,999,000 in 2000. 5. PT Citra Ganesha Marga Nusantara (CGMN) The investment in CGMN was made in relation to the construction and operation of the CikampekPadalarang Toll Road project. The Company owns 5,310 shares at par value of Rp 1,841,000 per share or equivalent to Rp 9,775,710,000 representing 30% ownership. The Company sent Letter No. AA.HK01.1273 dated 25 July 2001 to CGMN regarding termination of the Concession Agreement No. 297 as a follow up of the Decision of the Minister of Settlement and Regional Infrastructure of the Republic of Indonesia No. 417 dated 18 July 2001 regarding the revocation of the Decision of the Minister of Public Works of the Republic of Indonesia No. 321/KPTS/1994 dated 24 October 1994 regarding the Granting of License for Cooperation of the Development of Cikampek-Padalarang Toll Road in the form of a joint venture with CGMN and as a result of such termination, the investment in CGMN has no economic value. The Company recognized loss on impairment of this investment in shares of CGMN as an expense amounting to Rp 16,914,266,000 in 2001.


43




Highlights 2014

Management Report



Areas of Operation and New Toll Road Projects The location of toll road sections operated by the Company along with its toll road projects all across Indonesia is shown in the following map:

Map of Jasa Marga Toll Roads Location as of 31 December 2014

NORTH SUMATERA • Belmera: 42.70 Km • Medan-Kualanamu-Tebing Tinggi: 61.70 Km

maluku sulawesi

sumatera

kalimantan papua jawa

JABODETABEK AND EAST JAVA

• Jagorawi: 59.00 Km • Jakarta - Tangerang: 33.00 Km • Ulujami- Pondok Aren: 5.55 Km • Jakarta Inner Ring Road: 23.55 Km • Prof Dr. Ir. Sedyatmo: 14.30 Km • Jakarta - Cikampek: 83.00 Km • Jakarta Outer Ring Road: 43.10 Km • Cikampek - Padalarang: 58.50 Km • Padalarang - Cileunyi: 64.40 Km • Palikanci: 26.30 Km • Bogor Outer Ring Road: 11.00 Km • Cengkareng-Kunciran: 14.19 Km • Kunciran Serpong: 11.19 Km • JORR W2 North: 7.70 Km

44

CENTRAL JAVA

• Semarang: 24.75 Km • Semarang - Solo: 72.64 Km

BALI

• Nusa Dua - Ngurah Rai - Benoa: 10.00 Km

EAST JAVA • • • •

Surabaya - Gempol: 49.00 Km Surabaya - Mojokerto: 36.27 Km Gempol - Pasuruan: 34.15 Km Gempol - Pandaan: 13.61 Km

Notes:

• The Company’s toll road sections that are fully operated. • The Company’s new toll road sections, both not yet operated or already operated in stages, namely: 1. BORR Section 1: Sentul-Kedung Halang (3.85 km) operated since 23 November 2009; Section 2A: Kedung Halang-Kedung Badak (1.95 km) operated since 04 June 2014. 2. Surabaya-Mojokerto Section 1A (2.30 km) operated since 05 September 2011. 3. Semarang-Solo Section 1: Semarang-Ungaran (10.80 km) operated since 17 November 2011; Section 2: Ungaran-Bawen (12.30 km) operated since 04 April 2014. 4. Nusa Dua-Ngurah Rai-Benoa (10.00 km) fully operated since 01 October 2013. 5. JORR W2 North (7.70 km) fully operated since 22 July 2014.






Glossary


Concessions Owned by the Company The concession period of Jasa Marga’s toll roads ranges from 35 to 45 years. As many as 13 toll road sections operated by the Company have a concession period of 40 years starting from 2005 (excluding JORR Section S). With only a small portion of the period already exhausted as of the end of 2014, the Company still has long remaining years of the concession period. Until the end of 2014, the status and concession period of the Company’s toll road sections are as follows:

Concessions of Jasa Marga Toll Roads Operator


Length (km)

Year Concession Starts

Date Concession Agreement Signed

Concession Period (year)

No.

Section

Status

1.

Jagorawi (JakartaBogor-Ciawi)

Jagorawi Branch

59.00

2005

07 July 2006

40

Operated since 1978

2.

JakartaTangerang

JakartaTangerang Branch

33.00

2005

07 July 2006

40

Operated since 1984

3.

Prof. Dr. Ir. Sedyatmo

CawangTomangCengkareng

14.30

2005

07 July 2006

40

Operated since 1984

4.

Jakarta Inner Ring Road (JIRR)

CawangTomangCengkareng Branch

23.55

2005

07 July 2006

40

Operated since 1987

5.

JakartaCikampek

JakartaCikampek Branch

83.00

2005

07 July 2006

40

Operated since 1988

6.

Padaleunyi (PadalarangCileunyi)

Purbaleunyi Branch

64.40

2005

07 July 2006

40

Operated since 1990

7.

Cipularang (CikampekPurwakartaPadalarang)

Purbaleunyi Branch

58.50

2005

07 July 2006

40

Operated since 2003

8.

Palikanci (PalimananKanci)

Palikanci Branch

26.30

2005

07 July 2006

40

Operated since 1998

9.

Semarang

Semarang Branch

24.75

2005

07 July 2006

40

Operated since 1983

10.

SurabayaGempol

SurabayaGempol Branch

49.00

2005

07 July 2006

40

Operated since 1986

11.

Belmera (BelawanMedanTanjung Morawa)

Belmera Branch

42.70

2005

07 July 2006

40

Operated since 1986


45


46


Operator


Length (km)

Highlights 2014


Management Report





No.

Section

12.

Jakarta Outer Ring Road (JORR)*)

PT Jalantol Lingkarluar Jakarta

43.10

2005

07 July 2006

40

Operated since 1991

13.

UlujamiPondok Aren


5.55

2005

07 July 2006

40

Operated since 2001

14.

Bogor Outer Ring Road (BORR)

PT Marga Sarana Jabar

11.00

2009

29 May 2006

45

Operated since 2009 • Section 1 Sentul SelatanKedung Halang (3.85 km): operated since 23 November 2009 • Section 2A Kedung HalangKedung Badak (1.95 km): operated since 04 June 2014

15.

JORR W2 Utara

PT Marga Lingkar Jakarta

7.70

2005

07 July 2006

40

Fully operated since 22 July 2014

16.

CengkarengKunciran

PT Marga Kunciran Cengkareng

14.19 not yet constructed

02 March 2009

35

Land acquisition

17.

KunciranSerpong

PT Marga Trans Nusantara

22 September 2008

35

Land acquisition


11.19 not yet constructed

Status





Glossary





72.64

2010

15 December 2006

45

Operated since 2011 • Stage I Section 1 SemarangUngaran (10.80 km): operated since 12 November 2011 • Stage I Section 2 UngaranBawen (12.30 km): operated since 04 April 2014

PT Marga Nujyasumo Agung

36,27

2007

06 April 2006

42

Operated since 2011 • Section 1A WaruSepanjang (2.30 km): operated since 05 September 2011

GempolPasuruan

PT Transmarga Jatim Pasuruan

34,15

2013

29 May 2006

45

Land acquisition and construction

21.

GempolPandaan

PT Jasamarga Pandaan Tol

13,61

2012

19 December 2006

35

Land acquisition and construction

22.

Nusa DuaNgurah RaiBenoa

PT Jasamarga Bali Tol

10,00

2012

16 December 2011

45

Fully operated since 01 October 2013

23.

MedanKualanamuTebing Tinggi

PT Jasamarga Kualanamu Tol

61,70 (not yet constructed)

05 January 2015

45

Land acquisition

No.

Section

Operator

18.

SemarangSolo

PT Trans Marga Jateng

19.

SurabayaMojokerto

20.

Length (km)

Status

Note: *) Excluding JORR Section S


47




Highlights 2014

Management Report



Address of Branch Offices, Subsidiaries and Associated Companies Branch Offices and Business Unit No.

48

Branch

Address

Phone/Fax/e-mail

1.

Jagorawi Branch

Jln. Raya Taman Mini Indonesia Indah Jakarta 13560

Tel.: 62 21 841 3632, 840 0732 Fax.: 62 21 840 0055 e-mail: [email protected]

2.

Cawang-TomangCengkareng Branch

Plaza Tol Cililitan Jln. Cililitan Besar Jakarta 13510

Tel.: 62 21 8088 7227 Fax.: 62 21 8088 7228 e-mail: [email protected]

3.

Jakarta-Cikampek Branch

Jln. Teuku Umar, Sepanjang Jaya Rawa Lumbu Bekasi 17114

Tel.: 62 21 821 6515, 8243 0045/48 Fax.: 62 21 821 6507 e-mail: [email protected]

4.

Jakarta-Tangerang Branch

Plaza Tol Tangerang Jln. Raya Serpong Tangerang Banten 15001 Jawa Barat

Tel.: 62 21 5575 3904/6237 Fax.: 62 21 5575 4029 e-mail: [email protected]

5.

Palikanci Branch

Jln. Jend. Sudirman No. 138 Ciperna Cirebon 45171

Tel.: 62 231 489 800, 484 268 Fax.: 62 231 483 457 e-mail: [email protected]

6.

Purbaleunyi Branch

Plaza Tol Pasteur Jln. Dr. Djundjunan No. 257 Bandung 40164


7.

Semarang Branch

Plaza Tol Manyaran Jln. Tol Semarang Semarang 50147


8.

Surabaya-Gempol Branch

Plaza Tol Kota Satelit Jln. Mayjen. Sungkono Surabaya 60189


9.

Belmera Branch

Jln. Simpang Tanjung No. 1A Medan 20241


10.

Rest Area Business Unit

Jalan Tol Purbaleunyi KM 88 Jalur B Sukatani Purwakarta 41167

Tel.: 62 264 8280388 Fax.: 62 264 8260288






Glossary


Subsidiaries No.

Subsidiary

Address

Phone/Fax/e-mail

1.


Plaza Tol Jati Asih Bekasi 17423

2.


3.


4.


5.


6.


7.


8.


9.


10.


11.


12.

PT Jasa Layanan Pemeliharaan

13.

PT Jasamarga Properti

Plaza Tol Sentul Barat Jalan Tol Lingkar Luar Bogor 16710 PO BOX 2012 Jln. Murbei No. 1 Sumur Boto Banyumanik Semarang Jawa Tengah Jln. Raya Taman, Plaza Tol Waru I Ramp Sidoarjo 61257 Gedung Ikat Plaza Lt. 3 Jln. By Pass I Gusti Ngurah Rai No. 505 Pemogan 80221 Denpasar, Bali Plaza Pondok Indah 3 Blok B No. 7 Jln. T. B. Simatupang Jakarta Perumahan Pondok Jati Blok CH No. 9, Sidoarjo Jawa Timur 61251 Plaza Tol Pandaan, Pandaan Jawa Timur 67156 Ruko Business Park Tangerang City No. A 19 Jln. Jend. Sudirman No. 1 Cikokol Tangerang 15117 Ruko Bidex Blok H. No. 7 Jln. Pahlawan Seribu, BSD City Tangerang Gedung Graha TB Simatupang Wing 2B Lantai 11 Jln. TB Simatupang Kav. 38, Jakarta Selatan 12450 Komplek Bina Marg No. 2 Jln. Bina Marga Cipayung Jakarta 13840 Plaza Tol Taman Mini Indonesia Indah Jln. Jasa Marga RT 008/002 Kel. Dukuh, Kec. Kramat Jati Jakarta Timur

Tel.: 62 21 822 3232 Fax.: 62 21 820 5151 e-mail: [email protected] Tel.: 62 21 29255000 Fax.: 62 21 29259942 Tel.: 62 24 747 5735 Fax.: 62 24 747 5735

Tel.: 62 31 787 9994/9995 Fax.: 62 31 787 9993 Tel.: 62 361 725 326/327 Fax.: 62 361 725 327

Tel.: 62 21 75900256 Fax.: 62 21 7660547 Tel.: 62 31 807 0680 Fax.: 62 31 807 0670 Tel.: 62 343 565 0727 Fax. : 62 343 565 0727 Tel.: 62 21 5578 2453 Fax.: 62 21 5578 2456

Tel.: 62 21 5315 4680 Fax.: 62 21 5315 4681

Tel.: 62 21 8444640 Fax.: 62 21 84598768 Tel.: 62 21 841 3632, 840 0732

Associated Companies No.

Associated Company

Address

Phone/Fax/e-mail

1.


Jln. Gas Alam Kp. Pedurenan RT/ RW.06/07 Kel. Harjamukti, Kec. Cimanggis Depok 16954

Tel.: 62 21 8775 7676 Fax.: 62 21 8775 0141 e-mail: [email protected]

2.

PT Ismawa Trimitra

Graha Iskandarsyah Jln. Iskandarsyah Raya 66 C, Kebayoran Baru Jakarta Selatan 12160

Tel.: 62 21 7207 5858 Fax.: 62 21-7209 935 e-mail: [email protected]

3.


Jln. Raya Pasar Minggu Kav. 17-A Jakarta

Tel.: 62 21 7944 386 Fax.: 62 21-7944 376


49




Highlights 2014

Management Report


Supporting Institutions and Professionals SECURITIES ADMINISTRATION AGENCY PT Datindo Entrycom Address

Puri Datindo – Wisma Sudirman Jln. Jend.Sudirman Kav. 34-35 Jakarta 10220 Tel.: 62 21 570 9009 Fax.: 62 21 570 9026

Services

Maintaining Shareholders Register and recording the changes in shareholders register in secondary market.

RATING AGENCY PT Pemeringkat Efek Indonesia

50

Address

Panin Tower Senayan City 17th Floor Jln. Asia Afrika Lot 19 Jakarta 10720 Tel.: 62 21 7278 2380 Fax.: 62 21 7278 2370

Services

Performing the rating of Jasa Marga’s Bonds (Bond I Series JM-10 No Coupon Year 2010, Bond XI Series P Year 2003, Bond XII Seri Q Year 2006, Bond XIII Series R Year 2007, Bond XIV Seri JM-10 Year 2010, Continuous Bond Stage I Series S Year 2013 and Continuous Bond Stage II Series T Year 2014).







Glossary


NOTARY Ir. Nanette Cahyanie Handari Adi Warsito, SH. Address

Jln. Panglima Polim V 11 Melawai, Kebayoran Baru Jakarta Selatan 12160

Services

Jasa Marga’s Notary at the Annual General Meeting of Shareholders for fiscal year 2014.

LEGAL CONSULTANT Soemarjono, Herman & Rekan Address

Jl. Sultan Agung 62, Pasar Manggis, Setiabudi Jakarta Selatan 12970

Services

Jasa Marga’s Legal Consultant at the Annual General Meeting of Shareholders for fiscal year 2014.

PUBLIC ACCOUNTANT Public Accounting Firm Aryanto, Amir Jusuf, Mawar & Saptoto (RSM AAJ Associates) Address

Plaza ABDA, Lantai 10 Jln. Jend.Sudirman Kav. 59 Jakarta 12190 Tel.: 62 21 5140 1340 Fax.: 62 21 5140 1350

Services

•

General Audit on the Consolidated Financial Statements of PT Jasa Marga (Persero) Tbk. for the year ended 31 December 2014.

•

Compliance Audit on prevailing rules and regulations along with the Corporate Internal Control System.

•

General Audit on Financial Statements of Partnership and Community Development Programs of PT Jasa Marga (Persero) Tbk. for the year ended 31 December 2014.

•

Review on Performance Report of PT Jasa Marga (Persero) Tbk. fiscal year 2014 which includes review on achievement of Key Performance Indicator (KPI) of the Company and review on achievement of KPI of Directors and Board of Commissioners fiscal year 2014.


51


52




Highlights 2014

Management Report







Glossary



Jasa Marga has made fundamental transformation in its business management with the purpose of adding its operating toll roads, increasing revenue capacity, improving customer satisfaction, along with boosting efficiency

To support the Company’s Vision and Mission of 2017 and 2022, as well as to adjust its condition to the changes in business condition of toll road industry, Jasa Marga has made fundamental transformation in its business management with the purpose of adding its operating toll roads, increasing revenue capacity, improving customer satisfaction, along with boosting efficiency. The transformations carried out by Jasa Marga encompass improvements of system and procedure along with business process, implementation of performance evaluation system, and development of business potential. Following are the efforts in Transformation carried out by Jasa Marga throughout 2014.

Human Capital Transformation Implementation of Performance Management System and Employees Competency Management To accomplish its Vision and Mission, the Company requires human resources that drive towards the achievements of the agreed targets. To direct, motivate and ensure that the entire employees give their contribution to the maximum level in accordance with their respective fields, the Company therefore implements Performance Management System (Sistem Manajemen Kinerja – SMK) and Employees Competency Management (Manajemen Kompetensi Karyawan – MKK) to support the abovementioned achievements.


53




Highlights 2014

Management Report



SMK is implemented by carrying out a series of

In 2014, KPI has been cascaded to individual KPI, it is

activities performed by all employees as both

therefore expected that this will enhance integration

subordinate and superior in order to achieve the

and harmony among individual performance, work

goal set by the Company. The implementation

units and the Company. The implementation of

begins with planning, monitoring/review, coaching,

individual KPI is also carried out simultaneously

and performance evaluation, along with follow up

with the implementation of system improvement

in the form of extending rewards and punishment.

of performance-based remuneration in which each

The implementation of SMK will be conducted

individual receives different incentive depending on

continuously.

his/her performance achievement reflected in the KPI achievement.

In order to make sure of the success of SMK implementation, the Company supports it by also implementing MKK. MKK is conducted by all employees in view of employees’ competency management to boost high performance starting from determining job competency, employees competency assessment/measurement and follow up in the form of extending rewards and development (career trainings, enrichments) and it is conducted continuously. Implementation of Key Performance Indicators (KPI) In view of improving the Company’s performance to reach the next growth, Jasa Marga also makes transformation in setting Key Performance Indicator (KPI), based on Criteria for Excellent Performance Assessment (Kriteria Penilaian Kinerja Unggul – KPKU), the guidelines issued by the Ministry of State-Owned Enterprises. In principle, KPKU is based on balanced score card. The setting of KPI based on balanced score card has started in 2010 by integrating it at the levels of Corporate, Directorate, Work Units of Head Office, Branch Offices and Subsidiaries.

54


Operational Transformation Jasa Marga continues to improve the ease and convenience of transaction services at toll gates by implementing electronic card known by the name of e-Toll Card. In 2014, Jasa Marga has implemented the use of e-Toll Card on all of its operating toll roads in Indonesia, operated by both Jasa Marga as well as its Subsidiaries. This suggests the Company’s significant effort which enables the use of e-Toll Card on toll road sections applying closed system, hence widening the use of cashless transaction for the convenience of the toll road users. Jasa Marga has increased its Automated Toll Booth (Gardu Tol Otomatis – GTO) and as of the end of 2014, the Company’s GTO represent 30% of the total number of operating toll booths of 933 units all across Indonesia. Jasa Marga is targeting to operate GTO up to 50% of the total toll booths in 2016 and this is expected to increase the use of e-Toll Card presently reaching 12%.





Glossary


Transformation of Financial Management

Transformation of Investment Development

In the financial aspect, the Company makes

In 2014, Jasa Marga succeeded in acquiring the

improvements of management information system

concession of a new toll road section, i.e. Medan-

required in supporting the success of financial

Kualanamu-Tebing Tinggi Toll Road. Having this

management that will boost financial management

concession represents the Company’s effort to

well, effectively and efficiently.

keep adding to its length of toll road concessions that the Company owns. Until the end of 2014,

In 2014, the Company has completed and

Jasa Marga has operated a total length of 576 km

implemented Accounting Financial Transaction

toll roads and the number will continue to increase

and Procedure System and Manual with the

as the Company completes and accelerates the

following objectives:

development of new toll roads.

a.

b. c.

d. e.

The reference in preparing and presenting financial statements in accordance with the

In the year 2018, Jasa Marga is expected to operate

purpose.

771 km toll roads, maintaining Jasa Marga’s position

The source of reference in solving issues related

as the market leader of toll road industry in

to financial reporting.

Indonesia.

The guidelines, meaning and direction for those carrying out the financial recording, controlling

In addition, the Company also maximizes its assets

and reporting.

and resources by managing the opportunity of

The basis in making and developing application

businesses related to toll road by developing

system.

property and toll road maintenance businesses.

The reference for Internal Audit Unit in carrying

The said businesses will be in synergy with the

out its audit on accounting activities.

Company’s core business activities.


55




Highlights 2014

Management Report



Highlights 2014 Financial Highlights 2010 - 2014

(in billion Rupiah, unless otherwise stated)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

2011

2012

2013*

2014

Operating Revenues

4,379

6,486

9,070

10,271

9,175

Operating Expenses

(2,390)

(4,155)

(6,095)

(8,012)

(6,131)

Operating Income

1,988

2,330

2,975

2,259

3,044

Income before Taxes

1,476

1,590

2,055

1,311

1,822

Tax Expenses

(292)

(411)

(519)

(382)

(607)

Income for the Year Attributable to: Owner of the Parent Entity Non-Controlling Interest Total Income (Loss) of the Year Comprehensive Income for the Year Attributable to: Owner of the Parent Entity Non-Controlling Interest Total Comprehensive Income for the Year DATA ON SHARES Number of Shares Outstanding (million shares)

1,193

1,196

1,602

1,028

1,403

(9)

(17)

(66)

(99)

(188)

1,184

1,179

1,536

929

1,215

1,195

1,198

1,603

1,026

1,404

(9)

(17)

(66)

(99)

(188)

1,186

1,180

1,536

928

1,216

6,775

6,775

6,800

6,800

6,800

Earnings per Share (full Rupiah amount)

176

177

236

151

206

Dividend per Share (full Rupiah amount)

106

79

94

79

**

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION Total Assets

18,952

20,916

24,754

28,059

31,858

Total Liabilities

10,593

12,555

14,966

17,501

20,433

8,359

8,361

9,788

10,558

11,425

Capital Expenditure

1,181

2,304

1,832

4,931***

4,788***

Investment in Associate Companies

201

201

176

179

171

1,612

228

(2,117)

(1,083)

(672)

Total Equity

Working Capital Net FINANCIAL RATIOS (%) Return on Assets

6.30

5.72

6.47

3.66

4.41

Return on Equity

14.28

14.31

16.37

9.73

12.28

Net Profit Margin

273.26

18.45

17.66

10.01

15.30

Current Ratio

165.04

98.21

68.16

77.77

84.43

Debt to Equity Ratio

126.71

150.00

152.90

165.76

178.84

Debt to Assets Ratio

55.89

60.03

60.46

62.37

64.14

INDUSTRY RATIOS Toll Revenues to Length of Toll Roads Ratio (Rp billion/km) Toll Revenues to Number of Employees Ratio (Rp billion/people) *) Restated **) Will be decided at AGMS in 2015 ***) Total Consolidated Capital Expenditure

56

2010


8.11

8.89

10.24

10.36

11.53

0.81

0.94

1.10

1.19

1.42






Glossary

Financial Achievements 2010-2014 Operating Expenses

3,044

2,259

2,975

6,131

8,012

1,988

4,155

(billion Rupiah)

2,390 4.379

6,095

9,175

10,271

OPERATING INCOME

(billion Rupiah)

6,486

4,379

9,070

(billion Rupiah)

2,330

Operating Revenues

2010

2011

2012

2013*

2014

Income before Taxes

2010

2011

2012

2013*

2014

INCOME FOR THE YEAR ATTRIBUTABLE TO OWNER OF THE PARENT ENTITY

(billion Rupiah)

2010

2011

2012

2013*

2014

Earnings per Share (billion Rupiah)

2012

2014

2010

2011

2011

151 2012

2013*

2014

Equity

2012

2013*

2014

2010

2011

2012

2013*

11,425

20,433

17,501

(billion Rupiah)

8,359

10,593

31,858

28,059 2013*

2010

206

236

2014

177

176

1,403

1,028

1,196

1,602

2013*

(billion Rupiah)

24,754

18,952

20,916 2011

2012

Liabilities

(billion Rupiah)

2010

2011

10,558

Assets

2010

9,788

2014

1,193

1,822

1,311 2013*

8,361

2012

14,966

2011

12,555

2010

2,055

1,590

1,476

(billion Rupiah)

2014

*) Restated


57




Highlights 2014

Management Report



Operational Highlights 2010-2014 Description

2010

Length of Toll Roads (km) Traffic Volume Transaction (billion vehicles) SPM (minimum level of service) Fulfillment

2012

2014

2013

531

545

545

560

576

0.96

1.09

1.20

1.26

1.32

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Fulfilled

Number of Permanent Employees (people)

5,303

5,154

5,075

4,875

4,692

Number of Toll Collectors (people)

3,653

3,805

4,724

4,917

5,094

2,621,618

2,991,176

3,291,413

3,447,999

3,613,699

11,797,550

13,269,123

15,292,473

15,897,897

18,209,295

Average Daily Traffic (vehicles) Average Daily Toll Revenues (thousand Rupiah)

2011

2013

576

560

545

545

531

531

2007

527

2006

1.32

1.26

1.20 2012

527

2010

1.09

0.96

527

(billion vehicles transactions)

527

Length of Toll Road Concessions Owned by Jasa Marga 2010-2014 (km)

527

Transaction Traffic Volume 2010-2014

58

2011

2014

2004 2005


2008

2009 2010

2011

2012

2013

2014






Glossary

Stocks Highlights Quarterly JSMR Share Price & Volume at the Indonesia Stock Exchange 2007-2014

Year

High

Low

Close

(full Rupiah amount) 2007 4Q

2008

2009

2010

2011

2012

2013

2014

2,200

1,700

1,900

1Q

2,025

1,220

2Q

1,450

1,150

3Q

1,380

4Q

1,000

1Q

1,060

2Q

1,740

3Q

1,920

4Q

Traded Shares Volume

Number of Shares Outstanding

Market Capitalization

(shares)

(shares)

(Rp billion)

7,779,000

6,800,000,000

12,920

1,400

844,500

6,800,000,000

9,520

1,160

2,034,500

6,800,000,000

7,888

830

1,010

667,500

6,800,000,000

6,868

610

910

10,152,500

6,800,000,000

6,188

830

900

11,740,000

6,800,000,000

6,120

900

1,550

1,768,000

6,800,000,000

10,540

1,540

1,870

6,375,000

6,800,000,000

12,716

1,940

1,710

1,810

5,534,500

6,775,476,500*

12,264

1Q

1,900

1,660

1,790

12,074,000

6,775,476,500

12,128

2Q

2,200

1,750

2,025

7,123,000

6,775,476,500

13,720

3Q

3,375

2,000

3,200

8,456,500

6,775,476,500

21,682

4Q

3,900

3,150

3,425

9,506,500

6,775,476,500

23,206

1Q

3,575

2,925

3,400

10,509,500

6,775,476,500

23,037

2Q

3,650

3,250

3,625

16,022,000

6,775,476,500

24,561

3Q

4,275

3,400

3,975

6,335,500

6,775,476,500

26,933

4Q

4,275

3,550

4,200

2,323,500

6,775,476,500

28,457

1Q

5,150

4,125

5,150

17,973,000

6,775,476,500

34,894

2Q

5,700

4,875

5,400

8,058,500

6,800,000,000*

36,720

3Q

6,000

5,300

5,850

10,731,500

6,800,000,000

39,780

4Q

5,950

5,450

5,450

10,019,500

6,800,000,000

37,060

1Q

5,950

5,100

5,950

17,130,000

6,800,000,000

40,460

2Q

6,950

5,700

6,050

16,095,500

6,800,000,000

41,140

3Q

6,000

5,300

5,200

11,699,000

6,800,000,000

35,360

4Q

5,800

4,525

4,725

4,192,000

6,800,000,000

32,130

1Q

6,000

4,450

6,000

8,783,600

6,800,000,000

40,800

2Q

6,175

5,800

5,975

6,053,800

6,800,000,000

40,630

3Q

6,625

5,925

6,450

5,031,500

6,800,000,000

43,860

4Q

7,050

5,950

7,050

5,713,100

6,800,000,000

47,940

Note: *) In 4Q2009, the Company bought back its shares amounting to 24,523,500 shares and sold the buyback shares in 2Q2012


59




Highlights 2014

Management Report



Volume and Price of Jasa Marga Shares (JSMR) in 2013 and 2014

JSMR Return vs. Jakarta Composite Index (JCI) 2007-2014 percentage

350 Jasa Marga

JCI 300 250 200 150 100 50 0 -50

Year

4Q

1Q

2007

2Q

3Q

2008

4Q

1Q

2Q

3Q

4Q

2009

1Q

2Q

3Q

4Q

2010

1Q

2Q

3Q

4Q

2011

1Q

2Q

3Q

4Q

2012

1Q

2Q

3Q

4Q

1Q

2013

2Q

3Q

4Q

2014

(Source: Bloomberg)

Since it was first listed at Jakarta Stock Exchange on 12 November 2007 until 31 December 2014, JSMR has given 334.14% return. As of 31 December 2014, JSMR was also included in several indices both local and international.

LQ45 Index IDX30 Index SMinfra18 Index

60

KOMPAS100

SRI-KEHATI (Indonesian Biodiversity) Index


Investor33 Index

MSCI Global Standard Indices

Indeks ASEAN Exchanges

FTSE Global Equity Index






Glossary

Bonds Highlights Jasa Marga Outstanding Bonds 2013 Bond ** 1. JORR II (A)

Code

Par Value (Rp Million)

Coupon (%)

Year of Maturity

Rating -

*

-

77,377

15.25

2016

2. JORR II (B) *

-

77,377

15.25

2018

-

3. JORR II (C) *

-

104,400

15.50

2021

AA

4. Jasa Marga XII (Q)

JMPD12Q

1,000,000

13.50

2016

id

5. Jasa Marga XIII (R)

JMPD13R

1,500,000

10.25

2017

id

6. Jasa Marga XIV (JM-10)

JMPD14JM10

1,000,000

9.35

2020

id

7. Jasa Marga Continuous Bond I Phase I Year 2013 Series S-Tranche A

JSMR01ACN1S

700,000

8.40

2014

id

8. Jasa Marga Continuous Bond I Stage I Year 2013 Series S-Tranche B

JSMR01BCN1S

400,000

8.70

2016

id

9. Jasa Marga Continuous Bond I Stage I Year 2013 Series S-Tranche C

JSMR01CCN1S

1,000,000

8.90

2018

id

Code

Par Value (Rp Million

AA AA AA

AA

AA

Jasa Marga Outstanding Bonds 2014 Bond **

Coupon (%)

Year of Maturity

Rating -

1. JORR II (A)

*

-

77,377

15.25

2016

2. JORR II (B)

*

-

77,377

15.25

2018

-

3. JORR II (C) *

-

104,400

15.50

2021

AA

4. Jasa Marga XII (Q)

JMPD12Q

1,000,000

13.50

2016

id

5. Jasa Marga XIII (R)

JMPD13R

1,500,000

10.25

2017

id

6. Jasa Marga XIV (JM-10)

JMPD14JM10

1,000,000

9.35

2020

id

7. Jasa Marga Continuous Bond I Phase I Year 2013 Series S-Tranche A

JSMR01ACN1S

700,000

8.40

2014

id

8. Jasa Marga Continuous Bond I Stage I Year 2013 Series S-Tranche B

JSMR01BCN1S

400,000

8.70

2016

id

9. Jasa Marga Continuous Bond I Stage I Year 2013 Series S-Tranche C

JSMR01CCN1S

1,000,000

8.90

2018

id

10. Jasa Marga Continuous Bond I Stage II Year 2014 Series T

JSMR01CN2T

1,000,000

9.85

2019

id

Notes:

AA AA AA

AA

AA

AA

* Not Listed ** All Jasa Marga Bonds are listed at Indonesia Stock Exchange

Based on the letters No. 884/PEF-Dir/VI/2014, No. 885/PEF-Dir/VI/2014 and No. 886/PEF-Dir/VI/2014 from Pefindo to the Company dated 04 June 2014, Jasa Marga’s bonds are rated idAA (Double A).

Rating Definition

AA represents obligor’s very strong capacity to fulfill its long-term financial liabilities id relative to other Indonesian obligors.


61




Highlights 2014

Management Report



Chronology of Jasa Marga Shares Listing and Bonds Issuance Chronology of Jasa Marga Shares Listing Composition of Ownership Date

Corporate Action

Government of the Republic of Indonesia Series A Shares

Status Before IPO

Series B Shares

%

Public

Buyback Shares

Series B Shares

Series B Shares

%

%

1

4,759,999,999 100

-

-

-

-

12 November 2007

IPO at Jakarta Stock Exchange

1

4,759,999,999

70

2,040,000,000

30

-

-

13 October 2008 12 January 2009

Buyback Shares

1

4,759,999,999

70

2,015,476,500

29.6

24,523,500

0.4

05 April 2012 - 25 June 2012

Sell Buyback Shares

1

4,759,999,999

70

2,040,000,000

30 (24,523,500)

-

1

4,759,999,999

70

2,040,000,000

30

-

Status as of 31 December 2014

-

Chronology of Jasa Marga Bonds Issuance

Bond **

Par Value

Tenor

(Rp Million)

(Year)

Date of Maturity

(dd-mmyyyy)

(dd-mmyyyy)

Rating

Status as of 31 Dec 2014

23,718

5

11-03-1983

11-03-1988

Paid

Jasa Marga II/1 (B)

40,000

5

31-10-1983

31-10-1988

Paid

Jasa Marga II/2 (C)

20,000

5

06-02-1984

06-02-1989

Paid

Jasa Marga II/2 (D)

20,000

5

05-03-1984

05-03-1989

Paid

Jasa Marga II/2 (E)

20,000

5

31-03-1984

31-03-1989

Paid

Jasa Marga III/1 (F/1)

40,000

5

28-12-1984

28-12-1989

Paid

Jasa Marga III/2 (F/2)

30,000

5

01-03-1985

01-03-1990

Paid

Jasa Marga IV/1 (G/1)

40,000

5

27-12-1985

27-12-1990

Paid

Jasa Marga IV/2 (G/2)

60,000

5

24-03-1986

24-03-1991

Paid

Jasa Marga V/1 (H)

60,000

5

06-07-1987

06-07-1992

Paid

Jasa Marga V/2 (I)

40,000

5

19-11-1987

19-11-1992

Paid

Jasa Marga VI/1 (J)

75,000

8

20-6-1988

20-06-1996

Paid

Jasa Marga VI/2 (K)

50,000

8

01-02-1989

01-02-1997

Paid

Revenue Indexed Bond Phase I

40,000

12

31-07-1989

31-07-2001

Paid

Revenue Indexed Bond Phase II

30,000

12

21-09-1989

21-09-2001

Paid

Jasa Marga VII (L)

100,000

8

08-06-1990

08-06-1998

Paid

Jasa Marga VIII (M)

150,000

8

27-03-2000

27-03-2008

Paid

Jasa Marga I (A)

Jasa Marga IX (N)

400,000

5

12-04-2002

12-04-2007

Paid

Jasa Marga X (O)

650,000

8

04-12-2002

04-12-2010

Paid

Jasa Marga XI (P)

1,000,000

10

10-10-2003

10-10-2013

id

500,000

3

10-12-2010

10-12-2013

AA id

Paid

274,260

10

19-11-2003

19-11-2013

-

Paid

Jasa Marga I (JM-10) JORR I

62

Date of Issuance

*)


AA

Paid




Bond **

JORR II (A) *)


Par Value

Tenor

(Rp Million)

(Year)

77,377

10


Glossary

Date of Issuance

Date of Maturity

(dd-mmyyyy)

(dd-mmyyyy)

05-01-2006

05-01-2016

*)

77,377

12

JORR II (C) *)

104,400

15

05-01-2006

05-01-2021

JORR II (B)

05-01-2006

Rating

Status as of 31 Dec 2014

-

Outstanding

05-01-2018

-

Outstanding

-

Outstanding

Jasa Marga XII (Q)

1,000,000

10

06-07-2006

06-07-2016

id

AA

Outstanding

Jasa Marga XIII (R)

1,500,000

10

06-21-2007

06-21-2017

AA id

Outstanding

Jasa Marga XIV (JM-10)

1,000,000

10

10-12-2010

10-12-2020

AA id

Outstanding

AA

Paid

AA

Outstanding

AA

Outstanding

AA

Outstanding

Jasa Marga Continuous Bond I Phase I Year 2013 Series S-Tranche A

700,000

370 days

27-09-2013

02-10-2014

id

Jasa Marga Continuous Bond I Phase I Year 2013 Series S-Tranche B

400,000

3

27-09-2013

27-09-2016

id

Jasa Marga Continuous Bond I Phase I Year 2013 Series S-Tranche C

1,000,000

5

27-09-2013

27-09-2018

id

Jasa Marga Continuous Bond I Phase II Year 2014 Series T

1,000,000

5

22-09-2014

19-09-2019

id

Notes: * Not Listed ** All Jasa Marga bonds are listed at Indonesia Stock Exchange

Composition of JSMR Shares Ownership Composition of JSMR Shares Ownership as of 31 December 2014

Foreign Investors

19.09%

Mutual Fund

4.38%

Domestic Individual/Retail

5.47%

Domestic Individual/Retail

1.06% Government of the Republic of Indonesia

70.00%


63




Highlights 2014

Management Report


Composition of JSMR Shares Ownership Number of Shareholders

Description


Number of Shares

Government of Indonesia


Composition (%)

1

4,760,000,000

70.00

6,069

2,040,000,000

30.00

5,028

72,087,196

1.06

Institution

64

112,504,575

1.65

Insurance

45

157,549,400

2.32

119

102,114,200

1.50

Cooperative

5

138,481

0.00

Mutual Fund

171

297,755,903

4.38

33

1,094,000

0.02

604

1,296,756,245

19.07

6,070

6,800,000,000

100.00

Public Domestic Investors Individual/Retail

Foundation

Foreign Investors Individual/Retail Institution Total

JSMR Shares Ownership of Minimum 5% Name Government of the Republic of Indonesia


Status of Owner Government of the Republic of Indonesia

Number of Shares 4,760,000,000

JSMR Shares Ownership of Less than 5% Name Domestic Investors Foreign Investors TOTAL

64


Number of Shareholders 5,432

Percentage (%) 70.00


Number of Shares 742,149,755

Percentage (%) 10.91

637

1,297,850,245

19.09

6,069

2,040,000,000

30.00






Glossary

Information on Major Shareholder As at 31 December 2014, as the Major Shareholder, the Government of the Republic of Indonesia holds one Series A Dwiwarna share and 4,760,000,000 Series B Ordinary Shares. As shareholder of Series A Dwiwarna, the Government of the Republic of Indonesia has privileges of increasing or decreasing authorized capital and amending the Company’s Articles of Association, appointing and dismissing members of the Directors and Board of Commissioners, merging, fusing, taking over as well as dissolution and liquidation of the Company.

Shares Ownership of Board of Commissioners, Directors and Employees as of 31 December 2014

Name

Number of Shares

Position

Percentage (%)

Agoes Widjanarko

Chairman

80,000

0.001

Ibnu Purna

Commissioner

10,500

0.000

Akhmad Syakhroza

Commissioner

Nil

0

Boediarso Teguh Widodo

Commissioner

Nil

0

Mayjen. (Purn). Samsoedin

Independent Commissioner

Nil

0

Irjen Polisi (Purn.) Michael Dendron Primanto


Adityawarman

President Director

Hasanudin

Operation Director

Abdul Hadi Hs.

Business Development Director

Reynaldi Hermansjah

Finance Director

200,000

0.003

Muh Najib Fauzan

Human Capital and General Affairs Director

107,500

0.002

801,500

0.012

Total Shares Ownership of Board of Commissioners and Directors Shares Ownership of Employees Total Shares Ownership of Board of Commissioners, Directors and Employees

Twenty Largest Jasa Marga Shareholders

0 0.002

8,500

0.000

260,500

0.004

12,537,761

0.184

13,339,261

0.196


Number of Shares

No.

Name

1. 2. 3. 4. 5. 6. 7. 8. 9. 10.

GOVERNMENT OF THE REPUBLIC OF INDONESIA BNYM SA/NV AS CUST OF EMPLOYEES PROVIDENT FUND-2039844119 JPMORGAN CHASE BANK NA RE NON-TREATY CLIENTS - 2157804006 PT AIA FINL - UL EQUITY BPJS KETENAGAKERJAAN-JHT BBH BOSTON S/A VANGRD EMG MKTS STK INFD JPMCB-JPMORGAN FUNDS -2157804185 REKSA DANA BNP PARIBAS INFRASTRUKTUR PLUS JPMCB - NORGES BANK - 2157804128 JPMCB-FIDELITY INVESTMENT TRUST:FIDELITYEMERGING MARKETS FUND -2157804068 SMARTLINK RUPIAH EQUITY FUND GIC S/A GOVERNMENT OF SINGAPORE RD BNP PARIBAS EKUITAS - 897634000 SSB 0BQM S/A ISHARES MSCI EMG MARKETS MIN VOL ETF-2144612119 ASURANSI JIWA MANULIFE INDONESIA, PT-49454000 BPJS KETENAGAKERJAAN - JKK REKSA DANA SCHRODER DANA PRESTASI DINAMIS SSB OBIH S/A ISHARES MSCI EMERGING MARKETS ETF-2144609616 SSB 1BA9 ACF MSCI EQUITY INDEX FUND B-INDONESIA - 2144609619 DANA PENSIUN TELKOM TOTAL

11. 12. 13. 14. 15. 16. 17. 18. 19. 20.

Nil 134,500

Percentage (%)

4,760,000,000 131,807,100 93,131,855 70,161,400 65,035,200 38,363,500 36,292,800 32,629,900 29,561,300 26,075,800

70.000 1.938 1.370 1.032 0.956 0.564 0.534 0.480 0.435 0.383

23,819,700 22,326,812 22,201,900 19,815,600 17,566,300 17,272,700 16,860,500 15,588,100 15,483,400 14,716,000 5,468,709,867

0.350 0.328 0.326 0.291 0.258 0.254 0.248 0.229 0.228 0.216 80.422


65




Highlights 2014

Management Report


Ten Largest Jasa Marga Bondholders

1 2 3 4 5 6 7 8 9 10

Name PT Bank Panin Tbk PT Bank Bukopin Bank DKI PT Bank Panin Tbk Arjuna Finance Depkeu RI cq. DJKN cq. Ditjen Kekayaan Negara Lain2 Depkeu RI cq. DJKN cq. Ditjen Kekayaan Negara Lain3 PT Bank Windu Kentjana PT Bank Mega Tbk PT Bank Mega Tbk

Name

1 2 3 4 5 6

PT Bank Panin Tbk PT Bank Bukopin Bank DKI PT Bank Panin Tbk Arjuna Finance Depkeu RI cq. DJKN cq. Ditjen Kekayaan Negara Lain2 Depkeu RI cq. DJKN cq. Ditjen Kekayaan Negara Lain3 PT Bank Windu Kentjana PT Bank Mega Tbk PT Bank Mega Tbk

7 8 9 10

Name

64.26 4.45 3.32 3.16 0.43 0.27

83.04 5.76 4.29 4.08 0.56 0.34

0.20

0.26

0.20 0.19 0.19

0.26 0.24 0.24

Number of Securities

Percentage (%) 5.69

85.68

82.07

4.03

4

PT Bank Panin Tbk

4.21

5

Bpk. Wiantono

1.23

1.18

6

Arjuna Finance

0.58

0.55

7

Depkeu RI cq. DJKN cq. Ditjen Kekayaan Negara Lain2

0.35

0.34

8

Depkeu RI cq. DJKN cq. Ditjen Kekayaan Negara Lain2

0.27

0.26

9

PT Bank Windu Kentjana

0.27

0.26

0.25

0.24

Jasa Marga Bond XII (Q) Number of Securities

Percentage (%)

BPJS Ketenagakerjaan JHT (dh PT Jamsostek)

207.00

2

PT Taspen (Persero) – THT

150.00

15.00

3 4 5

BCA- TREASURY DEPT DANA PENSIUN PERTAMINA DP BNI

100.00 100.00 51.00

10.00 10.00 5.10

6 7

Dana Pensiun PLN DP. Telkom

50.00 50.00

5.00 5.00

20.70

8

REKSA DANA DANAREKSA INVESTA FLEKSI VI

42.00

4.20

9

DANA PENSIUN BRI

30.00

3.00

10

Dana Pensiun Garuda Indonesia

19.00

1.90

Jasa Marga Bond XIII (R)

5 6 7 8 9 10

66

2.99 2.50 2.50


4.24

4

29.90 25.00 25.00

Percentage (%)

5.94

Name

10.00 9.00 8.00 5.90 3.50 3.00

8 9 10

4.43

PT Taspen (Persero) - THT BCA- TREASURY DEPT PT. BANK RAKYAT INDONESIA (PERSERO)-DIVISI TREASURY BPJS Ketenagakerjaan JHT (dh PT Jamsostek) REKSA DANA BAHANA MAXIMA DINAMIS 2 DANA PENSIUN BRI BPJS KESEHATAN - DANA JAMINAN SOSIAL DANA PENSIUN PERTAMINA BPJS KETENAGAKERJAAN - (TRD-JHT) AAA OPTIMAL INCOME FUND

23.00

100.00 90.00 80.00 59.00 35.00 30.00

0.26 0.24 0.24

Bank DKI

1 2 3

230.00

0.26

PT Bank Bukopin

No.

BPJS Ketenagakerjaan JHT (dh PT Jamsostek) BPJS KESEHATAN BCA- TREASURY DEPT PT. JASA RAHARJA (PERSERO) PT AJ BRINGIN JIWA SEJAHTERA PT ASURANSI ASTRA BUANA REKSADANA OPTIMA PENDAPATAN ABADI RDPT TRIM Performa Dinamis Terbatas BNI TREASURY REKSA DANA MANDIRI INVESTA INVESTA DANA PENDAPATAN OPTIMAL

0.20 0.19 0.19

2

Name

1

0.20

3

1

Percentage (%)

2 3 4 5 6 7

PT Bank Panin Tbk

No.


83.04 5.76 4.29 4.08 0.56 0.34

1

10 PT Bank Mega Tbk

Name

64.26 4.45 3.32 3.16 0.43 0.27

JORR II Bond (C) No.

No.


Percentage (%)

JORR II Bond (B) No.


Jasa Marga XIV Bond (JM-10)

JORR II Bond (A) No.



Percentage (%)

323.00 231.00 104.00

21.53 15.40 6.93

74.00

4.93

66.00

4.40

60.00 50.00

4.00 3.33

35.00 30.00 30.00

2.33 2.00 2.00


Jasa Marga Continuous Bond I Phase I Year 2013 Series S-Tranche B No.

Name


Percentage (%)

1 2 3 4 5 6 7 8 9 10

BATAVIA PROTEKSI ANDALAN 11 PT Bank CIMB Niaga Tbk, BDI Treasury ALM Family DP. Jasa marga PT AIA FINANCIAL DPLK Bank BNI PT. Bank Internasional Indonesia PT BANK RIAU KEPRI PT Bank CIMB Niaga Tbk, YAYASAN KESEJAHTERAAN PEGAWAI PT BRI

72.00 40.00 30.00 30.00 26.00 25.00 20.00 20.00 20.00

18.00 10.00 7.50 7.50 6.50 6.25 5.00 5.00 5.00

20.00

5.00

Jasa Marga Continuous Bond I Phase I Year 2013 Series S-Tranche C No.

Name


Percentage (%)

1 2 3

MANDIRI SEKURITAS, PT. PT Bank CIMB Niaga Tbk. DPLK Bank BNI BPJS KETENAGAKERJAAN - JKK PT. Bank Internasional Indonesia PT. JASA RAHARJA (PERSERO) BPJS KETENAGAKERJAAN - BPJS Dana Pensiun Perkebunan DP BNI REKSA DANA RHB OSK SMILE FIXED INCOME FUND

170.00 105.00 70.00 50.20 50.00 50.00 36.23 35.00 30.00

17.00 10.50 7.00 5.02 5.00 5.00 3.62 3.50 3.00

30.00

3.00

4 5 6 7 8 9 10

Jasa Marga Continuous Bond I Phase II Year 2014 Series T No. 1 2 3 4 5 6 7 8 9 10

Name PT Bank Mandiri PT Bank DBS Indonesia - GFM BPJS Ketenagakerjaan JHT (dh PT Jamsostek) Dana Pensiun PLN DPLK Bank BNI PT. JASA RAHARJA (PERSERO) REKSA DANA TERPROTEKSI BNI-AM PROTEKSI XXXIX AVRIST - LIFE DPLK BANK RAKYAT INDONESIA RD PREMIER OBLIGASI


Percentage (%)

155.00 130.00 100.00

15.50 13.00 10.00

75.00 70.00 50.00 50.00

7.50 7.00 5.00 5.00

45.00 25.00 23.00

4.50 2.50 2.30






Glossary

Capital Market Condition and Performance of JSMR Shares in 2014 Throughout 2014, the condition of global economy and politic in Indonesia has significantly influenced the condition of capital market in the country. In the opening of 2014, the Jakarta Composite Index was at the level of 4,294 and with the closing position of 5,226 showed an increase by 21.70%. The policy of the Indonesian Government to focus on infrastructure development has also given significant influence to the performance of JSMR shares given that JSMR is included in the field of infrastructure. At the opening in the beginning of 2014, JSMR was at the level of 4,750 and at the closing at the end of 2014 it increased by 49.21% to a level of 7,050.

JSMR Share Price Movement vs. JCI 2014 Rp

7,050.00

7,000.00 JCI 5,226.95

JSMR 7,050.00

6,500.00

6,000.00

5,500.00 5,226.95

5.000.00

4.,500.00

4,000.00 Jan Year

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

Nov

Dec

2014


67




Highlights 2014

Management Report



Significant Events in 2014

11 March 2014

19-26 March 2014

04 April 2014

2013 Annual GMS

Jasa Marga Goes to Campus

Jasa Marga convened Annual

To show its awareness of

General Meeting of Shareholders

educational aspect, especially

Minister of Public Works Inaugurated Ungaran-Bawen Toll Road

(GMS) financial year 2013 taking

in educating college students,

The Minister of Public Works

place at The Dharmawangsa

the Company conducted

Djoko Kirmanto inaugurated the

Jakarta.

socialization on safety driving

operation of 12.30 km Section 2

on toll roads. The activity took

Ungaran-Bawen, which is part

place at Bandung Institute of

of the 72.64 km Semarang-Solo

Technology (ITB), Bina Nusantara

Toll Road. Semarang-Solo Toll

University (Binus), University

Road will contribute to area

of Indonesia (UI), International

development and increase

Siswa Bangsa University (USBI)

economic growth in the area

and Trisakti University, presenting

of Central Java Province and

the Directors of the Company

support the growth of this area.

as speakers. The said subject needs to be delivered so that college students have better understanding of the things they need to know when driving their vehicle on toll road, and that they as well as others are safe.

68






Glossary


30 May 2014

22 July 2014

23 July 2014

The Operation of BORR Section 2A (Kedung HalangKedung Badak)

JORR W2 North Kebon JerukUlujami Fully Operated

The Signing of Joint Working Agreement 2014-2016


Taking place at Jasa Marga


Djoko Kirmanto inaugurated

Development Center, Jasa Marga

Djoko Kirmanto inaugurated

the operation of 2 km Section

and Jasa Marga Labor Union

Bogor Outer Ring Road (BORR)

Ciledug-Ulujami of JORR W2

signed Joint Working Agreement

Toll Road Section 2A Kedung

North Toll Road. The operation

(Perjanjian Kerja Bersama – PKB)

Halang-Kedung Badak (1.95

of the Section marks the full

2014-2016. The signing ceremony

km), in line with the master

operation of 7.70 km JORR

was attended by President

plan of Metropolitan Priority

W2 North Toll Road and the

Director Adityawarman, Finance

Area (MPA) of Greater Jakarta

integration of JORR Toll Road.

Director Reynaldi Hermansjah,

(Jabodetabek) areas. The Toll

The operation of this Toll Road is

Human Capital and General

Road Section is part of the Bogor

expected to ease congestion.

Affairs Director Muh Najib Fauzan;

Outer Ring Road Toll Road and

and was witnessed by Director

is the continuation of its Section

General Industrial Relations

1 operated since 23 November

Guidance & Workers Social

2009.

Security R. Irianto Simbolon.


69




Highlights 2014

Management Report




24 July 2014

20 August 2014

22 September 2014

Mudik Gratis Bareng Jasa Marga

The Signing of Suramadu Toll Bridge Concession Agreement

Jasa Marga Issued Rp 1 Trillion Bond

As the realization of its social

Jasa Marga President Director

The Company issued bond

responsibility, Jasa Marga held

Adityawarman, together with

worth Rp 1 trillion in September

a free “mudik” program called

Head of the Indonesian Toll Road

2014. The bond issuance is the

“Mudik Gratis Bareng Jasa Marga”

Authority (Badan Pengatur

continuation of Continuous

in 2014/1435 H to assist workers

Jalan Tol – BPJT) Ahmad Ghani

Public Offering (Penawaran

supporting the Company’s

Ghazali signed the Concession

Umum Berkelanjutan – PUB) with

activities to go back to their

Agreement (Perjanjian

total emission of Rp 5.9 trillion.

hometown – known as “mudik” –

Pengusahaan Jalan Tol – PPJT)

The Rp 1 trillion bond has a five

to celebrate the Idul Fitri 1435 H

of Surabaya-Madura (Suramadu)

(5)-year maturity period with a

holiday in their hometown at the

Toll Bridge. The agreement

coupon of 9.85% per annum. As

Company’s expenses.

signing took place at the Meeting

much as Rp 700 billion from the

Room of BPJT office.

bond issuance will be used for refinancing PUB stage I whereas the remaining Rp 300 billion will be used for the payment of bank loan maturing in 2014.

70






Glossary


19 September 2014

23 September 2014

01 October 2014

Toll Tariff Adjustment of Prof. Dr. Sedyatmo Toll Road In accordance with the Decision

Groundbreaking of MedanKualanamu-Tebing Tinggi Toll Road

of the Minister of Public Works

The groundbreaking of Medan-

Jasa Marga Supports the Launching of KPK’s Gratification Application “GRATis”

No. 552/KPTS/M/2014 dated 11

Kualanamu-Tebing Tinggi Toll

To support the prevention

September 2014 on Toll Tariff

Road was performed by Minister

and repression of corruption

Adjustment on Prof. Dr. Ir.

of Public Works Djoko Kirmanto,

crimes, Jasa Marga President

Sedyatmo Toll Road Section, as of

accompanied by Governor

Director Adityawarman attended

19 September 2014, at 00:00 or

of North Sumatera, Director

the Launching of Corruption

7 days after the Minister Decision

General Bina Marga, Head of

Eradication Commission (Komisi

was issued, Prof. Dr. Sedyatmo

BPJT, Deli Serdang Regent and

Pemberantasan Korupsi – KPK)’s

(Airport) Toll Road operates with


“GRATis” Application and

new tariff with an increase by

at Deli Serdang Regency, North

Recharging the Gratification

13.76% based on inflation.

Sumatera. The winner of tender

Restraints Unit in Jakarta. The

of the 61.7 km toll road was the

benefit of the application for

Consortium of PT Jasa Marga

state apparatus and Civil Servants

(Persero) Tbk., PT Pembangunan

(Pegawai Negeri Sipil – PNS) is

Perumahan (Persero) Tbk.,

to prevent gratification, whereas

PT Waskita Karya (Persero) Tbk.,

for the society is to educate

and PT Hutama Karya (Persero).

people to not make any attempts of gratification or asking for it directly.


71




Highlights 2014

Management Report




16 October 2014

16 October 2014

03 November 2014

Toll Tariff Adjustment of Jakarta-Cikampek Toll Road

Jasa Marga is First Rank in Annual Report Award 2013

Based on the Decision of the

Jasa Marga succeeded in

Minister of Public Works No. 539/

achieving the First Rank in

Jasa Marga and Chinese Consortium Studied the Possibility if Cooperating in Building Toll Road

KPTS/M/2014 dated 08 October

Annual Report Award (ARA) 2013

Taking place at the office of

2014 on Toll Tariff Adjustment

for the category of Listed Non-

Ministry of SOEs, Jasa Marga

of Jakarta-Cikampek Toll Road,

Financial SOEs. ARA is organized

President Director Adityawarman

as of 16 October 2014, Jakarta-

in cooperation of 7 institutions,

signed Memorandum of

Cikampek Toll Road operates

i.e. Financial Services Authority

Understanding (MoU) between

with new tariff with an increase

(Otoritas Jasa Keuangan – OJK),

Jasa Marga and the Consortium

by 12.95% based on inflation.

Ministry of SOEs, Directorate

of China Sonangol International

General of Tax, Komite Nasional

Ltd. and China Railway Group

Kebijakan Governance (The

Limited in the cooperation of toll

National Committee on

road development. Jasa Marga

Governance), the Indonesia

and the Consortium will study

Stock Exchange, Ikatan Akuntan

possible cooperation consisting

Indonesia (The Indonesian

of the planning, funding,

Institute of Accountants) and

construction, operation and

Bank Indonesia (Indonesia

maintenance of potential toll road

central bank).

in Indonesia. The cooperation is conducted in the form of Public Private Partnership (PPP).

72






Glossary


10 November 2014

12 December 2014

17 December 2014

The Signing of Deed of Establishment of PT Jasamarga Kualanamu Tol

Operation of Electronic Payment on Toll Roads Applying Closed System

Good Corporate Governance Award


Jasa Marga, Bank Mandiri and PT

Trusted Company Based on

Adityawarman signed Joint

Trans Lingkar Kita Jaya (TLKJ)

Corporate Governance Perception

Venture Agreement and the Deed

operate electronic payment on toll

Index (CGPI) at the Indonesia

of Establishment of

roads with closed system (Jakarta-

Good Corporate Governance


Cikampek, Purbaleunyi, Jagorawi

Award 2014. The event was

at the Directors’ Meeting Room

and Cinere-Jagorawi).

held by SWA Magazine and The

Jasa Marga was awarded Most

of Jasa Marga Head Office. The

Indonesian Institute for Corporate

parties involved in the signing

Governance (IICG).

were Jasa Marga, PT Waskita Karya, PT Pembangunan Perumahan, and PT Hutama Karya. PT Jasamarga Kualanamu Tol is the concession holder of Medan-Kualanamu-Tebing Tinggi Toll Road.


73




Highlights 2014

Management Report




3 April 2014

3 june 2014

5 June 2014

Contact Center Excellence Service Award (CCSEA) 2014 Predicate: Excellent in Service Performance Category: Public Services

Corporate Image Award 2014 The Best Building and Managing Corporate Image Kategori: Toll Road Infrastructure

Service Quality Award 2014 Predikat Golden Kategori: Toll Road

Tempo Magazine

Carre Center for Customer Satisfaction and Loyalty (Carre CCSL) dan Majalah Service Excellence

Service Excellence Magazine

18 June 2014

Indonesia Green Awards 2014 Category: • Developing and using new and renewable energy (by using Light Emitting Diode (LED) for public street lighting, Green Building and using low octane fuel) • pioneering pollution prevention (toll road forestation program to absorb CO2 emission from vehicles on toll roads)

La Tofi School of CSR

74






Glossary


18 JunE 2014

24 JUNE 2014

25 June 2014

26 JUNe 2014

BUMN Internal Media Awards 2014 (BIMA) Kategori: Best Cover dan Content

Bisnis Indonesia Award 2014 Category: Best Public Company in the Sector of Infrastructure, Utility and Transportation

The 1st Rank of SWA 100 Indonesia Best Public Companies 2014 Category: Transportation

Bisnis Indonesia Daily

SWA Magazine

Social Business Innovation Award 2014 Best Sustainable Business Innovation Company in Toll Road Green Development Category: State-Owned Infrastructure Company

BUMN Track Magazine

Warta Ekonomi Magazine


75




Highlights 2014

Management Report




21 August 2014

15 OcTOBER 2014

16 OcTOBER 2014

20 NOVEMBER 2014

BUMN Marketing Award 2014 Silver Winner Category: • Tactical Marketing • Strategic Marketing

BUMN Web Award 2014 Category: Best User Engagement

Annual Report Award (ARA) 2013 First Rank in the Category of Listed Non-Financial SOE

Business Excellence Award 2014 Category: Toll Road (Surabaya-Gempol Branch)

OJK, Ministry of SOEs, Directorate General of Tax, Komite Nasional Kebijakan Governance (The National Committee on Governance), Indonesia Stock Exchange, Ikatan Akuntan Indonesia (The Indonesian Institute of Accountants) and Bank Indonesia (Indonesia central bank)

Marketing Magazine

beritasatu.com

BUMN Track Magazine

26 NOVEMBER 2014

Persatuan Insinyur Indonesia (PII) Award 2014 Perolehan Emas Kategori: Adhikara Rekayasa Persatuan Insinyur Indonesia (PII)

76






Glossary


26 NOVEMBER 2014

27 NOVEMBER 2014

01 DESEMBER 2014

9 DEcEMBER 2014

Business Excellence Award 2014 Category: Toll Road (Surabaya-Gempol Branch)

Indonesia Human Capital Study (IHCS) Award 2014 Category: The Best for Human Capital Initiatives

HR Excellence Award 2014 Predikate Good Category: • HR Transformation • Reward Management

The Best Non Financial Sector Award

Dunamis

SWAnetwork and LMFE UI

Marketing Magazine

The Indonesian Institute for Corporate Directorship (IICD)


77




Highlights 2014

Management Report




9 DEcEMBER 2014

10 December 2014

11 December 2014

17 December 2014

Anugerah Business Review Award 2014 Category: • The Best GCG Implementation of The Year Peringkat 1 • The Best Corporation For Risk Management of The Year Peringkat 2 • The Best Corporate Communication of The Year Peringkat 2 • The Best Corporation for Learning Organization of The Year Peringkat 2 • The Best Operation Management of The Year Peringkat 5

Best of the Best the Top 50 Companies for 2014 Award The 4th Best of the Best 2014

Sustainable and Responsible Investment Index (SRI) KEHATI Appreciation 2014

Forbes Magazine

Yayasan Keanekaragaman Hayati (KEHATI – Indonesian Biodiversity Foundation)

Corporate Governance Perception Index (CGPI) Tahun Penilaian 2013 The Most Trusted Company

Business Review

78


The Indonesian Institute for Corporate Governance

Pengelolaan Human Capital Management Human Capital

Tata Kelola Corporate Governance Perusahaan

Tanggung Jawab Corporate Social Responsibility Sosial Perusahaan

Tanggung Jawab Management Responsibility Manajemen Atas for Annual Report Laporan Tahunan 2014 2013

Glossary Daftar Istilah

Laporan Keuangan Consolidated Financial Konsolidasian Statements

Certifications of Toll Road Operational Quality All Jasa Marga Branch Offices have received certifications of toll road operational quality. ISO 9001:2008 is an international standard for quality management system. The benefits of ISO 9001:2008 implementation among others are as follows: •

Enhance customers trust

•

Guarantee process and product quality

•

Increase company’s productivity and market gain

•

Increase motivation, moral and employees performance

•

Serve as analyzing tools of company’s competitor

•

Improve mutually beneficial relationship with suppliers

•

Enhance cost efficiency and product safety

•

Improve internal communication

•

Improve company’s positive image

•

Provide a well-documented system

•

Serve as a media for training and education

Certifications of Operational Quality of Jasa Marga Toll Roads No. 1. 2. 3. 4. 5. 6. 7. 8. 9.

Branch Jagorawi Surabaya-Gempol Palikanci Belmera Jakarta-Tangerang Semarang Jakarta-Cikampek Cawang-Tomang-Cengkareng Purbaleunyi

ISO 9001:2008 Certification Certified Since Validity Period (dd-mm-yyyy) (dd-mm-yyyy) 10-01-2000 19-04-2001 21-07-2004 12-10-2004 26-06-2013 06-01-2005 04-02-2005 15-02-2005 22-12-2004

23-08-2014 to 23-08-2017 19-04-2013 to 19-04-2016 21-07-2013 to 21-07-2016 12-10-2013 to 12-10-2016 26-06-2013 to 26-06-2016 06-01-2014 to 06-01-2017 04-02-2014 to 04-02-2017 15-02-2014 to 15-02-2017 22-12-2013 to 22-12-2016

PTPT Jasa Jasa Marga Marga (Persero) (Persero) Tbk Tbk . Laporan . 2014 Annual Tahunan Report 2014

79




Highlights 2014

Management Report


Management Report

80







Glossary



81




Highlights 2014

Management Report



Board of Commissioners Report The Board of Commissioners makes the efforts so that the values and principles of GCG gradually become part of the corporate culture in providing services to the stakeholders, both the shareholders and the people as toll road users

Dear Shareholders,

even better throughout 2014. Apart from presenting routine agenda such as approval/ratification of the

82

As the year 2014 has ended, we express our

Company’s Financial Statements; Report on Board

gratitude and praise God Almighty for all His

of Commissioners Supervisory Task, the Company’s

blessings and kindness allowing the Board of

Consolidated Financial Statements and Annual

Commissioners to be able to carry out their

Report of PKBL Program; including the approval

tasks and duties well throughout 2014. To show

and decision of the use of net profit fiscal year 2013

transparency and responsibility, we would like to

for payment of dividend, tantieme, appropriated

take this opportunity to report the main issues in

reserves and general reserves; along with the

the carrying out of tasks and duties of the Board

decision of Public Accounting Firm; the GMS also

of Commissioners in supervising and giving advice

decided the change in a member of the Board of

to the Directors concerning the management of

Commissioner, Joyo Winoto, with new member

the Company.

Boediarso Teguh Widodo.

The Company commenced the year 2014 by

Also, the GMS approved the change in the

convening Annual General Meeting of Shareholders

Company’s Directors nomenclature and the

(GMS). The Annual GMS was held on the decided

composition of its members of Directors. The new

date, i.e. 11 March 2014 and the convening of the said

distribution of tasks, authorities and description of

GMS was in accordance with prevailing rules and

tasks of the Directors has been ratified and decided

regulations. The Annual GMS has resulted resolutions

with the issuance of the Decision Letter of the

that serve as the basis for the Company to perform

Directors. With the abovementioned changes, we are






Glossary


Agoes Widjanarko Chairman


83




Highlights 2014

Management Report



optimistic that the Company’s performance will keep

One of the Board of Commissioners Work Programs

improving and the management of the Company will

was the review of Corporate Long-Term Plan

be more effective and efficient.

(Rencana Jangka Panjang Perusahaan – RJPP) of 2013-2017. The review is aimed at evaluating the

Composition of the Board of Commissioners The number of members of Board of Commissioners of the Company remains the same: one (1) member of the Board of Commissioners as Chairman, three (3) members as Commissioners, and two (2) members as Independent Commissioners. Based on the Resolutions of the Annual GMS, the composition of the Company’s Board of Commissioners changed with the appointment of new member of the Board of Commissioners Boediarso Teguh Widodo who has appropriate experience and competencies to continue the field of tasks of the previous member Joyo Winoto. The distribution of tasks and description of tasks for each Commissioner member is regulated in Decision Letter of the Board of Commissioners No. KEP-0031/II/2012 dated 20 February 2012 and was revised in relation to the change of the member with Decision Letter of the Board of Commissioners No. KEP-106 a/V/2014 dated 16 May 2014.

Work Programs of the Board of Commissioners

validity of RJPP as guidelines in accomplishing the targeted mid-term and long-term goals. Results of the review and evaluation were forwarded and discussed with the Directors, as Board of Commissioners advice to the Directors in setting the strategies and required measures to be carried out in 2014 and the following years. In addition to RJPP, review and evaluation on the Company’s performance by quarter in 2014 has also become Board of Commissioners routine programs. Results of review and evaluation were used as reference in giving suggestions to the Directors to ensure the achievement of business target in the fiscal year of 2014 as well as sharpening the programs in 2015 Corporate Budget and Work Plan (RKAP) whose validating process requires the approval of the Board of Commissioners thirty (30) days prior to the end of 2014 budgeting year in December 2014. With effective supervision and coordination, the Company’s 2015 RKAP proposed by the Directors on 29 October 2014 was approved by the Board of Commissioners in Board of Commissioners-Directors Joint Meeting on 28 November 2014. The stages performed in giving the

In carrying out the tasks and duties, the Board

said approval are in accordance with the provisions

of Commissioners has prepared Board of

stipulated in the Company’s Articles of Association.

Commissioners’ Annual Work Programs 2014

84

validated in early January 2014. The said work

The Work Programs of Board of Commissioners

programs serve as initial reference for the Board

also include scheduling the Board of Commissioners

of Commissioners in carrying out their task of

Internal Meetings and Board of Commissioners-

supervising and giving advice to Directors in the

Directors Joint Meetings. During the period of 2014,

management of the Company. In the realization,

29 Board of Commissioners Internal Meetings and

several adjustments were made in the activities

Board of Commissioners-Directors Joint Meetings

in accordance with the dynamic of the issues and

were held and the average level of attendance of

changes in business environment along the year

members of the Board of Commissioners reached

2014. With this mechanism, series of activities of

95%, much higher than that of last year with only

the Board of Commissioners are well organized

75%. In the meeting forum, members of the Board

and structured, making sure that the tasks of

of Commissioners actively give suggestions and

supervision and giving advice are carried out

directors to the Directors, and together with the

effectively and efficiently.

Directors, discuss strategic issues concerning






Glossary


changes in business environment estimated to

of Minister of SOEs No. PER-01/MBU/2011 dated

have significant impact in the Company’s business

01 August 2011, which are then further translated

and performance, such as increasing operating

into Decision Letter of Secretary of Minister

expenses following the tendency of increase in

of SOEs No. SK-16/S.MBU/2012 dated 06 June

interest rate, HR expenses, electricity and fuel

2012 on Indicators/Parameters of Assessment

tariffs, along with toll road congestion, and toll

and Evaluation on the Implementation of

revenues security. The dynamic external business

Good Corporate Governance at SOEs. In 2014,

environment has also become the subject of

assessment criteria also refer to parameters of

discussion between the Directors and Board of

“ASEAN Corporate Governance Scorecard”.

Commissioners, such as much tighter competition in acquiring the concession rights of new toll roads,

KPI of the Board of Commissioners of 2014 consists

the state’s financial limitation in providing the

of seven (7) perspective and 17 performance

support of viability gap funding for new toll roads

indicators. Result of self-assessment shows Board of

not yet meeting financial feasibility, hence becoming

Commissioners 2014 KPI reach the score of 4.68 out

another Jasa Marga’s challenge to contribute to the

of maximum score of 5.0. This achievement indicates

success of Government program to complete Trans

an improved score compared to that of the previous

Jawa and Trans Sumatera Toll Roads.

year with 4.58. Apart from KPI achievement, the performance of the Board of Commissioners was

In order to enhance effective supervision, the

also seen in the aspect of governance in carrying

Board of Commissioners has also routinely

out the tasks and duties. In 2014, the score of GCG

monitored the follow up of the decisions of Board

implementation within the Board of Commissioners

of Commissioners-Directors Joint Meeting. The

based on assessment conducted by independent

report on implementation of the meeting decisions

consultant reached 96.26%.

is presented at each Board of Commissioners Internal Meeting to immediately identify the issues

We all should be grateful for the above

and to make decisions to overcome the obstacles

achievements, yet the notes on the shortcomings

in the field.

and improvements will continuously become the focus of the Board of Commissioners in order that

In addition, the Board of Commissioners has also

next year’s achievement will further improve. The

performed routine site visits. In 2014, the Board

Board of Commissioners always emphasizes that

of Commissioners has conducted 10 visits with

the Company’s performance achievements are

the outcome that is considered quite effective in

not limited to only financial aspect, but should

identifying the issues in Branches and Projects,

also be accompanied with positive achievements

to which suggestions were given to the Branch

in corporate governance that is reflected in GCG

Managers and Project Managers as well as Directors.

implementation. The Board of Commissioners makes the efforts so that the values and principles of GCG

With the mechanism of supervision described in

gradually become part of the corporate culture in

the above work programs, the performance of

providing services to the stakeholders, both the

the Board of Commissioners in performing their

shareholders and the people as toll road users.

tasks and duties continue to improve as seen in

Therefore, GCG implementation will serve as value

the achievement of Key Performance Indicator

driver to the creation of the Company’s added value,

(KPI) and implementation of Good Corporate

and the principles of transparency, accountability

Governance (GCG) principles. KPI evaluation is

and responsibility accompanied with the values of

based on parameters regulated in the Regulation

professionalism, fairness, efficiency and effectiveness


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Highlights 2014

Management Report



along with compliance with prevailing rules and

The above steps were proven to be quite effective

regulations are translated into each decision making

in supporting land acquisition and the completion of

of the Management. The Board of Commissioners

new toll roads. In 2014, the Company has succeeded

believes that when these principles and values have

in completing and operating 22 km new toll roads,

become Jasa Marga’s culture, the Company will then

consisting of Semarang-Solo Toll Road, Section

grow sustainably and gain stronger competitive

Ungaran-Bawen (12.30 km); Bogor Outer Ring Road

advantages in both national as well as regional

Toll Road, Section Kedung Halang-Kedung Badak

scales.

(1.95 km); and JORR W2 North Toll Road (7.70 km). Special note on JORR W2 North Toll Road, that the

Assessment on Performance of the Directors Respectful Shareholders, from the supervisory tasks and function in 2014, there are several issues that we all should note, either the accomplishments or problems on which the Board of Commissioners to focus for future improvement. In the aspect of business development, land acquisition remains the issue hampering the completion of new toll roads. The impediment of land acquisition has resulted in the delays of operation of new toll roads hence delaying the collection of revenues. Despite not having control over land acquisition, the Board of Commissioners continuously gives strong support to the efforts made in speeding up land acquisition, one of which is by enhancing effectiveness of coordination with Land Acquisition Team (Tim Pembebasan Tanah – TPT) and Land Acquisition Committee (Panitia Pembebasan Tanah – P2T), while also actively approaching the people. Particularly in this matter, the Board of Commissioners has also requested the Directors to report the progress of completion of new toll roads monthly during the Board of Commissioners-Directors Joint Meeting. Strategic measures are thus able to be taken immediately to support operational activities in the field to accelerate land acquisition.

completion of Ciledug-Ulujami Section has enabled the full circle of Jakarta Outer Ring Road Toll Road and this is expected to reduce congestion on Jakarta Inner Ring Road Toll Road, thus enhancing the flow of goods and services as well as people in DKI Jakarta and its surrounding areas. This represents one of Jasa Marga’s roles in supporting the Government’s program. The achievements will continue in 2015 as several new toll road projects are scheduled to complete and operate: GempolPandaan Toll Road (13.61 km); Surabaya-Mojokerto Toll Road, Section Krian-Mojokerto (18.47 km); and Gempol-Pasuruan Toll Road, Section GempolRembang (13.9 km). In acquiring the concession right of new toll road, the 2014 achievement was marked positively by acquiring the concession of Medan-KualanamuTebing Tinggi Toll Road. The Toll Road will be strategic to the development regional economy in North Sumatera, especially Medan-Tebing Tinggi and the surrounding areas, in supporting the movement of goods and people to and from Kualanamu Airport and Belawan Port. For the Company, the success in acquiring the concession right will support Jasa Marga’s business penetration while further strengthening the existing growth of Jasa Marga’s toll roads in the area, i.e. Belawan-Medan-Tanjung Morawa (Belmera) Toll Road. Besides toll road, the development of other businesses/non-toll road business also improves over the years. This is seen in the achievement of non-toll road revenues of 2014 reaching Rp 583 billion. In view of its strategic role in supporting the Company’s Revenues at the time when the

86






Glossary


newly operated toll roads are not yet contributing

Board of Commissioners priority, with the target

significant revenues contribution, as well as the quite

of achievement one level above standard set by

large market potential, the development of other

the Government. This is because the Board of

businesses will be further encouraged so that going

Commissioners considers SPM fulfillment is part

forward its revenue contribution to the Company

of the realization of Jasa Marga’s roles in serving

will continue to increase. The efforts conducted

the community, especially the toll road users.

among others include renegotiating the contracts

Innovations are continued to develop to improve the

of agreement of Rest and Services Areas (Tempat

services to the society and SPM fulfillment, among

Istirahat dan Pelayanan – TIP) to give optimum

others by adding more automated toll booth (Gardu

benefits to Jasa Marga. Other efforts include

Tol Otomatis – GTO), increasing the penetration

optimizing revenues from advertisements, along with

of non-cash payment both e-Toll Card and e-Toll

cooperation in developing other businesses with

Pass/On Board Unit (OBU), and improving toll road

SOEs to optimize the values of Jasa Marga’s assets,

maintenance method and system by involving the

such as cooperation of fiber optic development.

Subsidiary PT Jasa Layanan Pemeliharaan to be more effective and efficient while prioritizing the

Other businesses development is also encouraged

aspect of quality. On the improvement of transaction

by giving support to non-toll road Subsidiaries,

system (GTO and non-cash payment), the benefits

i.e. PT Jasamarga Properti and PT Sarana Marga

are not only in the making smooth transaction, but

Utama that was then changed into PT Jasa Layanan

also in improving the security of revenues.

Pemeliharaan. In 2014, the project of property development starts to run and contributes revenues.

Going forward, the efforts to improve transaction

In 2015, property development will be further

system by means of adding more GTOs and non-

intensified, especially on locations surrounding toll

cash payment will be further improved. The Board

road corridor, thus not only increasing revenues

of Commissioners will therefore continuously

but also supporting toll road operation. Particularly

encourage the increase in the number of GTOs

on PT Jasa Layanan Pemeliharaan, the Board of

gradually from 30% of the total operating booths

Commissioners and Directors have agreed to

or 293 units at the end of 2014, to 40% and 50%

advance its role in toll road maintenance to support

in 2015 and 2016, respectively. The increase in the

the fulfillment of minimum level of service (Standar

non-cash payment will be enabled by enhancing

Pelayanan Minimum – SPM). In relation to this matter,

the intensity and coverage, people’s access to

the Board of Commissioners intensively conducts

buying and topping up e-Toll Card, more aggressive

supervising and giving advice focusing on the

marketing, and more accessible GTO placement.

enhancement of HR capability and empowering the management so that PT Jasa Layanan Pemeliharaan

Another aspect that has become the concern of the

is capable of carrying toll road maintenance task

Board of Commissioners is the implementation of

well in the framework of SPM fulfillment.

risk management that is gradually directed towards the integration of risk management in every business

In the aspect of toll road operation, the Board of

process carried out by Jasa Marga. In view of this,

Commissioners continuously reminds and gives

the Board of Commissioners periodically conducts

recommendations to Directors to continue to

monitoring and evaluation on the implementation

improve the services, convenience and safety

of risk management. In every investment proposal,

for the toll road users. The fulfillment of the

the Board of Commissioners always emphasizes and

minimum level of service has always become the

makes sure that risk assessment process has been


87




Highlights 2014

included in the project feasibility process. Therefore, investment decision made has carefully considered existing risks. In the aspect of finance, the Board of Commissioners has noted positive performance to be appreciated. Despite the pressure of increasing operating expenses due to toll road business expansion and the realization of traffic volume below target (lower by 3.65% than the targeted 1,369.64 million vehicles), the Company was still capable of recording net profit amounting to Rp 1,403.43 billion or approximately 16.87% higher than targeted. The achievement represents the impacts of the Company’s efforts in efficiency as well as those to maintain the achievements of toll and non-toll operating revenues. In the framework of efficiency, following the financial performance evaluation of the First Half of 2014, the Board of Commissioners gave suggestions to the Directors to sharpen various programs considered inefficient, ineffective and even unrealistic. The achievement on profit was also balanced with the realization of investment budget reaching 89.39% of the plan. Not only has this achievement resulted in the increase in the Company’s assets at the end of 2014 to Rp 31,857.95 billion, it also ensures that the growth of revenues in the years to come will even more solid. The Company’s financial prospect also keeps improving as the Company has succeeded in lowering interest rate through refinancing program by issuing bond worth Rp 2.1 trillion in 2013 and Rp 1.0 trillion in September 2014.

Management Report



View on Business Prospect Established by the Directors Future challenges faced by Jasa Marga will dynamically grow. As one of SOEs and public companies dealing with infrastructure, Jasa Marga continuously strives to give its shares of contribution to national development by means of infrastructure development having strategic impacts on the increase in the free flow of goods and services so that it will lead to the development of regional economy. This role will always be Jasa Marga’s reference in performing to develop national economy, including in supporting the achievements of Government prioritized programs to have sovereignty in the sectors of maritime, food and energy. In the implementation, Jasa Marga will remain to refer to business development principles and good corporate governance. Other challenges relate to the advancement of the Company’s capability in controlling its Branches and Subsidiaries that are growing in quantity and coverage. This is carried out by improving internal control system, strengthening Management level, improving corporate governance, increasing HR capacity, and expanding the usage of information technology. In view of selection of Directors and Commissioners of the Subsidiaries as well as the position of one level below Directors, the Board of Commissioners constantly hold on to the principles of assessment prioritizing the aspects of professionalism, integrity, capability and experience, along with the vision to always make sustainable innovations and improvements. The Board of Commissioners also requested that the Directors prioritize clear and measurable process of HR guidance in order to endorse Jasa Marga personnel to work effectively and efficiently within the ties of Jasa Marga values. With these steps, the Board of Commissioners is optimistic that Jasa Marga’s future is based on solid foundation.

88






Assessment on Performance of the Committees under the Board of Commissioners The Company has two (2) Committees under the Board of Commissioners, i.e. Audit Committee and Business Risk and Investment Committee. In carrying out its tasks, Audit Committee always refers to Audit Committee Work Program (Program Kerja Komite Audit – PKKA). The 2014 PKKA was approved by the Board of Commissioners through Internal Meeting of the Board of Commissioners on 23 January 2014. In general, PKKA 2014 has been carried out according to the set targets. In view of the achievement of key performance indicator (KPI) suggesting the

Glossary


Closing Finally, we would like to extend our gratitude for the attention, participation and cooperation of all Jasa Marga stakeholders so that the Company is well and efficiently managed. We would also like to show our high appreciation to the Directors, Management and all elements of Jasa Marga for their success in maintaining the Company’s performance in the fiscal year of 2014. We certainly hope that the harmonious and synergic relationship and cooperation is maintained and further improved to lead PT Jasa Marga (Persero) Tbk. to be a highly competitive company that ceaselessly gives its contributions to the development of the country.

performance of the Committees during the period of 2014, Audit Committee succeeded in reaching the score of 4.75 from the targeted score of 5.00, whereas Business Risk and Investment Committee succeeded in reaching the total score of 90.



Ibnu Purna Commissioner

Boediarso Teguh Widodo Commissioner

Akhmad Syakhroza Commissioner

Mayjen. (Purn.) Samsoedin Independent Commissioner

Irjen. Pol. (Purn.) Michael Dendron Primanto Independent Commissioner


89




Highlights 2014

Management Report



Profile of Board of Commissioners

90




• He was appointed Chairman based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012. • He completed his Bachelor’s Degree in Construction Civil Engineering from Sepuluh Nopember Institute of Technology, Surabaya and his Master’s Degree in Infrastructure Planning from University of Stuttgart, West Germany. • Previous positions include Secretary General of the Ministry of Public Works (2008-2014), President Commissioner of PT Wijaya Karya (Persero) Tbk. (20072012), Director General of Cipta Karya, Ministry of Public Works (2005-2008), Expert Staff of the Minister of Settlement and Regional Infrastructure for Social Culture and Community Role (2003-2005) and Director of Housing Fund, Directorate General of Settlement, Department of Settlement and Regional Infrastructure (2001-2003). • Age as of 31 December 2014 was 60 years.

• He was appointed Commissioner based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012. • He completed his Bachelor’s Degree in Economics from Airlangga University, Surabaya and his Master’s Degree in Arts from University of Flinders, Australia. • Previous positions include Deputy Cabinet Secretary (2011-2014), Secretary of the Ministry of the State Secretariat (2010), Deputy Minister of the State Secretariat for Policy Support (2007-2010) and President Commissioner of PT Kawasan Berikat Nusantara (2007-2012). • Age as of 31 December 2014 was 60 years.

• He was appointed Commissioner based on Decision Letter of State Minister for SOEs No. 33/MBU/2006 dated 14 March 2006 and was extended based on Resolution of Extraordinary General Meeting of Shareholders on 17 March 2011 and Resolution of Annual General Meeting of Shareholders on 14 June 2011. He was reappointed Commissioner based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012. • He completed his Bachelor’s Degree in Accounting from Faculty of Economics of University of Indonesia (1987); his Master’s Degree in Accounting, Finance and Information System from Cleveland State University, Ohio, USA (1991); and his Doctoral Degree in Organizational Behavior and Management Accounting from the Faculty of Business and Public Management of Edith Cowan University, Perth, Australia (2002). • Presently he is also professor of Economics Faculty of University of Indonesia (2004-present) and lecturer at Economics Faculty of University of Indonesia (1986-present), Expert Staff of Accounting Development of Economics Faculty of University of Indonesia (2009-present). Previous positions include Financial Expert of SKK MIGAS (2013-2014), Member of the Supervisory Board of Bank Indonesia (20092012), Expert Staff of the Minister of Energy and Mineral Resources (2009-2011) and Expert Staff of National Auditing Agency for Management and Organization (2005-2007). He once worked at Citibank Jakarta (19891990), Bimantara Group (1988-1989) and Public Accountant Amir Abadi Jusuf (1986-1988). • Age as of 31 December 2014 was 51 years.






Glossary


Mayjen. (Purn). Samsoedin

Commissioner


• He was appointed Commissioner based on Resolution of Annual General Meeting Shareholders on 11 March 2014. • He completed his Bachelor’s Degree in Economy from Diponegoro University, Semarang (1980), his Master’s Degree in Public Finance Economy from University of Indonesia (2005) and his Doctoral Degree of Economics Science from University of Indonesia (2012). • Presently he is also Director General of Fiscal Balance (2013-present). Previous positions include Member of Board of Commissioners of Pupuk Petrokimia (2012-2014), Expert Staff of the Minister of Finance for State Expenses (20122013), Member of Board of Commissioners of PT Bank Bukopin (2005-2009) and Member of Board of Commissioners of PT Biro Klasifikasi Indonesia (2004-2009). • Age as of 31 December 2014 was 56 years.

• He was appointed Independent Commissioner based on Decision Letter of the State Minister for SOEs No. 33/MBU/2006 dated 14 March 2006 and was extended based on Resolution of Extraordinary General Meeting of Shareholders on 17 March 2011 and Resolution of Annual General Meeting of Shareholders on 14 June 2011. He was reappointed Independent Commissioner based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012. • He completed his Bachelor’s Degree in State Administration (1995) and his Master’s Degree in Management from University of the Philippines-UPI (1996). • His military career includes the posts of Army Chief of Staff Coordinator Advisor (1996), Head of Army Research and Development (1995), Commander of Artillery Center (1993), Commander of Military Resort 162 Kodam Udayana (1988), Commander of Artillery Training and Education Center (1985), Commander of Regiment ARMED 2 KOSTRAD (1983) and Commander of Military District, Battalion Commander of the ARMED. Previous positions include Commissioner of PT Telekomindo Prima Bhakti (2000), member of the House of Representatives of the Republic of Indonesia (1997-1999) and Widyaiswara Utama (Senior Lecturer) at National Resilience Institute (1996). • Age as of 31 December 2014 was 72 years.


Irjen. Polisi (Purn.) Michael Dendron Primanto Independent Commissioner • He was appointed Independent Commissioner based on Decision Letter of State Minister for SOEs No. RIS-292/D.VI.MBU/2007 dated 12 September 2007 was reappointed Independent Commissioner based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012. • He completed his Bachelor’s Degree in Law from Lampung University and his Master’s Degree in Law from Lampung University. He also graduated from the Police Academy in Semarang in 1973 and from the College of Police Science (PTIK) in 1981, School of Police Staff & Leadership (Sespimpol) in Lembang, West Java (1985-1986) and the Joint Forces Command (Seskogab) in Bandung, West Java (1995-1996). • He retired from the National Police and the last position was Governor of Police Academy in Semarang with the rank of Police Inspector General. Previous positions also include Chief of Lampung Regional Police (2002) and Head of Medan City Police (1996). • Age as of 31 December 2014 was 65 years.


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Highlights 2014

Management Report



Directors Report

In order to improve National connectivity, the Management will keep adding the Company’s length of toll roads and boosting the performance of toll roads operation, along with diversifying its business by conducting non-toll road businesses that support toll road development and operation Dear Shareholders, The year 2014 represents the initial stage as the

With newly elected Government, Management

continuation of the transformation carried out by the

certainly expects investment climate, particularly

Management in order that the Company continues

in the field of toll road, to be more inviting as

to perform by showing its growth and development

Government targets to build connectivity by

to solidify the Company’s domination in toll road

means of air, land as well as water/sea.

industry in the future. In order to achieve the Company’s Vision as one We would like to take this opportunity to present the

of the Leading Companies in the country and to

Annual Report 2014 that describes the achievements

improve National connectivity, the Management

of the Company’s performance in 2014, along with

will keep adding the Company’s length of toll

series of efforts carried out by the Management in

roads and boosting the performance of toll roads

performing the transformation in order to increase

operation, along with diversifying its business by

the competitiveness and reinforce the Company’s

conducting non-toll road businesses that support

position in the toll road industry in the years to come.

toll road development and operation. Moreover, to support the achievement of its Vision, the

As of this moment, the Company is still capable of

Company has also made transformation in the

maintaining its position as the leader in toll road

aspects of organization and HR management as

industry by dominating 72% of the market share of

well as transformation in the field of information

operating toll roads and 80% of the market share of

technology to enhance efficiency and productivity.

traffic volume transaction in Indonesia.

92






Glossary


Adityawarman President Director/CEO


93




Highlights 2014

Analysis of the Performance of the Company The Company’s Strategic Policies In achieving its targets, in 2014, the Company has carried out the following strategic measures: 1. Toll Road Business Development

In 2014, the Company continued to make every effort to add to its operating toll roads by keeping its focus on the nine new toll road sections owned by the Company. At the same time, the Company also sought the opportunity to add to its toll road concessions by means of tender, acquisition and unsolicited method for potential toll road sections.

2. Toll Road Operation

In 2014, in the aspect of toll road operation, the Company continued to improve its services by fulfilling the needs for traffic services to the increasing traffic volume.

Improvement in the services focused on modernizing operation system and increasing road capacity. Modernization was conducted by

Management Report



In 2014, the Company has also succeeded in winning the tender of Medan-Kualanamu-Tebing Tinggi (MKTT) Toll Road of 61.7 km. MKTT connects the Company’s already operated toll road section Belmera Toll Road in Medan to Kualanamu International Airport and the city of Tebing Tinggi. The Company is optimistic that MKTT will be the solution to transportation issues for the people of Medan when they are leaving for the Airport and Tebing Tinggi. In the aspect of toll road operation, improvement in services to toll road users has been realized by modernizing the operation by providing additional 69 automated toll booths. The effort led to the positive impact on the use of e-Toll Card, and this was reflected in the increase in the e-Toll Card transactions out of the total transactions from previously 11.07% in 2013 to 11.72% in 2014. Moreover, modernization was also carried out in providing real time information on traffic condition to toll road users by adding 13 more traffic information board showing traffic information and continually improving the services of Jasa Marga Traffic Information Center.

continually adding automated toll booth (Gardu Tol Otomatis – GTO) and increasing access to real time information on traffic services. 3. Other Businesses Development

In 2014, the Company continued to increase revenues deriving from non-toll road business consisting of Toll Road Maintenance Services, Toll Road Operation Services, Management of Rest and Services Areas, Space Rent for Advertisements and Property.

Performance Achievement of the Company The Company’s target to add its operating toll roads in 2014 was successfully achieved with the operation of three (3) toll road sections, i.e. Ungaran-Bawen Section of Semarang-Solo Toll Road, Section 2A of Bogor Outer Ring Road Toll Road and JORR W2 North Toll Road to maintain its position as the Leader of Toll Road Industry in Indonesia.

94


The Company has succeeded in operating three new toll road sections, i.e. UngaranBawen Section of SemarangSolo Toll Road, Section 2A of Bogor Outer Ring Road Toll Road and JORR W2 North Toll Road to maintain its position as the Leader of Toll Road Industry in Indonesia





Glossary


To respond to the issues of traffic congestion and

the high level of trust from rating agency for the

increase driving comfort, in 2014, the Company

Company’s future financial capacity.

conducted widening on Cibinong-Sentul Selatan Section of Jagorawi Toll Road. We also provided

In 2014, in the Criteria for Excellent Performance

additional transaction booths to reduce congestion

Assessment (Kriteria Penilaian Kinerja Unggul

at toll gates.

– KPKU), the Company achieved the score of 603.25 (emerging industry leader), an increase

The achievement of traffic volume transactions on

from the previous year with the score of 577. This

toll roads operated by the Company with 1.319.60

achievement puts the Company in the big ten of

million transactions was lower by 3.65% over

KPKU assessment of all SOEs.

what was targeted yet still represented growth by 4.41% compared to that of the previous year. The

In order to preserve the potential rapid growth of toll

realization of traffic volume transaction lower than

road and the achievements of the Company’s Vision

expected in 2014 was the result of impediment of

of 2017, Jasa Marga continues the transformation of

the flow of vehicles in the beginning of the year due

its organization to bridge and prepare its employees

to flooding in Jakarta and Jalur Pantai Utara/Pantura

to become future leaders of the Company by

(the north coast of West Java) along with the delays

conducting trainings that will advance their

in the operation of new toll roads due to delays in

competencies and leadership.

land acquisition. To compensate the traffic volume transaction lower realization, the Company made efforts of efficiency so that its financial performance, net profit in particular, still shows growth compared to the previous year. In 2014, non-toll road business development was supported by Toll Road Maintenance Service, Toll Road Operation Services, Space Rent for Advertisements and Management of Rest and Services Areas. Performance achievement in nontoll road business development this year was quite satisfactory, as non-toll revenues showed growth by 14.74% compared to that of the previous year. Traffic volume not reaching target has resulted in the achievement of Operating Expenses (excluding Construction Revenues) in 2014 amounting to Rp 7,229.46 billion below target by 0.19% yet still showing growth by 14.56% compared to that of the previous year. In spite of not reaching its Operating Expenses target, the Company continued to make efforts in efficiency hence resulting in 2014 Net Profit reaching Rp 1,403.43 billion showing an increase by 36.57% from that of the previous year. The efforts conducted to make the Company grow

Obstacles Faced by the Company In 2014, the major obstacle the Company had to face still revolved around land acquisition issue. To ensure that land acquisition process is on schedule, the Company consistently continues to coordinate with the Government through the Land Acquisition Acceleration Team the Company has formed. The strategies carried out was proven to be effective as in 2014, the Company succeeded in operating three of its toll road sections. In the operational aspect, flood and congestion issues especially in Jakarta gave quite an impact to the Company’s Toll Revenues target of achievement. Various efforts have been conducted to overcome flooding by providing emergency suction at several areas prone to flooding and fixing the water waste channels. The ever-increasing congestion on arterial roads also contributed to toll road congestion, particularly on sections located in Jakarta and this has resulted in the decrease in toll road capacity, and traffic volume growth therefore is not as high as we expected.

have shown positive results as the Company’s assets rose by 13.54% from Rp 28,058.58 billion to Rp 31,857.95 billion. In 2014, the Company succeeded in maintaining the bond rating at AAstable despite the Company’s period of significant expansion. This suggests


95




Highlights 2014

To overcome congestion, new road network is required so that vehicles are well distributed. One of the things the Company is capable of is accelerating the development of JORR W2 North Toll Road, the missing link on JORR Toll Road connecting JakartaCikampek and Jakarta-Merak Toll Roads so that heavy vehicles from Cikampek do no need to enter the Jakarta Inner Ring Road Toll Road. We have also kept coordinating with the Government in order to speed up the land acquisition of the JORR 2 sections and the start of construction, hence enabling the distribution of vehicles once they are operated.

Management Report



Sustainable Implementation of Corporate Governance The Company is committed to ensuring that business management activities are carried out prudently and based on the principles of Good Corporate Governance (GCG) and that the Company keeps perfecting GCG practices that have been implemented. To strengthen the implementation of GCG, the Company has actively conducted socialization of implementation of Whistleblowing System, Integrity Pact Commitment and Gratification Restraint Program.

Future Prospect of the Company’s Business

In 2014, the Company was declared a committed

The years 2014 to 2017 are of important period

same year, the Company also participated in GCG

for the Company. During the period, all of the

assessment carried out by the Indonesia Institute for

Company’s new toll road sections are scheduled

Corporate Directorship (IICD) assessing Corporate

to be fully operated. Particularly in 2015, the

Governance (CG) practices based on Asean CG

Company plans to operate three (3) additional toll

Scorecard CG.

SOE in the Clean SOE/BUMN Bersih program. In the

road sections: Gempol-Pandaan, Section GempolRembang of Gempol-Pasuruan and Section Krian-

The efforts to always improve the practices of

Mojokerto of Surabaya-Mojokerto.

GCG were reflected in the Company’s success in maintaining its achievement in the Score of GCG

The Company will also participate in the

Assessment in 2014 as the Company succeeded in

development of several new projects to improve

achieving the predicate of Very Good with the score

national connectivity and support the vision of

of 96.63.

the Government of the Republic of Indonesia in developing 1,000 km toll roads in the country. To support the said vision of the Government, the Company will complete the ten new toll road sections that it owns from which two are fully operated. Simultaneously, the Company will participate on the tenders of potential toll roads, starting from Pasir Koja-Soreang Toll Road in 2015. The operation of the abovementioned toll road sections along with the efforts in making efficient of cost of operation on toll roads already operated, the Company is optimistic that its performance will grow significantly in the following years.

Corporate Social Responsibility The programs of Corporate Social Responsibility are emphasized on educational activities oriented to toll road operational. The activities include among others ecological responsibility such as toll road forestation program by planting over 30,000 trees and using LED lights for Public Street Lighting (Penerangan Jalan Umum – PJU) at over 9,000 spots, along with socialization on clean environment to the society. This is carried out as part of the Company’s contribution to reducing the impact of global warming as well as maintaining balance of the environmental ecosystem in the surroundings of the Company’s operating toll roads.

96






Glossary


In the field of social community, to educate people

capable of contributing to the National connectivity,

on toll road activities, the focus of the programs

hence enabling national economic growth, in line

was on the aspects of education and social

with this year’s Annual Report theme “Connectivity

awareness such as safety driving, Jasa Marga Goes

for Driving Growth”.

to Campus, Free “Mudik” and caring for areas We would like to extend our gratitude

struck by natural disasters.

to the Board of Commissioners for their

Changes in the Composition of the Directors In the beginning of 2015, the Company’s Business Development Director Ir. Abdul Hadi Hs., MM. tendered his resignation with his letter No. DA 03 dated 15 January 2015 following his being appointed President Director of PT Jakarta Propertindo. Through its letter No. AA.KP05.83 dated 22 January 2015, the Company has assigned Ir. Hasanudin M. Eng. Sc. as Acting Business Development Director until the Company convenes its Annual GMS.

recommendations and supervision of the programs carried out by the Company, as well as to the entire Jasa Marga employees for the hard work and dedication they have presented in carrying out their tasks resulting in Jasa Marga’s excellent performance throughout 2014. The Directors would also like to extend their thanks and highest appreciation to the Shareholders for all the supports they have given, making possible for the Company to continue the carrying out of various developments in 2014. Our high appreciation is also extended to the Government, people, toll road

Closing

users, along with our business partners and other

With high spirit of hard work along with

stakeholders for the well-nurtured cooperation and

togetherness, we are optimistic that the

support for Jasa Marga.

performance of the Company in the future will continue to improve and that the Company will be

May God Almighty grant His blessings to all of us.

Board of Directors


Hasanudin Operation Director

Abdul Hadi Hs. Business Development Director

Reynaldi Hermansjah Finance Director

Muh Najib Fauzan Human Capital & General Affairs Director


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Highlights 2014

Management Report



Profile of Directors

98

Adityawarman

Hasanudin

Abdul Hadi Hs.

President Director/CEO

Operation Director


• He joined Jasa Marga in 1983 and was appointed President Director/CEO based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012. • He completed his Bachelor’s Degree in Civil Engineering from Diponegoro University and his Master’s Degree in Management from Trisakti University. • Previous positions include Operation Director of Jasa Marga (2008-2012), Commissioner of PT Citra Waspphutowa (2006-2008), President Commissioner of PT Citra Margatama Surabaya (2002-2009), Operation and Business Development Director of PT CMNP (2002-2007), Operation Director of PT CMNP (2000-2002), Commissioner of PT CMNP (1998-2000), CawangTomang-Cengkareng Branch Manager (1997-2000), and Jagorawi Branch Manager (1993-1997). • Age as of 31 December 2014 was 59 years.

• He joined Jasa Marga in 1988

• He joined Jasa Marga in 1987. He was appointed Business Development Director based on Decision Letter of the State Minister for SOEs No. 32/MBU/2006 dated 14 March 2006 and was extended based on Resolution of Extraordinary General Meeting of Shareholders on 17 March 2011 and on Resolution of Annual General Meeting of Shareholders on 14 June 2011. He was reappointed Business Development Director based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012 • He completed his Bachelor’s Degree in Civil Engineering from Trisakti University and his Master’s Degree in Management from University of Indonesia. • Presently he is also President Commissioner of PT Jasamarga Bali Tol, Commissioner of PT Marga Lingkar Jakarta and Commissioner of PT Jasamarga Properti. Previous positions include President Director of PT Jalantol Lingkarluar Jakarta (2001-2005), Head of Investment Development Division (19942001), Commissioner of PT Bukaka Marga Utama (1995-2001) and Head of Toll Road Investment Team (1994-2001). Previous positions also include Head of Regional and International Market Division of Indonesian Road Development Association – HPJI (2007-2011) and he was reappointed Head of International Market Development and Relation of Indonesian Road Development Association on 20 February 2012. • Age as of 31 December 2014 was 57 years.

and was appointed Operation Director based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012. • He completed his Bachelor’s Degree in Transportation Engineering from Sepuluh Nopember Institute of Technology, Surabaya and his Master’s degree in Transportation Engineering from University of New South Wales, Sydney, Australia. • Presently he is also Commissioner of PT Trans Marga Jateng. Previous positions include Head of Maintenance Division (20062012), Commissioner of PT Marga Mandala Sakti (20082010), and Cipularang Toll Road Development Project Manager (2004-2005). • Age as of 31 December 2014 was 51 years.






Glossary

Reynaldi Hermansjah

Muh Najib Fauzan

Finance Director

Human Capital & General Affairs


Director • He was appointed Finance Director based on Decision Letter of the State Minister for SOEs No. 32/ MBU/2006 dated 14 March 2006 and was extended based on Resolution of Extraordinary General Meeting of Shareholders on 17 March 2011 and on Resolution of Annual General Meeting of Shareholders on 14 June 2011. He was reappointed Finance Director based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012. • He completed his Bachelor’s Degree in Electrical Engineering from Trisakti University. • Presently he is also Commissioner of PT Marga Sarana Jabar and President Commissioner of PT Trans Lingkar Kita Jaya. He has 15 years of experience in financial sector of investment and capital market. He began his career in 1991 at Nomura Securities and afterwards held several key positions at several multinational companies. Prior to being assigned at Jasa Marga, he was the President Director of PT PNM Investment Management from 2003 until 2006. He presently holds an Investment Manager License from Bapepam (No. KEP-38/PM-PI/1993). • Age as of 31 December 2014 was 47 years.

• He joined Jasa Marga in 1990 and was appointed Human Capital and General Affairs Director based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012. • He completed his Bachelor’s Degree in Civil Engineering from Bandung Institute of Technology and his Master’s Degree in Highway Engineering from Bandung Institute of Technology. • Presently he is also Commissioner of PT Marga Nujyasumo Agung (2009-present) and President Commissioner of PT Jasa Layanan Pemeliharaan. Previous positions include Head of Corporate Planning Bureau (2006-2012), Head of Jasa Marga IPO Team (2007). • Age as of 31 December 2014 was 54 years.


99




Highlights 2014

Management Discussion & Analysis 100


Management Report





INCOME FOR THE YEAR ATTRIBUTABLE TO OWNER OF THE PARENT INCREASED BY

%

36.57



Glossary


TOLL REVENUES INCREASED BY

%

14.54

TOTAL TRAFFIC VOLUME TRANSACTION INCREASED BY

%

4.41


101


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Highlights 2014

Management Report







Glossary


Management Discussion and Analysis As of the end of 2014, Jasa Marga operates 576 km of toll roads, or 72% of the total length of toll roads in Indonesia. The discussions in this Management Discussion

2011 and about 80 cars per 1,000 people in 2014,

and Analysis is based on information obtained

which is relatively low compared with the United

from the Consolidated Financial Report of PT Jasa

States, which has ratio of 800 cars per 1,000 people.

Marga (Persero) Tbk and Subsidiaries for the years

This shows a great growth potential because

ended December 31, 2014 and 2013, that have been

Indonesia is projected to surpass Germany to

audited by Public Accontant Office (KAP) Aryanto,

become the seventh largest economy in the world in

Amir Jusuf, Mawar & Saptoto and obtained opinion

2030.

of fairly, in all material respects, the consolidated financial position of PT Jasa Marga (Persero) Tbk

The automotive market in Indonesia is projected

and Subsidiaries as of December 31, 2014, as well as

to grow by 1.2 million units in 2014 and 2.4 million

financial performance and consolidated cash flows

units in 2020. Indonesia is expected to become the

for the year ended, in accordance with Financial

largest automotive market in ASEAN, driven by

Accounting Standards (SAK) in Indonesia.

sustainable economic growth and supported by a growing middle class population with rising income.

General Review Indonesia is the fourth largest country in the world with a population of around 252 million people in 2014. The average annual population growth rate reached 1.49% from 2000 untill 2010, and the population is expected to grow to 300 million people by 2030. Indonesia has one of the highest urbanization rate in the ASEAN region. According to the Central Bureau of Statistics (BPS), the number of urban residents reached 50% of total population in 2010 and is expected to reach 67% in 2035. This will affect the consumption patterns and infrastructure needs that are appropriate to support the growing urban population. The level of car ownership in Indonesia is still low at 69 cars per 1,000 people in

The car sales in domestic market grew by 15% from 2008 to 2014 and the number of vehicles has grown four-fold in the last decade. This was attributable to the fuel (BBM) subsidies and tax incentives to purchase a new car. According to Gaikindo, the car sales in Indonesia reached reached 1.21 million units in 2014, which also reflects the economic (GDP) growth of Indonesia by 5.02% in 2014. The car sales in Indonesia in 2014, was largely driven by sales of low-cost green car (LCGC) that are more affordable. Vehicle growth in Indonesia has exceeded the growth in road construction, indicated that the density of the vehicle has reached threefold over the past decade. The growth rate of the vehicles has a positive correlation with the traffic


103




Highlights 2014

Management Report



volume, therefore the growth in vehicle sales results

of the strategic programs of the government

in higher traffic volume, which consequently leads

included in MP3EI (Masterplan for Acceleration

to an increase in demand for additional toll road

and Expansion of Indonesia’s Economic

development.

Development). Up to end 2014, the development of the toll road that has been in operation is

In 2014, the Indonesian economy is still recording

still very little compared to the total toll road

growth. This can be seen from economic

construction plan that has been in the National

indicators namely the increase of Gross Domestic

Medium Term Development Plan (RPJMN 2010-

Product (GDP) (based on current prices) by

2014), with a target length of 1,416.4 km.

5.02%. On the other hand, inflation reached 8.36% (BPS data), and the rupiah exchange rate against

The Company has operated 576 km of toll roads

the US dollar stood at Rp 12,388 per December

until end 2014, or 72% of the total length of toll

31, 2014 (Bloomberg data). However, the last

roads of 800 kilometers in Indonesia. Up to 2017,

indicator does not have significant impact on the

the Company plans to add 157 kilometers of new

Company’s business given that the Company did

toll roads bringing the total ownership of the toll

not have business transactions that use of foreign

roads that will be operated by the Company in

currencies. The economc growth is reflected in

2017 to reach 733 km, an increase of 27.26% of the

the increasing need for strengthening the national

total length of national toll roads today. With the

connectivity. One of the efforts to strengthen

aforementioned condition, the Company will still

the national connectivity is the development of

lead the toll road industry in Indonesia.

additional toll road networks, which is also one

Review on the Company’s Performance Compared with Toll Road Industry Following is the overview of the Company’s performance compared with toll road industry in term of length, toll revenues, traffic volume and ROE. Length of Toll Road Jasa Marga

Toll Road Industry

In 2014, the length of toll roads of the Company

The total length of national toll road grew by 13.31%,

grew by 2.86% to reach 576 km from 560 km in

from 706 km in 2013 to 800 km in 2014.

2013. The market share of the Company in 2014

2014

800

576

2013

706 560

reached 72%, compared to 74% in 2013.

2013

2014

Length of Toll Road (km)

Jasa Marga

104


Industry





Glossary


Toll Revenues In 2014, toll revenues of the Company grew by

Toll revenues of the national toll road industry grew

14.545 to reach Rp 6.65 trillion from Rp 5.80

by 17.72% to Rp 9.23 trillion in 2014 from Rp 7.84

trillion in 2013.

trillion in 2013.

6,646.39

5,802.73

Toll Revenues (billion rupiah)

2013

2013

2014

Jasa Marga

9,231.10

Toll Road Industry

7,841.53

Jasa Marga

2014

Industry Traffic Volume

In 2014, the traffic volume of the Company grew

The national traffic volume grew by 7.30% to 1,832.78

by 4.41% to 1,319.60 million vehicles from 1,263.91

million vehicles in 2014 from 1,707.99 million vehciles

million vehicles in 2013.

in 2013.

1,319.60

1,263.91

Traffic Volume (million vehicles)

2013

2013

2014

Jasa Marga

1,832.78

Toll Road Industry

1,707.99

Jasa Marga

2014

Industry

Return on Equity (ROE)/Return on Assets (ROA) Jasa Marga

Toll Road Industry

In 2014, ROE of the Company reached 12.88%

N/A

from 9.73% in 2013 and ROA of the Company

2014

4.41

12.88

2013

3.66

9.73

reached 4.41% from 3.66% in 2013.

ROE/ROA (%)

ROE

2013

2014

ROA

Jasa Marga


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Management Report



The Company’s Business Activities The business activities of the Company according to the Company’s Articles of Association No. 8 dated August 8, 2008, which was amended by the Articles of Association No. 33 dated April 5, 2011, and approved through the Decree of the Minister of Justice and Human Rights of the Republic of Indonesia No. AHU-20288.AH.01.02 in 2011, Jasa Marga as a provider of toll road infrastructure, has major business activities as follows: 1. Perform technical planning, construction, operation and/or maintenance of toll roads. 2. Developing the land area by the sides of toll roads (Rumijatol) and land that borders with Rumijatol for rest and service areas, and other facilities and businesses. In addition to the main activities, the Company also engages in supporting business activities, namely: 1. Property development business in the areas adjacent to the toll road corridors. 2. Development services business associated with the mode/means of transportation, distribution of material liquid/solid/gas, information network, technology and communication, related to the toll road corridors. 3. Services and trade business for construction services, maintenance and operation of toll roads. Currently the Company’s main activity is supported by nine (9) branches, 1 (one) Business Unit and 11 (eleven) Toll Road subsidiaries. While supporting business activities strengthened by the establishment of two (2) Subsidiary firms.

Operational Review by Business Segment Jasa Marga Business Segment

Jasa Marga Business Segment Toll Main

Non-Toll Others

Fuel Sales

Jagorawi Branch


Land Rent


Semarang Branch

Toll Road Operating Service

Cawang-TomangCengkareng Branch

Semarang Branch

Purbaleunyi Branch Head Office (JORR) Jakarta-Tangerang Branch

Palikanci Branch Business Unit PT Marga Sarana Jabar PT Marga Nujyasumo Agung

PT Trans Marga Jateng PT Jasamarga Bali Tol PT Marga Lingkar Jakarta

106


Advertisements Others





Glossary


Basis of Implementation of Jasa Marga

4. Purbaleunyi Branch

Business Segment

5. Head Office (JORR) 6. Jakarta-Tangerang Branch

In carrying out its operational activities, Jasa Marga b.

divides its business segments based on the nature

Other Segment

of the Company’s business, which in accordance

1. Surabaya-Gempol Branch

with the Articles of Association of the Company,

2. Semarang Branch

Business Segments are divided into:

3. Belmera Branch

I.

Toll Road Operation Segment

4. Palikanci Branch

In accordance with PSAK 5 (Revised 2009)

5. Business Unit

regarding Operating Segments, Business

6. PT Marga Sarana Jabar

Segment in Operating the Company’s Toll Road

7. PT Marga Nujyasumo Agung

is divided into two (2) large groups. The first

8. PT Trans Marga Jateng

group is a six (6) segments with the largest

9. PT Jasamarga Bali Tol

operating results or segments whose combined

10. PT Marga Lingkar Jakarta

operating results contributing 75% of the total operating results. The second group is the

II.

Non-Toll Business Segment

Other Segment, which is not part of the first

1. Fuel (BBM) Sales

segment, or which contributing 10% of the total

2. Land Lease

operating results.

3. Operating Service of Toll Road owned by

Here is the distribution of the Company’s

4. Advertizing revenue

Business Segment:

5. Other

Other Parties

a.

Main Segment 1. Jagorawi Branch

The detailed information on business segment

2. Jakarta-Cikampek Branch

business, is contained in the note 47 of the

3. Cawang-Tomang-Cengkareng Branch

Consolidated Financial Statements.

In 2014, the total traffic volume transactions of the Company reached 1319.60 million vehicles, with 86.69% of them are class I vehicles (sedans, pick-ups) and 12.84% are class of large vehicles (trucks and buses). The largest contribution to the achievement of the Company’s traffic volume came from the operation of Cawang-Tomang-Cengkareng section, where the contribution reaches 21.43% or 282.81 million vehicles of overall total transactions. With the attainment of the traffic volume, toll revenues of the Company reached Rp 6.65 trillion. The largest contribution of Toll Revenue comes from the Cawang-Tomang-Cengkareng segment with Toll Revenues contribution amounting to 18.24% or Rp 1.21 trillion. The increase of toll revenues partly due to the adjustment of toll rates on toll roads owned by the Company. The tariff adjustment provision has been stipulated in the Law No. 38 of 2004 on the Road, Article 48 and Government Regulation No. 15 in 2005 containing in the Article 6 paragraph (1) and (2) which stated that the toll road operator can adjust rates every two years based on inflation rate. Until now, the toll rate increase was in accordance with the schedule set out in the Law as mentioned above. The government has shown consistency in maintaining the favorable investment climate in toll road. The toll tariff adjustment is aiming at assuring certainty of the return on investment that has been undertaken by the investor. In accordance with the Decree of the Minister of Public Works No. 522/KPTS/ M/2014 on September 11, 2014 and the Decree of the Minister of Public Works No. 539/KPTS/M/2014 dated October 8, 2014, the adjustment of toll rates in 2014 was applied in two (2) toll road sections of the Company, as follows:


107




Highlights 2014

Management Report



Toll Roads with Tariff Adjustment in 2014 Segment

No.

1.

Cawang-Tomang-

Section

Prof. Dr. Ir. Sedyatmo Cawang-Tomang-

Cengkareng 2.

Branch/Subsidiary

Decision of Minister of Public Works as Basis of Tariff Adjustment

No. 522/KPTS/M/2014

Cengkareng

Jakarta-Cikampek

Jakarta-Cikampek

Jakarta-Cikampek

No. 539/KPTS/M/2014

Following is the results of Business Segments of the Company in 2013 and 2014: Traffic Volume Transactions in 2013-2014

(million vehicle transactions) 2013

No

Segment

Section

Branch/ Subsidiary

1.

Jagorawi

Jagorawi

2.

JakartaCikampek

Jakarta-Cikampek Jakarta-Cikampek

Prof. Dr. Ir. CawangSedyatmo 3. TomangCengkareng Jakarta Inner Ring Road/JIRR 4. Purbaleunyi 5.

JakartaTangerang

Padaleunyi Cipularang

Jagorawi

Cawang-TomangCengkareng

Purbaleunyi

Jakarta-Tangerang Jakarta-Tangerang

PT Jalantol Jakarta Outer Lingkarluar Ring Road/JORR Jakarta Head Office 6. (PT JLJ) PT Jalantol Ulujami-Pondok Lingkarluar Aren Jakarta Surabaya-Gempol Surabaya-Gempol

7. Others

Proportion Proportion Amount (%) (%)

Δ

Δ%

199.61

15.79

201.32

15.26

1.71

202.21

16.00

206.13

15.62

3.92

74.82

5.92

76.43

5.79

1.62

208.27

16.48

206.38

15.64

(1.90)

58.03

4.59

60.04

4.55

2.02

5.88

0.47

6.31

0.48

0.42

113.02

8.94

119.83

9.08

6.81

146.72

11.61

151.63

11.49

4.91

0.86 1.94

(0.10)

3.82 6.02

1.61 46.91

3.71

45.13

3.42

(1.79)

81.69

6.46

82.87

6.28

1.18

1.45

Semarang

Semarang

48.86

3.87

48.12

3.65

(0.74)

(1.51)

Belmera

Belmera

24.05

1.90

25.39

1.92

1.34

5.56

Palikanci

Palikanci

20.19

1.60

19.93

1.51

(0.26)

(1.27)

Bogor Outer Ring PT Marga Sarana Road/BORR Jabar

12.52

0.99

13.68

1.04

1.16

9.25

SurabayaMojokerto


11.26

0.89

12.05

0.91

0.79

7.04

Semarang-Solo


6.58

0.52

15.56

1.18

8.98

136.57

3.29

0.26

14.31

1.08

-

-

14.49

1.10

100.00 1,319.60

100.00

Nusa Dua-Ngurah PT Jasamarga Rai-Benoa Bali Tol Kebon JerukCiledug (JORR W2 North)


TOTAL

108

Amount

2014


1,263.91

11.02 335.54 14.49 62.55

4.41






Glossary

151.63

14.49

-

14.31

15.56

3.29

6.58

12.05

13.68

11.26

12.52

20.19

25.39

24.05

48.12

48.86

45.13

46.91

19.93

2014

82.87

146.72

2013

81.68

113.02

5.88

6.31

60.04

58.03

74.82

76.43

119.83

208.27

206.38

206.13

202.21

201.32

199.64

Traffic Volume Transactions in 2013-2014 (million vehicle transactions)

i o g g ol ek en ng RR ny tm ran ORR ran Ar mp /JI mp era leu ya ma dJ ula ok Ge ka ad ng da e a ed p d o a i a a S o S n T R P C . R o ay rt . Ir ng rta i-P ing rab Ri ka Dr ka am Su rR Ja er Ja of. luj te nn Pr u U I O rta rta ka ka Ja Ja i raw

go

Ja

i a-C

era

lm

Ba

Bo

r go

ci

n ka

li Pa

in

tR

Ou

a to olo no er ) -S Be /BORR ojok th ng aia or r M R a a2N em rah ay W S u b g ra Su a-N JORR Du g( sa du Nu ile C uk er nJ bo Ke

d oa gR

Traffic Volume Transactions by Vehicle Class in 2013-2014 (million vehicle transactions) 1,094.88 Class I

1,143.96 106.27

Class II

107.08 Class III

35.85 36.35

Class IV

15.41 15.74

Class V

10.04 10.26

Class VI

1.46 6.22

2013 2014


109




Highlights 2014

Management Report


Toll Revenues in 2014

No

(in Rp billion)

2013

Branch/ Subsidiary

Segment

Section

2014

Proportion Proportion Amount (%) (%)

Amount

Δ

Δ%

1.

Jagorawi

Jagorawi

Jagorawi

548.25

9.45

607.46

9.14

59.21

10.80

2.

JakartaCikampek

Jakarta-Cikampek

Jakarta-Cikampek

976.57

16.83

1.023.43

15.40

46.86

4.80

3.



4.


Purbaleunyi

Purbaleunyi

423.16

7.29

458.05

6.89

34.88

Jakarta Inner Road/JIRR

686.80

11.84

754.28

11.35

67.48

Padaleunyi

276.29

4.76

339.93

5.11

63.64

Cipularang

741.09

12.77

835.99

12.58

94.90

408.01

7.03

467.12

7.03

59.11

9.22

15.58

5.

JakartaTangerang

Jakarta-Tangerang

Jakarta-Tangerang

6.

Head Office (PT JLJ)


Jakarta Outer Ring Road/JORR

923.17

15.91

1.059.75

15.94

136.58


Ulujami-Pondok Aren

131.85

2.27

122.70

1.85

(9.15)

Surabaya-Gempol

Surabaya-Gempol

270.47

4.66

309.02

4.65

38.56

Semarang

Semarang

104.77

1.81

106.50

1.60

1.73

1.65

Belmera

Belmera

81.57

1.41

91.35

1.37

9.78

11.99

Palikanci

Palikanci

107.49

1.85

112.44

1.69

4.95

4.60


Bogor Outer Ring Road/BORR

45.55

0.79

67.17

1.01

21.62

47.46


SurabayaMojokerto

17.55

0.30

18.78

0.28

1.23

7.01


Semarang-Solo

36.49

0.63

107.25

1.61

70.77 193.95


Nusa Dua-Ngurah Rai-Benoa

23.65

0.41

106.14

1.60

82.49 348.78


Kebon JerukCiledug (JORR W2 North)

59.04

0.89

59.04

-

6,646.39

100.00

843.66

14.54

Others

5,802.73

TOTAL

100.00

Toll Revenues in 2014

of. Pr

. . Ir Dr

a art ak

J

1,059.75 923.17

er

Inn

Rin

R

JIR d/

oa gR

r ka

Ja

g

ran

ge

n Ta ta-

ter

u aO

RR

JO d/

oa gR

Rin

rt ka

m

uja

Ul

ok

d on i-P

nji

Ra

ra

Su

2014

ut

Rin

RR

BO

d/

oa gR

s

Ke

n bo

ug

ed Cil

k-

ru

Je

RR

(JO

59.04

106.14

-

oa

en

i-B

a hR

ra

gu

a-N

u aD

Nu

olo

-S

ng

ra ma

Se

107.25

36.49

18.78

17.55 rto ke

ojo

a-M ay

rab

Su

67.17

45.55

112.44

ci

n ka

li Pa

O or

g

2013

91.35

era

lm

Be

107.49

81.57

106.50

104.77 g

ran

ma

Se

Bo

Ja


l

po

em

-G ya ba

309.02

122.70

131.85 g

ran

ula

Cip

270.47

467.12

408.01

yi un

ale

d Pa

339.93

276.20

o

tm ya

d Se

835.99

741.09

754.28

686.80 458,05

423.16

J

art ak

k

pe

m ika a-C

14.26

(in Rp billion)

1.023.43

976.57 607.46

548.25

i raw

go

Ja

14.49

12.08

23.65

7.

110


)

th

or

2N

W





Glossary


Business Segment Development Strategy

both from advertising and land rent revenues,

In principle, the main strategies of business

maintenance and operation of toll roads service,

development are as follows:

as well as the management of Rest and Service

• Business Development with the goal of

area. In addition, in 2014 the Company has also

increasing the length of the Toll Road and other

secured a new operating service contract to

related businesses to increase revenue and

operate the Surabaya-Madura toll bridge with a

financial strength of the Company.

length of 5.44 kilometers in August 2014.

In order to increase the length of toll roads

• The Operation of Toll Roads through

that are in operation, in 2014 the Company has

modernization of the operational activities

successfully operated the Section II Ungaran-

in order to secure revenues and continue to

Bawen of the Semarang-Solo toll road, with a

improve the efficiency and quality of service to

length of 12.3 kilometers in early April 2014, the

customers.

Bogor Ring Road Toll Road Section II A linking Kedung Halang and Kedung Badak along 1.95

In order to improve service provided to the toll

kilometers at the end of May 2014. The company

road customers, in 2014 the Company installed

has also operated the Ciledug-Ulujami section

69 additional Automatic Toll Gates, and has

of the JORR North W2 along 2 kilometers at

officially operated electronic payment sstem by

the end of July so that the toll road network

utilizing the e-toll cards and e-money for closed

of the Jakarta Outer Ring Road has been fully

transaction system for the toll road sections of

integrated. This is a significant impact of the

Jakarta-Cikampek, Cipularang, Padaleunyi, and

efforts to expedite and reduce traffic congestion

Jagorawi. In addition, to improve the smoothness

in the inner city toll road. The Company also

of traffic and reduce traffic accidents, the

continues to add Toll Road concessions, where

Company conducted the so-called sympathetic

the Company has secured the Concession Right

operations on overloaded vehicles that were

to develop the Medan-Kuala Namu-Tebing Tinggi

passing through the toll roads. The Company’s

toll road with a length of 61.7 kilometers.

efforts to continuously improve operational performance through the fulfillment of SPM and

On the other business development, the

improving services, have enabled the Company

Company continues its efforts to increase

to receive an appreciation from the government

revenues from other business by synergizing

through approving the Company’s toll tariff

and maximizing the development of the assets

adjustment in line with inflation by 13.76% for

owned by the Company. Such efforts have

Prof. Dr. Ir. Sedyatmo Toll Road section and by

successfully lifted Other Business revenues,

12.95% for Jakarta-Cikampek Toll Road Section.


111




Highlights 2014

Management Report



Business Segment of Toll Road Operation MAIN SEGMENT

: 1978

Number of Employees

: 599 people

Number of Toll Booths

: 145

V/C Ratio

: 0.53-1.44

Transaction System

: Closed & Open

Location of Operation

: Jakarta, Bogor

2013

2013

2014

Proportion of Transaction Traffic Volume

2014

Proportion of Toll Revenues

15.26%

84.74%

10.80%

: 2044

Year Operation Started

607.46

Year Concession Expires

Toll Revenues (Rp billion)

548.25

: 59 km

0.86%

: Jagorawi

Length of Toll Road

199.61

Section

201.32

Traffic Volume (million vehicle transactions)

1. Jagorawi Branch

9.14%

90.86%

* Net Profit/Loss before Income Tax

Performance in 2014 In 2014, Traffic Volume Transactions of Jagorawi

volume transactions by 0.86%. The increase of traffic

Branch totaled 201.32 million vehicles, an increase of

volume transactions was due to a rise of traffic and

0.86% compared to the Traffic Volume Transactions

the growth in the number of vehicles in line with

in 2013 amounted to 199.61 million vehicles. In

the development of residential areas in Sentul and

2014, the contribution of Jagorawi Branch to the

Bogor, supported by economic growth of Bogor city,

Total Traffic Volume Transactions reached 15.26%.

which increased by 6.26%. In addition, the traffic

Meanwhile, Toll Revenues reached Rp 607.46 billion,

volume increase was also due to the operation of the

an increase of 10.80% compared to 2013 amounting

Cinere-Jagorawi Toll Road, which is connected with

to Rp 548.25 billion. The toll revenues contribution

the Jagorawi Toll Road since 2012.

reached 9.14% of the Total Toll Revenues. Business Prospects Profitability

The development of the South of Sentul (City) as a

In 2014, Profit Before Income Tax of Jagorawi Branch

residential, business, and tourism area, will continue

reached Rp 291.44 billion, an increase of 21.15% from

to grow. In addition, Jagorawi Toll Road will be

previous year.

integrated with the Ciawi-Sukabumi toll road and BORR toll road, (Kedung Badak-Yasmin-Dramaga)

Performance Analysis 2014

which will have a significant impact on the increase

Toll revenues of Jagorawi Branch grew by 10.80%

in traffic volume transactions.

from previous year driven by the rise of traffic

112


Length of Toll Road

83 km


2044


1988

Number of Employees

730 people


170

V/C Ratio

0.22-1.47

Transaction System

Closed & Open


Jakarta, Bekasi, Karawang, Cikampek


2013

4.80%

Jakarta-Cikampek


976.57

Section


Glossary

1.94%

2. Jakarta-Cikampek Branch


1,023.43


206.13


202.21


2013

2014


2014


15.62%

84.38%

15.40%

84.60%


Performance in 2014 In 2014, Volume Traffic Branch Jakarta-Cikampek

traffic volume transactions by 1.94% and the toll

transactions totaled 206.13 million vehicles, an

tariff adjustment in October 2014. The increase

increase of 1.94% compared to the Traffic Volume

of traffic volume transactions was caused by the

Transactions in 2013 amounted to 202.21 million

operation of the Cibatu toll gate in April 2014 and

vehicles. In 2014, the contribution of the Jakarta-

an increase in traffic due to the growing number of

Cikampek branch to the Total Traffic Volume

vehicles, which is stimulated by the development of

Transaction reached 15.62%.

Bekasi, Cikarang and Karawang region.

Meanwhile, Toll Revenues reached Rp 1,023.43 billion,

Business Prospects

an increase of 4.80% compared to 2013, which

The development of Jakarta-Cikampek as a

amounting to Rp 976.57 billion. The toll revenues

residential and business area will continue to grow,

contribution reached 15.40% of Total Toll Revenues.

such as the development Lippo Cikarang with total area of ± 3,000 acres as a Central Business District,

Profitability

Jababeka as an industrial area of Jababeka-Cikarang

In 2014, Profit Before Income Taxes of the Jakarta-

Bekasi (Cikarang Dry Port) which stretches to the

Cikampek Branch reached Rp 327.77 billion, an

port of Tanjung Priok and East Jakarta Industrial

increase of 12.38% from previous year.

Park (EJIP), as well as the potential additional traffic volume transactions of the planned operation of the


Cikampek-Palimanan toll road.

Toll revenues of the Jakarta-Cikampek toll road grew by 4.80% from a year earlier due to the growth in


113

Length of Toll Road

38 km


2044


1984 & 1987

Number of Employees

765 people


122

V/C Ratio

0.38-1.32

Transaction System

Open


Jakarta, Tangerang

2013

2014


2013


2014


21.43%

78.57%


9.22%

Prof Dr. Ir. Sedyatmo, Jakarta Inner Ring Road



1,212.32

Section

Management Report

- 0.10%

3. Cawang-Tomang-Cengkareng Branch

Highlights 2014

1,109.96


282.81


283.09


18.24%

81.76%


Performance in 2014


In 2014, the Traffic Volume Transaction of the

The Toll Revenues of Cawang-Tomang-Cengkareng

Cawang-Tomang-Cengkareng Branch totaled 282.81

Branch grew by 9.22% from a year earlier due to tariff

million vehicles, declined by 0.1% compared to the

adjustment of Prof. Dr. Ir. Sedyatmo Toll Road (Airport

Traffic Volume Transactions in 2013 amounted to

Toll) in September 2014.

283.09 million vehicles. Business Prospects In 2014, the contribution of Cawang-Tomang-

The development of residential areas around Prof.

Cengkareng Branch to the total Traffic Volume

Dr. Ir. Sedyatmo Toll Road, which is still continuing

Transactions reached 21.43%. Meanwhile, Toll

such as CBD area of West Jakarta, Sentral Primer

Revenues reached Rp 1,212.32 billion, an increase of

Batu Barat area, Puri Indah area and the Tangerang

9.22% compared to 2013, which amounted to Rp

area. In addition, the operation of the Ciledug-Ulujami

1,109.96 billion. The Cawang-Tomang-Cengkareng

section of the JORR W2 North, making the Jakarta

Branch contributed toll revenues of 18.24% to the

Outer Ring Road (JORR) to be fully integrated,

Total Toll Revenues.

a significant impact on the increase in the traffic volume transactions.

Profitability 2014, Income Before Income Taxes Branch CawangTomang-Cengkareng reached Rp 855.03 billion or an increase of 10.78% from last year.

114


Glossary

Padaleunyi, Cipularang

Length of Toll Road

123 km


2044


1990 & 2003

Number of Employees

449 people


92

V/C Ratio

0.13-1.06

Transaction System

Closed


Padalarang, Cileunyi, Cikampek, Purwakarta

2013

10,69%

Section

66.35


4. Purbaleunyi Branch



2013

2014


2014

Proportion of Toll Revenues 17.69%

5.03%

94.97%

15.58%


1,175.93


1,017.38


63.91


82.31%


Performance in 2014


In 2014, the Traffic Volume Transactions of

Toll revenue of Purbaleunyi Branch of last year

Purbaleunyi Branch totaled 66.35 million vehicles, an

grew by 15.58% due to the growth in traffic volume


of transactions of 10.69%. The increased of traffic


volume transactions was due to the increased of

vehicles. In 2014, the contribution of Purbaleunyi

traffic activities and the increase in the number

Branch to the Traffic Volume Transactions reached

of vehicles from Jakarta to Bandung as a culinary

5.03%. Meanwhile, Toll Revenues reached Rp 1,175.93

destination and tourism.

billion, an increase of 15.58% compared to the year of 2013 amounting to Rp 1017.38 billion. Purbaleunyi

Business Prospects

Branch Contributed toll revenues of 17.69% to the

Network development Purbaleunyi integrated Toll

Total Toll Revenues.

Road connecting Pasteur-Cicaheum-Ujung Berung, Cicaheum-Soekarno Hatta-Gedebage and Pasirkoja-

Profitability

Soreang Toll Road, and Cileunyi-Sumedang-Dawuan

2014, Income Before Income Tax of Purbaleunyi

toll road will lift traffic volumes increase in the future.

Branch reached Rp 884.13 billion, an increase of 25.14% from previous year.


115

Length of Toll Road

49 km (+Ulujami)


2044


1991 & 2001

Number of Employees

3269 people


152

V/C Ratio

0.38-1.28

Transaction System

Open


Jakarta, Bekasi


2013


2013

2014



12.08%

JORR, UlujamiPondok Aren


1,055.02

Section

Management Report

1.61%

Head Office – Jakarta Outer Ring Road (JORR)

Highlights 2014

1,182.45


196.76

5.


193.64


2014


14.91%

82.21%

85.09%


Performance in 2014


In 2014, the Traffic Volume Transaction of the

The growth of traffic volume transactions rose

Central toll road (Jakarta Outer Ring Road/JORR)

1.61% from a year ago. The increased traffic volume

totaled 196.76 million vehicles, an increase of 1.61%

transactions was caused by the growth of traffic in

compared to the Traffic Volume transactions in

the Jakarta-Cikampek toll road, primarily since JORR

2013 amounted to 193.64 million vehicles. In 2014,

(W2U, W2s, S, E1, E2, E3) had been fully integrated

the contribution of Central toll road (JORR) to

in July 2014 which contributed to the increase in

total Traffic Volume Transactions reached 14.91%.

traffic volume JORR toll road.

Meanwhile, Toll Revenues reached Rp 1,182.45 billion, an increase of 12.08% compared to the year

Business Prospects

2013 amounting to Rp 1,055.02 billion. The Jakarta

By connecting the full Jakarta Outer Ring Road

Outer Ring Road (JORR) contributed toll revenues

(JORR) provides easy access for users to get to

of 17.79% to the Total Toll Revenues.

the toll road and from timurbarat Jakarta (“through traffic”), without having to go through Urban Toll

Profitability

Road Jakarta. Connections JORR highway system

2014, Income Before Income Taxes of the Jakarta

as a whole will increase the volume of traffic in the

Outer Ring Road (JORR) reached Rp 804.84 billion

future. Development of the business district on the

or an increase of 45.25% from previous year.

left and right of toll roads, will provide additional potential volume of traffic.

116


Length of Toll Road

33 km


2044


1984

Number of Employees

461 people


77

V/C Ratio

0.47-1.67

Transaction System

Open


Jakarta, Tangerang

2013


2013

2014


14.49%

Jakarta-Tangerang



467.12

Section

Glossary

6.02%

6. Jakarta-Tangerang Branch


408.01


119.83


113.02


2014


9.08%

92.97%

90.92%


Performance in 2014

growth in line with the property development in the

In 2014, the Traffic Volume Transaction of the Jakarta-

Tangerang area as well as the integration of the JORR

Tangerang Branch totaled 119.83 million vehicles, an

toll road sections (W2U, W2s, S, E1, E2, E3) in July


2014. In addition, the restriction on the operation


hour of large vehicles that pass Jalan Raya Serpong

vehicles. In 2014, the contribution of the Jakarta-

prompted large vehicles to take the alternative

Tangerang Branch to the Total Traffic Volume

route, therefore contributing to the increase in traffic

Transaction reach 9.08%. Meanwhile, Toll Revenues

volume of the Jakarta-Tangerang toll road.

reached Rp 467.12 billion, an increase of 14.49% compared to 2013, which amounted to Rp 408.01

Business Prospects

billion. The Jakarta-Tangerang Branch contributed toll

The toll roads in Greater Jakarta area is now fully

revenues of 7.03% to the Total Toll Revenues.

connected. The Jakarta-Tangerang is connected with the JORR-2, which is then linked with the Sedyatmo

Profitability

toll road, Kunciran-Serpong toll road, Jagorawi and

In 2014, Profit Before Income Tax of the Jakarta-

Jakarta-Cikampek toll roads. The development of

Tangerang Branch reached Rp 222.95 billion, an

residential areas in Karawaci and Serpong area, as

increase of 9.79% from a year earlier.

well as Jakarta as the center of business activities will make the flow of goods and services to continue


in line with the improving business development in

The growth of traffic volume transactions rose by

Tangerang and the surrounding region. This creates

6.02% from previous year. The increase of traffic

potentiality for an increase in traffic volume.

volume transactions was driven by the regional


117




Highlights 2014

Management Report



OTHER SEGMENT


1986

Number of Employees

506 people


68

V/C Ratio

0.37-0.98

Transaction System

Open & Closed


Surabaya, Gempol

2013

2014


2013

14.26%

2044

309,02

49 km


270,47

Length of Toll Road

1.45%

Surabaya-Gempol


82.87

Section


81.69

1. Cabang Surabaya-Gempol

2014


6.28%

95.35%

93.72%


Performance in 2014


In 2014, The Traffict Volume Transactions of the

Toll revenues of the Surabaya-Gempol Branch grew

Surabaya-Gempol Branch totaled 82.87 million

by 14.26% from previous year due to the growth in

vehicles, an increase of 1.45% compared to the

traffic volume transactions of 1.45%. The increase

Traffic Volume Transactions in 2013 amounted to

of traffic volume transactions was attributable to

81.69 million vehicles. In 2014, the Surabaya-Gempol

the development of the area around the Surabaya-

Branch contributed 6.28% to the Total Traffic Volume

Gempol Toll Road and the increased capacity of the

Transactions. Meanwhile, Toll Revenues reached

Dupak toll gate in September 2014 as well as the

Rp 309.02 billion, an increase of 14.26% from 2013,

opening of Porong arterial roads which raises the

which amounted to Rp 270.47 billion. The Surabaya-

volume of traffic to Surabaya and reverse direction.

Gempol Branch Toll Revenues contributed 4.65% to the Total Toll Revenues.

Business Prospects There is potential growth of traffic volume

Profitability

transactions with the operation of the Kejapanan-

In 2014, the Profit Before Income Taxes of the

Gempol toll road, expected to begin operation in

Surabaya-Gempol Branch reached Rp 186.81 billion,

2015, as a substitute of the Porong-Gempol toll road,

an increase of 85.17% from previous year.

which was affected by the mudflow, which will be built in stages. The first phase is the operation of Kejapanan-Gempol toll road, then to be followed by Porong-Kejapanan Toll road in the following period.

118


Glossary

Semarang 25 km


2044


1983

Number of Employees

196 people


28

V/C Ratio

0.22-0.72

Transaction System

Open


Semarang

2013

-1.51%

Section Length of Toll Road

48.12


2. Semarang Branch

2014



2013


2014


3.65%

96.35%

1.65%


106.50


104.77


48.86


98.40%


Performance in 2014


In 2014, the Traffict Volume Transactions of the

Toll revenues of the Semarang Branch rose 1.65%

Semarang Branch totaled 48.12 million vehicles,

from a year earlier due to increased traffic activity,

down -1.51% compared to the Traffic Volume

and the operation of rhw Ungaran-Bawen toll road


section in early April 2014.

vehicles. In 2014, the Semarang Branch contributed 3.65% to the Total Traffic Volume Transactions.

Business Prospects


The connectivity of Semarang-Solo toll road is

an increase of 1.65% from 2013, which amounted

expected to have an impact on the increase in

to Rp 104.77 billion. The Semarang Branch Toll

traffic volume transactions. The construction of

Revenues contributed 1.60% to the Total Toll

the toll road is carried out gradually. Currently, the

Revenues.

Semarang-Bawen section has been built, and then will be followed by the construction of Bawen-Solo

Profitability

toll road section.

In 2014, Profit Before Income Taxes of the Semarang Branch reached Rp 28.54 billion or an increase of 12.43% from previous year


119

Management Report

Belmera

Length of Toll Road

43 km


2044


1986

Number of Employees

208 people


55

V/C Ratio

0.15-0.43

Transaction System

Closed


Belawan, Medan, Tanjung Morawa

5.56%

Section

25.39


3. Belmera Branch

2013



2013

2014


2014


1.92%

98.08%


11.99%

Highlights 2014

91.35


81.57


24.05


1.37%

98.63%


Performance in 2014


In 2014, the Traffict Volume Transactions of the

Toll revenues of Belmera Branch grew by 11.99% from

Belmera Branch totaled 25.39 million vehicles, an

previous year due to the growth in traffic volume


transactions of 5.56%. The increase in traffic volume


transactions is attributable to the development of

vehicles. In 2014, the Belmera Branch contributed

Medan Industrial Zone (Kawasan Industri Medan/

1.92% to the Total Traffic Volume Transactions.

KIM), the operation of Kualanamu Airport and the


rise in traffic volume transaction to outside of Medan

an increase of 11.99% from 2013, which amounted to

city (to Tebing Tinggi) as a transit city of trans

Rp 81.57 billion. The Belmera Branch Toll Revenues

Sumatra.

contributed 1.37% to the Total Toll Revenues. Business Prospects Profitability

There is potential growth of traffic volume of

In 2014, Profit before Income Tax of the Belmera

Belmera Toll Road following the operation of Medan-

Branch reached Rp 7.51 billion, down by 32.28% from

Kualanamu-Tebing Tinggi toll road, which connects

previous year.

with Kualanamu Airport, as well as the development of industrial area of Kuala Tanjung-Sei Mangkei, which offers growth potential in term of traffic volume transactions.

120


Glossary

Palimanan - Kanci

Length of Toll Road

26 km


2044


1998

Number of Employees

161 people


24

V/C Ratio

0.28-0.33

Transaction System

Open


Cirebon

19.93

Section

2013

-1.27%


4. Palikanci Branch



2013

2014


2014


1.51%

98.49%

4.60%


112.44


107.49


20.19


1.69%

98.31%


Performance in 2014


In 2014, the Traffic Volume Transactions of the

Toll revenues of Palikanci Branch increased by 4.60%

Palikanci Branch totaled 19.93 million vehicles,

from a year earlier due to tariff increase in 2013,

down -1.27% compared to the Traffic Volume

which began to have an impact in 2014.

Transactions in 2013 amounted to 20.19 million vehicles. In 2014, the Palikanci Branch contributed

Business Prospects

1.51% to the Total Traffic Volume Transactions.

The potential growth of traffic volume of the


Palikanci Toll Road is the connectivity of the Trans

an increase of 4.60% from 2013, which amounted to

Java toll road network, following the construction of

Rp 107.49 billion. The Palikanci Branch Toll Revenues

the Cikampek-Palimanan toll road that will connect

contributed 1.69% to the Total Toll Revenues.

Jakarta-Cikampek and Palimanan-Kanci toll roads.

Profitability 2014 Loss Before Income Tax of the Palikanci Branch reached Rp 6.31 billion or an increase of 124.49% from a year earlier.


121

Panjang Jalan:

4 km (section I)

Konsesi s.d. Tahun:

2054

Tahun Beroperasi:

2009

Jumlah Pegawai:

44 people

Jumlah Gardu:

10

V/C Rasio:

0.31-0.35

Sistem Transaksi:

Open

Lokasi Pengoperasian:

Bogor


2013



67.17

Bogor Outer Ring Road


45.55

Ruas:

Management Report

9.25%

5. PT Marga Sarana Jabar

Highlights 2014

47.46%


13.68


12.52


2014 2013


2014


1.04%

98.96%

1.01%

98.99%


Performance in 2014


In 2014, the Traffic Volume Transaction of BORR

Toll revenues of BORR segment grew by 47.46%

segment stood at 13.68 million vehicles, an

from previous year due to the 9.25% increase in


traffic volume transactions. The rise of traffic volume


transactions is driven by a rapid economic growth in

vehicles. In 2014, the BORR toll road contributed

Bogor region, especially Sentul as a residential area.

1.04% to the Total Traffic Volume Transactions. Business Prospects Meanwhile, Toll Revenues reached Rp 67.17 billion, an

The development of Bogor Outer Ring Road (BORR)

increase of 47.46% from 2013, which amounted to Rp

toll road network which is connected with Inter

45.55 billion. The BORR Toll Revenues contributed

Ring Road will provide a significant impact on the

1.01% to the Total Toll Revenues.

increase in traffic volume transactions.

Profitability In 2014, Loss Before Income Taxes of PT Marga Sarana Jabar reached Rp 23.59 billion or an increase of 740.80% from a year earlier.

122


Length of Toll Road:

2 km (Section 1A)

Year Concession Expires:

2049

Year Operation Started:

2011

Number of Employees:

64 people

Number of Toll Booths:

9

V/C Ratio:

0.23-0.37

Transaction System:

Open

Location of Operation:

Waru

2013


2013

2014


7.01%

Surabaya Mojokerto


17.55

Section:


Glossary

7.04%

6. PT Marga Nujyasumo Agung


18.78


12.05


11.26


2014


0.91%

99.72%

99.09%


Performance in 2014



Toll revenues of the Surabaya-Mojokerto toll road

Surabaya-Mojokerto Toll Road totaled 12.04 million

Section 1A Waru-Sepanjang grew by 7.01% from

vehicles, an increase of 7.04% compared to the

a year earlier due to an increase in traffic volume

Traffic Volume Transactions in 2013 amounted

transactions by 7.04%. The increase in traffic

to 11.26 million vehicles. In 2014, the Surabaya-

volume transactions is driven by an increased of

Mojokerto Branch contributed 0.91% to the Total

economic activities in the region and surrounding

Traffic Volume Transactions. Meanwhile, Toll

the toll road area.

Revenues reached Rp 18.78 billion, an increase of 7.01% from 2013, which amounted to Rp 17.55 billion.

Business Prospects

The Surabaya-Mojokerto Branch Toll Revenues

The Surabaya-Mojokerto toll road segment will

contributed 0.28% to the Total Toll Revenues.

potentially increase traffic volume transactions with the operation of Surabaya-Mojokerto toll road,

Profitability

Section 4 Krian-Mojokerto along 18.5 km. In addition,

In 2014, Profit Before Income Taxes of PT PT Marga

the volume of traffic on arterial roads that linking

Nujyasumo Agung reached Rp 43.79 billion or an

Krian-Surabaya-Mojokerto is already quite dense, so


the potential use of toll road as an alternative route will be high.


123

Highlights 2014

Management Report


22.95 km (section I & section II)


2055


2011


164 people


20

V/C Ratio:

0.26-0.42

Transaction System:

Closed


Semarang

136.57%

Semarang - Solo 15.56

Section:

2013

2013

2014


2014


1.18%

98.82%



107,25


7. PT Trans Marga Jateng


193.95%


36.49


6.58


1.61%

98.45%


Performance in 2014



Toll revenues of PT Trans Marga Jateng grew by

Semarang-Ungaran Toll Road section totaled 15.56

193.95% from previous year due to the growth in

million vehicles, an increase of 136.57% compared to

traffic volume transactions of 136.57%. The increased

the Traffic Volume Transactions in 2013 amounted to

in traffic volume transactions was due to an increase

6.58 million vehicles. In 2014, the Semarang-Ungaran

in economic activity in the Semarang-Ungaran toll

toll road section contributed 1.18% to the Total Traffic

road area and the rise of the movement of goods

Volume Transactions. Meanwhile, Toll Revenues

and services to the city of Solo.

reached Rp 107.25 billion, an increase of 193.95% from 2013, which amounted to Rp 36.49 billion. The

Business Prospects

Semarang-Solo Section I Toll Revenues contributed

The connectivity of Semarang-Solo toll road will

1.61% to the Total Toll Revenues.

have an impact on the increase in traffic volume transactions. The construction of the toll road is

Profitability

carried out gradually, and currently Semarang-

In 2014, Profit Before Income Taxes of PT Trans

Bawen section has been developed, which will be

Marga Jateng reached Rp 212.23 billion or an

followed by the construction of Bawen-Solo section.


The construction of Semarang-Solo toll road is part of the construction of the Trans Java toll road network which is a business route which will connect two major cities, namely Jakarta and Surabaya.

124



Glossary

Traffic Volume (million vehicle transactions) Nusa Dua-Ngurah Rai-Benoa


10 km


2057


2013


24 people


20

V/C Ratio:

0.25-0.38

Transaction System:

Open

2013


Bali


335.54%

14.31

Section:

3.29

8. PT Jasamarga Bali Tol


2013

2014


2014


1.08%

98.92%

348.78%


106.14


23.65


1.60%

98.40%


Performance in 2014


In 2014, the Traffic Volume Transactions of the Nusa

Toll revenues of PT Jasamarga Bali grew 348.78%

Dua-Ngurah Rai-Benoa Toll Road section totaled

from previous year because in 2014 the Nusa Dua-

14.31 million vehicles. In 2014, the Nusa Dua-Ngurah

Benoa-Ngurah toll road started its full operation

Rai-Benoa toll road section contributed 1.08% to

following soft operation in October 2013. The

the Total Traffic Volume Transactions. Meanwhile,

increase was also due to a rise of toll road users

Toll Revenues reached Rp 106.14 billion, reflecting

who are driving to the Nusa Dua and Benoa

revenues contribution of 1.61% to the Total Toll

Harbour area.

Revenues. Business Prospects Profitability

The development of Benoa Bay area which will be

In 2014, Profit Before Income Taxes of PT Jasamarga

transformed into a “Marina Bay”, an area that is

Bali Tol reached Rp 101.04 billion, an increase of

being directed for the development of hospitality

403.06% from a year earlier.

and international cruise ship port in Bali, will be a trigger for an increase in traffic volume transactions of the Nusa Dua-Benoa-Ngurah Rai Toll Road.


125


9. PT Marga Lingkar Jakarta Section:

JORR W2 North (Kb Jeruk – Ulujami)


7.87 km (Section I)


2057


2014


25 people


18

V/C Ratio:

0.26 - 0.40

Transaction System:

Open


JORR

Highlights 2014

Management Report



2013


2013

2014


2014


1.10%

98.90%


59.04


14.49


0.89%

99.11%


Performance in 2014

Performance Analysis for 2014

In 2014, the Traffic Volume Transactions of PT Marga

The Traffic volume transactions reached 14.49 million

Lingkar Jakarta totaled 14.31 million vehicles. The

vehicles and contributed to the toll revenues of Rp

JORR W2 North toll road section contributed 1.10%

59.04 billion.

to the Total Traffic Volume Transactions. Meanwhile, Toll Revenues reached Rp 59.04 billion, reflecting

Business Prospects

revenues contribution of 0.89% to the Total Toll

The connectivity of the Jakarta Outer Ring Road and

Revenues.

the inner city toll road, which are now fully integrated, will have an impact on the increase in traffic volume

126

Profitability

transaction of Kebon Jeruk-Ulujami toll road as a

In 2014, Loss Before Income Tax of PT Marga Lingkar

bridging toll road connecting the above toll roads with

Jakarta reached Rp 111.72 attributable to interest and

Soekarno-Hatta Airport, Port of Tanjung Priok and

depreciation following the operation of the toll road.

Tangerang area.






Glossary


Executive Summary of Operation Director Hasanudin

From the operation of the toll roads by Jasa Marga and its subsidiaries in 2014, the Company recorded traffic volume transactions of 1,319.60 million vehicles, an increase of 4.41% from a year earlier. In order to meet the needs of consumers on the back of increasing traffic volumes, the Company improved its services by operating as many as 293 Automated Toll Gates (GTO) and 717 regular toll gates that are operated so that the total gates that are in operation in 2014 reached 1,010 toll gates. In line with the continuoud increase of the volume of vehicle traffic passing through the toll road, in 2014 the Company also expanded its road capacity as well as raising the transaction services capacity. The increase of transaction services capacity is carried out by adding as many as 69 GTO substations and widening toll gates at a number of branches, namely Jagorawi, Jakarta, Cikampek, Semarang, Surabaya-Gempol and PT Jalantol Lingkarluar Jakarta. Looking ahead, in terms of adding tollgates, Jasa Marga prioritizes the installation of Automatic Toll Gates (GTO). The policy is done as a form of Jasa Marga’s commitment to continuously improve service and modernization of payment systems at toll gates. In the meantime, the use of e-Toll Card transactions reached 122.08 million transactions, representing an increase of 20.44% from previous year.

In order to improve services in the form of delivery/provision of toll road condition information for road users on toll roads operated by Jasa Marga, the Company deploys more supporting multiple devices for information services for road users such as VMS (Variable Message Sign), CCTV (Closed Circuit Television), and RTMS (Remote Traffic Microwave Sensor).

The Company also improved its services by undertaking various efforts to improve the comfort and safety of toll road users. In 2014, the Company conducted a number of activities including driving safety campaign, acting firmly on overload vehicles and participating in safety and traffic smoothness program in cooperation with the local Police. These efforts have successfully reduced the number of accidents by 0.47% from previous year. The commitment to continuously improve services is carried out by meeting the Minimum Service Standards (SPM), which have led to an approval of tariff adjustments for 2 (two) toll road sections namely Prof. Dr. Ir. Sedyatmo and Jakarta-Cikampek toll roads. In the middle of increasingly densed traffic levels, where traffic volume is higher than the capacity of existing roads, especially in the Greater Jakarta area, the Company continues to undertake management and traffic engineering to maintain the minimum service standard for minimum travel time of average 1.6 times (for inner city toll road) and 1.8 times (toll roads outside the town) from non-toll roads.


127




Highlights 2014

Management Report



Providing Services Entering Toll Road

On Toll Road

E-TOLL CARD

TRAFFIC INFORMATI0N

CCTV

Automated Toll Booth

Variable Message Sign

REST AREA

128






All the Way

Glossary


Exiting Toll Road

Patrol Officer

Towing Service

Shorter and more convenient travel time

Ambulance


129




Highlights 2014

Management Report



Business Segment of Non-Toll Road Business Development Business Segment of the Non-Toll Business Development is a segment that is focused on the optimization of the Company’s assets both tangible and intangible. The results of Non Toll Business Development in the Consolidated Financial Statements for Fiscal Year 2014 is presented as Other Operating Income, in which the Other Operating Income reached Rp 583.10 billion. The biggest gain is recorded in the Toll Road Operation Services for Other Parties, which increased by 210.44% compared the achievement recorded in 2013. The largest component in Other Operating Income in 2014 came from Others, amounting to Rp 193.12 billion. The performance improvement in the Non Toll business development segment of the Company is an effort by the Company to continue to optimize all forms of the Company’s assets both tangible and intangible in order to support the Company’s revenues, namely Toll Revenues. Currently, the Other Operating Income contributed 6.36% to the Total Operating Revenues of the Company. With the establishment of several subsidiaries that engage in non-toll businesses, the Company will continue to maximize the utilization of assets that will ultimately contribute to the Company’s Revenues. Following is a review of the performance of the Non Toll Business Development segment in tables and graphs.

Business Segment of Non-Toll Business Develoment (in billion Rp)

No.

Segment

2013

2014

∆ (Rp)

% to Total Operating Revenues

∆%

1.

Fuel (BBM) sales

153.07

178.71

25.64

16.75

2.

Land lease

90.06

104.36

14.30

15.88

1.95% 1.14%

3.

Operating servive of toll roads owned by other parties

32.41

100.60

68.19

210.44

1.10%

4.

Advertising Revenues

6.72

6.31

(0.41)

(6.12)

0.07%

5.

Others

225.94

193.12

(32.82)

(14.52)

2.10%

TOTAL

508.20

583.10

74.90

14.74

6.36%

Fuel sale

6.31

6.72

100.60

Operating toll roads owned by other parties

2013

193.12

225.94 Land Lease

32.41

104.36

90.06

178.71

153.07

Business Segment of Non-Toll Business Develoment


Others

2014

In accordance with the Audited Consolidated Financial Statements of PT Jasa Marga (Persero) Tbk for 2014 Fiscal Year,

130






Glossary


Non Toll Business Development segment of the Company is divided into: a.

Fuel sales

Fuel sales

1.95%

fuel sales at fuel filling stations (SPBU) located and at KM 226 of the Palikanci toll road. Fuel Sales contributed 1.95% of the Total Operating

153.07

at Purbaleunyi KM 88 Rest and Service Area

178.71

Fuel sales are revenues generated from the

Revenues. 2013

b.

Land Rental (Rest Area)

2014

Land Rental (Rest Area)

98.05%

1.14%

In 2014, Land Rental Income increased by

The increase in performance in 2014 was due to the increase in rental rates at Rest Area

90.06

of the year reached Rp 104.36 billion.

104.36

15.88% from 2013. Revenues from Land Rental

managed by the Company. In addition, the opening of new land area to be leased to other parties also increased the Company’s

98.86%

2013

2014

performance in 2014.

c.

Toll Road Operation Services for Other Parties Revenues from Toll Road Operation Services for Other Parties in 2014 reached Rp 100.60

Toll Road Operation Services for Other Parties

1.10%

32.41

2013, which amounted to Rp 32.41 billion.

2013

Advertising revenues for 2014 reached

Rp 6.31 billion and contributed 0.07% to the total Operating Revenues.

98.90%

0.07%


6.31


2014

6.72

d.

100.60

billion, an increase of 210.44% compared to

2013

2014

99.93%


131




Highlights 2014

e. Others

Others



2.10%

The performance of PT Jasa Layanan Pemeliharaan, as a subsidiary company engaging in construction, trade and rental vehicles was encouraging. In 2014, the

193.12

PT Jasa Layanan Pemeliharaan 225.94

•

Management Report

revenues achievement reached Rp 182.95 billion and contributed 31.38% to the Total Non-Toll Revenues. •

PT Jasamarga Properti PT Jasamarga properti, as a company’s subsidiary engaging in property, trade and property-related services posted revenues of Rp 1.71 billion in 2014 and contributed 0.29% to the Total Non-Toll Revenues.

132


2013

2014

97.90%






Glossary

Comprehensive Analysis of Financial Performance Discussion and analysis related to the following financial review is presented based on consolidated financial statements for the year ended December 31, 2014 and 2013. The consolidated financial statements have been audited by Aryanto, Amir Jusuf, Mawar Saptoto (RSM AAJ Associates) through the Audit Report No. R/018.AGA/sat.3/2015 dated January 28, 2015 and has received an unqualified opinion. The Company’s consolidated financial statements prepared and presented in accordance with Statement of Financial Accounting Standards (“PSAK”) in Indonesia, which is set by the Indonesian Institute of Accountants and in accordance with the Decision of the Chairman of the Capital Market Supervisory Agency and Financial Institution (Bapepam-LK) No. VIII.G.7 Attachment Decree No. KEP347 / BL / 2012 dated June 25, 2012 regarding Presentation and Disclosure of Financial Statements for Public Listed Company. Report of Consolidated Financial Statements Position Consolidated Financial Position of the Company in 2014 showed an improved performance. This year, the assets of the Company amounted to Rp 31.86 trillion or grew by 13.54% compared to 2013. This growth is due to the attainment of new Toll Road Concession Rights, as the Company’s efforts to continue to develop the business. On the other hand, these conditions cause the liabilities of the Company to increase by 16.76% compared to the previous year because the Company received additional loans to support the construction of the new toll road. While, the Company’s equity increased by 8.21% from a year earlier as a reflection that the Company remains committed to maintaining profitability amid the expansion efforts.

Assets

Assets in 2014 Compared to 2013 (in billion Rp)

Description

2013*

Current Assets Non-Current Assets

Non Current Asset

2013

31,857.95

28,058.58

28,216.58

24,270.28

3,641.37

3,788.30

TOTAL ASsETs

Current Asset

∆ Rp

∆%

3,641.37

(146.93)

(3.88)

24,270.28

28,216.58

3,946.30

16.26

28,058.58

31,857.95

3,799.37

13.54

3,788.30

Total Asset

2014

2014

Definition Assets are resources that are controlled by a Company as as a result of past events and from which the company can expect to obtain economic gains in the future. Standard Used • PSAK No. 1 Presentation of Financial Statements • PSAK No. 7 Disclosure of Parties who Have Special Relations • PSAK No. 15 Accounting for Investments in Associated Firms • PSAK No. 16 Property and Equipment • PSAK No. 19 Intangible Assets • PSAK No. 22 Business Combinations • PSAK No. 48 Depreciation of Assets • PSAK No. 50 Financial Instruments: Presentation

Total assets of the Company reached Rp 31.86 trillion in 2014, an increase of Rp 3.80 trillion or 13.54% compared to 2013. The increase is due to the addition of the toll roads that are still in construction phase, as well as new toll roads that are already in operation.

*) Restated PT Jasa Marga (Persero) Tbk. 2014 Annual Report

133




Highlights 2014

Management Report



Current Assets Current Assets in 2014 Compared to 2013 (in billion Rp)

2014

∆ Rp

3,514.06

3,290.78

(223.28)

Short Term Investment Other Receivables – Current Costs Paid in Advance

Cash and Cash Equivalent

7.14

0.52

7.78

148.83

(28.37)

(16.01)

25.77

71.98

46.21

179.35

57.98

89.69

(146.93)

(3.88)

Short Term Investment

Other Receivables – Current

2013 Definition Current assets are assets that meet the classification, expected to be realized or is held for sale or used within the normal operating cycle of the company; or, owned for trading or for used in short-term goals and is expected to be realized within a period of twelve months after the reporting date; or in the form of cash or cash equivalent, where its utilization is not restricted.

Costs Paid in Advance

122.63

122.63 3,641.37

64.65

64.65 3,788.30

7.14

6.63

177.20

3,290.78

3,514.06 3.514,06

Total Current Assets

(6.35)

6.63

148.83

Prepaid Tax

∆%

177.20

71.98


2013*

25.77

Uraian

Prepaid Tax

2014 Standard Used • PSAK No. 1 Presentation of Financial Statements • PSAK No. 7 Disclosure of Parties that Have Special Relationship • PSAK No. 15 Accounting for Investments in Associates • PSAK No. 22 Business Combinations • PSAK No. 48 Depreciation of Assets • PSAK No. 50 Financial Instruments: Presentation • Other PSAK and ISAK that are relevant

The overall Current Assets of the Company decreased by 3.88% from Rp 3.79 trillion in 2013 to Rp 3.64 trillion in 2014. The decrease was caused by an increase in the equity contribution to Subsidiaries, payment of bank loan and bonds payable. Cash and Cash Equivalents Cash and Cash Equivalents in 2014 Compared to 2013 (in billion Rp)

Description

2013

3,290.78

3,514.06

Cash and Cash Equivalents

2013*

2014

∆ Rp

∆%

3,514.06

3,290.78

(223.28)

(6.35)

Definition Cash and cash equivalents refer to Cash in rupiah, currency, and checque accounts. While Cash equivalents include short-term deposits in which the period is equal to or less than 3 (three) months from the date of placement and no collateral and are not restricted.

Standard Used • PSAK No. 2 Cash Flow Statement • PSAK No. 50: Financial Instruments: Presentation • PSAK No. 55: Financial Instruments: Recognition and Measurement • PSAK No. 60: Financial Instruments: Disclosures • Other PSAK and ISAK that are relevant

2014

Cash and Cash Equivalents of the Company fell 6.35% from the previous year of Rp 3.51 trillion to Rp 3.29 trillion in 2014. The decrease is due to the capital injection into Subsidiaries to accelerate the completion of the construction of a new toll road that is being undertaken by the Company and for the payment of bank debts. A more detailed explanation can be seen in the Report Note No. 4 pages 41-42 of the Audited Financial Statements for 2014 financial year. *) Restated

134






Glossary



Composition of Short Term Investment in 2014 Compared to 2013 (in billion Rp)

Description

7.14


2014

∆ Rp

∆%

6.63

7.14

0.52

7.78

Definition Short-term investments are investments in deposits and marketable securities with a maturity of up to one year. Standard Used • PSAK No. 23: Revenues • PSAK No. 50: Financial Instruments: Presentation • PSAK No. 60: Financial Instruments: Disclosures • PSAK No. 55: Financial Instruments: Recognition and Measurement • Other PSAK and ISAK that are relevant

6.63 2013

2013*

2014

In 2014, short-term investments amounted to Rp 7.14 billion, an increase of 7.78% from 2013 to reach Rp 6.63 billion. This increase is due to additional investment in deposits. More detailed explanation, please see in the Report Note No. 5 page 43 of the Audited Financial Statements for 2014 fiscal year. Other Receivables – Current Composition of Other Receivables – Current, in 2014 Compared to 2013 (in billion Rp)

Description

2013

148.83

177.20

Other Receivables – Current

2014

2013*

2014

∆ Rp

∆%

177.20

148.83

(28.37)

(16.01)

Definition Other receivables – Current, are revenues to be received from land lease, rent of place for rest and service area, rental of advertising space and interest received from time deposits to be obtained by the Company in the short term, or less than 1 year. Standard Used • PSAK No. 50: Financial Instruments: Presentation • PSAK No. 55: Financial Instruments: Recognition and Measurement • PSAK No. 60: Financial Instruments: Disclosures • Other PSAK and ISAK that are relevant

In 2014, Other Receivables-Current reached Rp 148.83 billion, down 16.01% from 2013. Other receivables-Current has decreased due to the decline in employee receivable and other receivables with a nominal under Rp 1 billion. More detailed explanation can be seen in the Report Note No. 6 page 43 of the Audited Financial Statements of the 2014 fiscal year.


135




Highlights 2014

Management Report



Prepaid Costs Composition of Prepaid Costs Payment in 2014 compared to 2013 (in billion Rp)

Description

25.77

71.98

Prepaid Costs

2013

2013*

2014

∆ Rp

∆%

25.77

71.98

46.21

179.35

Definition Prepaid expenses are payments that are done upfront for goods to be received, or the benefits will be used, within twelve months after the reporting date. Prepaid expenses are charged to the income statement in accordance with the future benefits. Standard Used • Framework for the Preparation and Presentation of Financial Statements • Other PSAK and ISAK that are relevant.

2014

Prepaid Costs increased by 179.35% from Rp 25.77 billion in 2013 to Rp 71.98 billion in 2014. The increase in Prepaid Costs is partly due to an increase of advance payments for goods and services within the Company. More detailed explanation, please see Report Note No. 7 page 45 of the Audited Financial Statements for 2014 fiscal year. Prepaid Tax Composition of Prepaid Tax in 2014 Compared to 2013 (in billion Rp)

Description

64.65

122.63

Prepaid Tax

2013

2013*

2014

∆ Rp

∆%

64.65

122.63

57.98

89.69

Definition Prepaid taxes are taxes that will be weighted in calculating the tax liabilities. Standard Used • PSAK No. 46: Income Tax • Framework for the Preparation and Presentation of Financial Statements • Other PSAK and ISAK that are relevant

2014

Prepaid Taxes rose 89.69% from Rp 64.65 billion in 2013 to Rp 122.63 billion in 2014. The increase of Prepaid Taxes is due to an increase in income tax liabilities of the Company over Income tax (PPh 28.a in 2013. More detailed explanation can be found in the Report Note No. 8 page 45 of the Audited Financial Statements for 2014 fiscal year.

*) Restated

136







Glossary

Non-Current Asset

Composition of Non Current Assets in 2014 Compared to 2013 (in billion Rp)

Description

2013*

Other Receivables – Non Current Appropriated Funds

∆ Rp

∆%

19.75

-

(19.75)

(100.00)

459.32

816.90

357.59

77.85

Investment in Associates

179.24

171.35

(7.89)

(4.40)

Other Financial Assets

244.61

244.61

-

-

Fixed Assets Toll Road Concession Rights – Net

591.31

701.73

110.42

18.67

21,962.12

23,935.41

1,973.29

8.98

641.12

2,183.17

1,542.05

240.52

Other Goodwill

41.85

41.85

-

-

130.97

121.56

(9.40)

(7.18)

24,270.28

28,216.58

3,946.30

16.26

Other Assets Total Non-Current Asset

816.90 19.75 – es t bl ren a iv ur ce C Re on N er

th

459.32

-

s te ia

s

nd

d te ria

Ap

op pr

Fu

835.92

179.24 171.35

m st ve In

t en

in

e

th

O

rF

2,183.17

946.33

ts se ts As sse l a A ci an ed in Fix

c so As

23,935.41

Standard Used • PSAK No.1 on Presentation of Financial Statements • PSAK No. 16 on Property and Equipment • PSAK No. 19 on Intangible Assets • PSAK No. 48 on Asset Depreciation • PSAK No. 22 on Business Combinations • PSAK No. 50 on Financial Instruments: Presentation • Other PSAK and ISAK that are relevant

21,962.12 3.514,06

Definition Non-current assets are assets that do not meet the criteria of current, for example, fixed assets or intangible assets.

O

2014

641.12

on si t es Ne c – n Co hts ad Rig o lR

130.97

41.85 41.,85 er

th

O

ill

ts

e ss rA

dw

o Go

121.56

e

th

O

l To

2013

2014

In 2014, Non-Current Assets reached Rp 28.22 trillion, or an increase of 16.26% from 2013. This increase is mainly due to the growth of Intangible Assets in the form of Toll Road Concession Rights, which reached Rp 23.94 trillion in 2014.


137




Highlights 2014

Management Report



Other Receivables – Non Current Composition of Other Receivables – Non Current in 2014 Compared to 2013 (in billion Rp)

Description Other Receivables- Non Current

2014

∆ Rp

∆%

19.75

-

(19.75)

(100)

19.75

Definition Other Receivables–Non-current, are revenues to be received from land lease, rent of rest area, rent of advertising space and interest to be obtained from time deposits to be received by the Company in the long term or more than 1 year.

— 2013

2013*

2014

Standard Used • PSAK No. 50: Financial Instruments: Presentation • PSAK No. 55: Financial Instruments: Recognition and measurement • PSAK No. 60: Financial Instruments: Disclosures • Other PSAK and ISAK that are relevant

In 2014, Other Receivables - Non-current, declined by 100% in 2014 from 2013 as receivables have been switched/classified to Other Current Receivables according to the time period of less than one year. More detailed explanation can be found in the Report Note No. 6 page 44 of the Audited Financial Statements of the 2014 fiscal year. Appropriated Funds Composition of Appropriated Funds in 2014 Compared to 2013 (in billion Rp)

Description

816.90

Appropriated Funds

2014

∆ Rp

∆%

459.32

816.90

357.59

77.85

Definition Appropriated funds are sinking funds that are set aside as guarantee payment of bonds and bank loans. Standard Used • The basic framework of the preparation and presentation of financial statements. • Other PSAK and ISAK that other relevant.

459.32 2013

2013*

2014

In 2014, the amount of Appropriated Funds reached Rp 816.90 billion, up 77.85% from a year earlier. The increase was due to the increase in Land Acquisition and Guarantee for Bank Syndicated Loan. There are also special accounts related to revenues received from the operation of JORR Section S after deducting the operating expenses, including amortization, and maintenance, which are separated and put in a special account in accordance with the Decree of the Minister of Public Works No. 80.1/KPTS/M/2013 dated February 25, 2013. More detailed explanation can be found in the Note Report No. 9 page 48 of the Audited Financial Statements of fiscal year 2014.

*) Restated

138






Glossary


Investment in Associates Composition of Investment in Associates in 2014 Compared to 2013 (in billion Rp)

Description

2013

171.35

179.24

Investment in Associates

2013*

2014

∆ Rp

∆%

179.24

171.35

(7.89)

(4.40)

Definition Investments in associates are investments in the form of shares in another entity (investee) where the investor has significant influence over the investee. Standard Used • PSAK No. 15: Investments in Associates and Joint Ventures • PSAK No. 67: Disclosure of Interests in Other Entities • Other PSAK and ISAK that are relevant

2014

In 2014, Investments in Associate companies declined to Rp 171.35 billion, down 4.40% compared to 2013. The Company has investments in associates that are considered as equity in those Associates. Investments in Associates has decreased as portion of the Net Profit (Loss) on Subsidiaries, PT Ismawa Trimitra and PT Trans Lingkar Kita Jaya. The carrying value of the investment can be found in more detail in the Report Note No. 10 pages 49-52 of the Audited Financial Statements of the 2014 financial year. Other Financial Assets Composition of Other Financial Assets in 2014 compared to 2013 (in billion Rp)

Description

2013

244.61

244.61

Other Financial Assets

2014

2013*

2014

∆ Rp

∆%

244.61

244.61

-

-

Definition Other Financial Assets in the form of equity investments which are classified as financial assets available for sale that are recorded as acquisition costs. Standard Used • PSAK No. 50: Financial Instruments-Presentation • PSAK No. 55: Financial Instruments-Recognition and Measurement • PSAK No. 60: Financial Instruments-Disclosures • Other PSAK and ISAK that are relevant.

In 2014, the Other Financial Assets reached Rp 244.61 billion. The Company holds an equity interests in some of companies which are categorized as financial assets available for sale, which are recorded as acquisition price, then deducted by depreciation of the equity interest in each company. More detailed explanation can be found in the Note Report No. 11, pages 53-59 of the Audited Financial Statements 2014 financial year.


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Management Report



Fixed Assets Composition of Fixed Assets in 2014 Compared to 2013 (in billion Rp)

Description

591.31

701.73

Fixed Assets

2013

2014

2013*

2014

∆ Rp

∆%

591.31

701.73

110.41

18.67

Definition Fixed assets are tangible assets held that are used in the provision of services, leased to another party, or administrative purposes, as well as the use of more than one period. Standard Used • PSAK No. 16: Fixed Assets • PSAK No. 30: Rent • PSAK No. 48: Depreciation of Assets • ISAK 8: Determining Whether an Arrangement has Lease Element • ISAK 23: Operating Leases - Incentives • ISAK 24: Evaluating the Substance of Agreements Involving the Legal Form of Lease • ISAK 25: Land Rights • Other PSAK and ISAK and other relevants.

In 2014, fixed assets reached Rp 701.73 billion, up 18.67% from 2013’s assets of Rp591.31. This is due to the addition of the company’s assets such as Office Building and Other Building, Equipment Operations and Office, as well as motor vehicles. More detailed explanation can be found in the Note Report No. 12 pages 59-61 of the Audited Financial Statements 2014 financial year. Intangible Asset in the Form of Toll Road Concession Rights (HPJT) Composition of Intangible Assets (HPJT) in 2014 Compared to 2013 (in billion Rp)

Description

2013

23,935.41

21,962.12

Toll Road Concession Rights Intangible Assets

2013*

2014

∆ Rp

∆%

21,962.12

23,935.41

1,973.29

8.98

Definition Toll Road Concession Rights (HPJT) is an intangible asset that is derived from the toll road concession, which is a compensation for the construction of toll roads. Standard Used • PSAK19: Intangible Assets • PSAK 34: Construction Contracts • PSAK 48: Depreciation of Assets • ISAK 16: Service Concession Arrangements • ISAK 22: Service Concession Arrangements: Disclosures • Other PSAK and ISAK that are relevant

2014

The Intangible assets of HPJT reached Rp 23.94 trillion, an increase of 8.98% or Rp 1.97 trillion from the previous year. The Toll Road Concession of the Company increased, as reflected in the operations of several toll roads managed by the Company through the Subsidiaries, such as JORR W2 North toll road managed by PT Marga Lingkar Jakarta, Bogor Outer Ring Road Toll Road Section 2A Kedung Halang-Kedung Badak managed PT Marga Sarana Jabar, and the Semarang-Solo toll road Section II Ungaran-Bawen managed by PT Marga Trans Jateng. More detailed explanation can be found in the Report Note No. 13 page 61 of the Audited Financial Statements for 2014 financial year.

*) Restated

140







Glossary

Other Intangible Assets Composition of Other Intangible Assets in 2014 Compared to 2013 (in billion Rp)

Description

2,183.17

Other Intangible Assets

2014

∆ Rp

∆%

641.12

2,183.17

1,542.05

240.52

Definition Other intangible assets are non-monetary assets that can be identified and did not have a physical form, other than the Toll Road Concession Rights (HPJT). Standard Used • PSAK19: Intangible Assets • PSAK 48: Depreciation of Assets • Other PSAK and ISAK that relevant

641.12 2013

2013*

2014

In 2014, Other Intangible Assets reached Rp 2.18 trillion, up 240.52% from the previous year of Rp 641.12 billion. This is due to increased of pre-construction soil of the Subsidiary companies which are still in the process of constructing toll roads as well as the use of software by the Company. More detailed explanation can be found in the Report Note No. 13 page 62 of the Audited Financial Report for 2014 Fiscal Year.

Goodwill Composition of Goodwill in 2014 Compared to 2013 (in billion Rp)

Description

2013

41.85

41.85

Goodwill

2013*

2014

∆ Rp

∆%

41.85

41.85

-

-

Definition Goodwill is the excess of the amount paid (considerations) and the fair value of net assets that are obtained. Standard Used • PSAK 19: Intangible Assets • PSAK 22: Business Combinations, IAS • PSAK 48: Depreciation of Assets Value • Other PSAK and ISAK that are relevant

2014

In 2014 the Company recorded Goodwill amounting to Rp 41.85 billion, or equal to the period of 2013. In 2009, the Company had recorded Goodwill over the acquisition of PT Marga Nujyasumo Agung (MNA), the concession holder of the Surabaya-Mojokerto toll road worth Rp 36,879,508,000 (full amount) based on the estimates made by the Company and the value recorded in 2010 amounted to Rp 70,693,667,450 (full amount) that had been adjusted with the results of the assessment of the independent appraisal.


141




Highlights 2014

Management Report



In 2010, the Company acquired PT Marga Kunciran Cengkareng (MKC), the concession holder of KunciranCengkareng Toll Road, with equity interest of 75% ownership. The Company has recorded Goodwill arising from this acquisition. In 2010, the Company has also acquired PT Sarana Margabhakti Utama (now renamed as PT Jasa Layanan Pemeliharaan), which engages in the construction, trade and rental of vehicles. Jasa Marga acquired 99% shares in the targeted company. Jasa Marga has recorded Goodwill arising from this acquisition. More detailed explanation can be found in the Note Report No. 14 page 63 of the Audited Financial Statements for 2014 financial year.

Other Assets Composition of Other Assets in 2014 Compared to 2013 (in billion Rp)

Description

2013

121.56

130.97

Other Assets

2014

2013*

2014

∆ Rp

∆%

130.97

121.56

(9.40)

(7.18)

Definition Other assets consist of assets taken over from the termination of the concession agreement (PKP) and are in the form of down payment to contractors and consultants for toll road construction, overlay works, toll road equipment procurement as well as other goods procurement that will be taken into account in the bill for the progress of work of contractors and consultants. Standard Used • The basic framework of the preparation and presentation of financial statements. • Other PSAK and ISAK that are relevant

Other assets consist of advanced payments to contractor, guarantees (bank guarantees), assets taken over, and Surabaya toll road section - Gempol Porong section. In 2014, Other Assets reached Rp 121.56 billion, down Rp 9.40 billion from the previous year of Rp 130.97 billion. The decline of Other Assets was partly due to the decline in bank guarantee, namely bank guarantee placed by the Company as the holder of the Toll Road Concession Right as a guarantee of the development and completion of the toll road construction. In line with the operation of new toll roads managed by the Company through its Subsidiaries, the use of collateral (bank guarantees) also began to decline. More detailed explanation can be found in the Note Report No. 15 pages 64-65 of the Audited Financial Statements for 2014 fiscal year.

*) Restated

142






Glossary


Liabilities Compostion of Liabilities in 2014 Compared to 2013 (in billion Rp)

2013*

2014

Short Term Liabilites

4,871.30

4,312.92

(558.38)

(11.46)

Long Term Liabilites

12,629.34

16,120.04

3,490.70

27.64

17,500.63

20,432.95

2,932.32

16.76

Short Term Liabilities

∆ Rp

∆%

20,432,95 .

16,120.04

12,629.34

4,312.92

4,871.30

Total Liabilities

17,500.63

Description

Long Term Liabilities Total Liabilities

2013 Definition Liabilities are the obligations of the Company arising from past events, the settlement of which is estimated to result in an outflow of resources that have economic values.

2014 Standard Used • PSAK No. 1 Presentation of Financial Statements • PSAK No. 46 Income Taxes • PSAK No. 57 Provisions, Contingent Liabilities and Contingent Assets • Other PSAK and ISAk that are relevant

Liabilities of the Company at the end of 2014 stood at Rp 20.43 trillion, up 16.76% from Rp 2.93 trillion in 2013. The increase is due to additional loans obtained by the Company to support the construction of the new toll roads. As a result, the Long-Term Liabilities increased from Rp 12.63 trillion in 2013 to Rp 16.12 trillion in 2014, while Current Liabilities decreased by 11.46% from previous year due to the repayment of bond debts and bank debts.


143




Highlights 2014

Management Report



Short Term Liabilities Composition of Short Term Liabilities in 2014 Compared to 2013 (in billion Rp)

Description

2013*

2014

Short Term Bank Loan

655.84

Accounts Payable

100.03

Contractors Payable Taxes Payable Other Payable Acrued Expenses

∆ Rp

∆%

610.50

(45.34 )

(6.91)

191.68

91.64

91.62

1,153.45

990.49

(162.96)

(14.13)

107.06

261.57

154.51

144.32

56.41

73.66

17.25

30.58

464.68

416.26

(48.41)

(10.42)

295.22

43.16

(252.06)

(85.38)

700.00

-

(700.00)

(100.00)

Bank Loan Bonds Payable Loans from Govovernment

-

-

-

n/a

Land Acquisition Liabilities

1.112.70

1,500.72

388.02

34.87

19.78

15.48

(4.29)

(21.70)

Capital Lease Payable

a Lo

B

or

Sh

s

nt

ou cc A

b ya Pa

s

r to

c ra nt

b ya Pa

le

le

s xe Ta

b ya Pa

e

th

O

ab ay rP

Co

Definition Short-term liabilities are liabilities that are expected to be settled within a period of twelve months after the reporting date or the normal cycle of operation of the Company.

d an ue s Lo cr e k A ens n p Ba Ex

2013

2014

206.14

15.48

1,500.72

19.78

0

0

0

s nd le Bo ab y Pa

1,112.70

1.58 (11.46)

700

3.26 (558.38)

295.22

209.40 4,312.92

43.16

464.68

73.66

56.41

261.57

107.06

990.49

1.153.45 00??

191.68

100.03

610.50 655.84

m

er tT

le

le

n

k an

206.14 4,871.30

41.26

Provision for Overlay Total Short-Term Liabilities

209.40

Current Portion of Long-Term Liabilities

y se on om rla iti s ea le fr ent ve is litie s l L yab u n O m i a a n t a r cq b pi P fo Lo ver A Lia n o Ca nd io a ov s i L G ov Pr

Standard Used • PSAK No. 1: Presentation of Financial Statements • PSAK 50 : Financial Instruments: Presentation. • PSAK 55: Financial Instruments: Recognition and Measurement. • PSAK 60: Financial Instruments: Disclosures. • PSAK 46: Income Taxes. • PSAK 57: Provisions, Contingent Liabilities and Contingent Assets. • ISAK 16: Service Concession Agreement • PSAK30: Leases • ISAK 23: Operating Leases - Incentives • ISAK 22: Service Concession Arrangements: Disclosures. • Other PSAK and ISAK that are relevant

At the end of 2014, the Company recorded Short-Term Liabilities of Rp 4.31 trillion, which is lower 11.46% or Rp 558.38 billion from the previous year’s Short-term Liabilities of Rp 4.87 trillion. The decline was primarily due to the repayment of the Series S-A Bonds and the repayment of Bank Loans which matured in 2014. From the above table and graph, the largest composition of Short-term Liabilities in 2014 was Land Acquisition, which reached Rp 1.5 trillion. This liability was a bridging fund to purchase land for the construction of toll road, by utilizing briding funds owned by Public Service Agency (BLU) of the Toll Road Regulatory Agency.

*) Restated

144






Glossary


Accounts Payable Composition of Accounts Payable in 2014 Compared to 2013 (in billion Rp)

Description

100.03

191.68

Accounts Payable

2013

2013*

2014

∆ Rp

∆%

100.03

191.68

91.64

91.62

Definition Account payables are obligations to deliver cash and cash equivalents arising from business activities which are regulated in the Articles of Association of the Company. Standard Used • PSAK 50 : Financial Instruments: Presentation • PSAK 55: Financial Instruments: Recognition and Measurement • PSAK 60: Financial Instruments: Disclosures • Other PSAk and ISAK that are relevant

2014

Accounts payable of the Company consists of payable to third parties as well as to related parties which are owed to suppliers for procurement of printed materials, stationery, toll tickets, medicines and uniforms as well as accounts payable for services maintenance and cleaning of the toll roads. Accounts Payable in 2014 reached Rp 191.68 billion, up 91.62% from the previous year which reached Rp 100.03 billion. Accounts payable increased primarily due to a rise o payable to third parties which rose 102.4% to Rp 186.28 billion from Rp 92.04 billion. More detailed explanation can be found in the Note Report No. 16 page 65 of the Audited Financial Statements of the 2014 financial year.

Contractors Payable Composition of Contractors Payable in 2014 Compared to 2013 (in billion Rp)

Description Payable to Contractors

2014

∆ Rp

∆%

1,153.45

990.49

(162.96)

(14.13)

Definition Contractors Payable refers to payable to contractors, consultants and partners associated with the construction of roads, overlay, procurement of toll facilities and other buildings. 990.49

1,153.45 2013

2013*

Standard Used • The basic framework of the preparation and presentation of financial statements. • Other PSAK and ISAK that are relevant

2014

Account Payable to Contractors reached Rp 990.49 billion, down 14.13% from the previous year of Rp 1.15 trillion. This happens because some of the projects the Company has completed and are also in operational in 2014. More detailed explanation can be found in the Note Report No. 17, pages 65-66 of the Audited Financial Statements of the 2014 financial year.


145




Highlights 2014

Management Report



Tax Liabilities Composition of Tax Liabilities in 2014 Compared to 2013 (in billion Rp)

Description

107.06

261.57

Tax Liabilities

2013

2013*

2014

∆ Rp

∆%

107.06

261.57

154.51

144.32

Definition Taxes liabilities are taxes that have not been paid to the State Treasury. Standard Used • PSAK 46: Income Taxes • Framework for the Preparation and Presentation of Financial Statements • Other PSAK and ISAK that are relevant

2014

In 2014, tax liabilities reached Rp261.57 billion, an increase of 144.32% from 2013, which which reached Rp 107.06 billion. This is because the Value Added Tax and Income Tax Income (PPh) Article 29 recorded an increase. More detailed explanation can be found in the see Note Report No. 8 page 45 of Audited Financial Statements of the 2014 fiscal year. Other Liabilities Composition of Other Liabilities in 2014 Compared to 2013 (in billion Rp)

Description

56.41

73.66

Other Liabilities

2013

2013*

2014

∆ Rp

∆%

56.41

73.66

17.25

30.58

Definition Other Liabilities consist of liabilities to related parties. Standard Used • The basic framework of the preparation and presentation of financial statements. • Other PSAK and ISAK that are relevant

2014

Other liabilities consist of liabilities to related parties which are owed to PT Jatim Marga Utama (JMU) in the form of capital injection as the Company’s equity at JMU which was received again by the Company in April 2003. In addition, Donation to Scout Area in Cibubur and the Indonesian Miniatur Park (Taman Mini Indonesia Indah) is a contribution of the Company to the national scouts movement and Taman Mini Indonesia Indah based on Presidential Decree No. 14 of 1981 on the use of a portion of toll revenues received from the toll gates to/from the Taman Mini Indonesia Indah and Cibubur Scout area. However, since January 26, 2008, the Government issued Presidential Decree No. 3 Year 2008 regarding the revocation of Presidential Decree No. 14 Year 1981. More detailed explanation can be found in the Report Note No. 18 page 66 of the Audited Financial Statements in the 2014 financial year.

*) Restated

146







Glossary

Accrued Expenses Composition of the Accrued Expenses in 2014 Compared to 2013 (in billion Rp)

Description

2013

2014

∆ Rp

∆%

464.68

416.26

(48.41)

(10.42)

Definition Accrued Expense is a load that already occurred but have yet to be recorded in the accounts.

416.26

464.68

Accrual Expense

2013*


2014

The Accrued Expenses of the Company consist of Accrued Interest Expense of Bonds, Bank Debt Interest Expense, General and Administrative Expenses, Salaries and Allowances, Joint Operating Expenses and Other Expenses. Accured Expenses in 2014 reached Rp 416.26 billion, down 10.42% over the same period in 2013 which reached Rp 464.68 billion. Accrued expenses decreased, primarily due to the decline in accrued expenses over business ventures from Rp 66.89 billion in 2013 to Rp 792 million in 2014. More detailed explanation can be found in the Report Note 19 page 66 of the Audited Financial Statements in 2014 financial year. Long Term Liabilities that Mature within One Year Composition of Long Term Liabilities that Mature within One Year in 2014 Compared to 2013 (in billion Rp)

2013* 295.22

43.16

(252.06)

(85.38)

-

(700.00)

(100.00)

Loans from Government

-

-

-

n/a

1,112.70

1,500.72

(388.02)

34.87 (21.70)

19.78

15.48

(4.29)

206.14

209.40

3.26

1.58

2,333.83

1,768.76

(565.07)

(24.21)

Bank Loans

Bonds Payable

0

0

0

700.00

43.16

295.22

Total

Loans from Government

1,112.70

Provision for Overlay

Land Acquisition Liabilities 2013

Definition Long-term liabilities that mature within One Year is part of long-term liabilities that will mature within twelve months after the reporting date and are presented in the Financial Statement by way of explaining in detail the type of long-term liabilities that will mature within one year.


209.40


1,500.72


∆%

700.00

206.14

Bonds Payable

∆ Rp

15.48

Bank Loans

2014

19.78

Description


2014

Standard Used • PSAK No. 1 Presentation of Financial Statements • Framework for the Preparation and Presentation of Financial Statements • Other PSAK and ISAK that are relevant

Long-term liabilities that will mature within one year totaled Rp 1.77 trillion, down 24.21% from the previous of Rp 2.33 trillion. The decline was due to the repayment of bond debt Series S-A and bank loan. *) Restated PT Jasa Marga (Persero) Tbk. 2014 Annual Report

147




Highlights 2014

Management Report



Long Term Liabilities Composition of Long Term Liabilities in 2014 Compared to 2013 (in billion Rp)

74.23 623.50

5,320.20

6,484.84

1.164.64

21.89

5,144.38 22.21 566.17 47.13 124.95 458.67

6,144.43 22.21 1,369.22 34.48 156.71 819.42

1,000.05 803.05 (12.65) 31.76 360.76

19.44 n/a 141.84 (26.83) 25.42 78.65

326.11 12,629.34

390.99 16,120.04

64.88 3,490.70

19.90 27.64

s

ue

d

ne

r ea

Un

n ve Re

ed rr

x Ta

Li

nk

Ba

390.99

4.51 13.67

326.11

819.42

458.67

22.21 22.21

∆%

3.20 75.00

n n ts y rm le tio s tio s efi es Te es rla ab si ie ra tie g iliti en iliti ui ilit ay ve n pe bili B q P O b b r Lo iab Ac Lia t O ia ee ia se fo er L in L oy L ea nd n th Jo pl lL io La O s a i t Em pi ov Pr Ca

le

a Lo

s

nd

Bo

b ya Pa

fe

De

6,144.43

5,144.38

6,484.84

5,320.20

ns

s

ie

lit

i ab

623.50

71.03

74.23

548.50

Employee Benefits Liabilities Total Long-Term Liabilities

∆ Rp

124.95 156.71

Bonds Payable Joint Operation Liabilities Land Acquisition Liabilities Capital Lease Payable Provision for Overlay Other Long Term Liabilities

47.13 34.48

2014

71.03 548.50

Unearned Revenues Deferred Tax Liabilities Long-Term Liabilities- Net of Current Portion Bank Loans

1,369,22

2013*

566.17

Description

2013 Definition Long-term liabilities refers to liabilities to creditors in which the due dates of the debt settlements are more more than twelve months after the reporting period.

2014 Standard Used • PSAK No. 1 on Presentation of Financial Statements • Framework for the Preparation and Presentation of Financial Statements • Other PSAK and ISAK that are relevant

At the end of 2014, Long-Term Liabilities rose 27.64% from Rp 12.63 trillion in 2013 to Rp 16.12 trillion in 2014. This increase was primarily due to an increase in loans to third parties in order to support the constructions of new toll road projects by the Company through its Subsidiaries. Unearned Income Unearned Income in 2014 Compared to 2013 (in billion Rp)

Description

2013

74.23

71.03

Unearned Income

2014

2013*

2014

∆ Rp

∆%

71.03

74.23

3.20

4.51

Definition Unearned income is cash receipts and cash equivalents from the other parties as payment for services of more than one year after the reporting period. Standard Used • PSAK 30: Leases • Other PSAK and ISAk that are relevant.

Unearned Income recorded an increase of 4.51% from the previous year, due to an increase income from rent advertisements, land, rest areas and other income earned on the toll road areas. More detailed explanation can be found in the Report Note 26 page 77 of the Audited Financial Statements of the 2014 financial year.

*) Restated

148






Glossary


Deferred Tax Liabilities Composition of Deferred Tax Liabilities in 2014 Compared to 2013 (in billion Rp)

Description

2013

2014

∆ Rp

∆%

548.50

623.50

75.00

13.67

Definition The deferred tax liability is the amount of income taxes payable in future periods as a result of temporary taxable value differences. Temporary differences are arising from the gap between the amount of an asset or liability in the financial statement and basis for tax imposition.

623.50

548.50

Deferred Tax Liabilities

2013*

Standard Used • PSAK 46: Income Taxes • Other PSAK and ISAk that are relevant

2014

The Company’s deferred tax liability in 2014 rose 13.67% from Rp 548.50 billion in 2013 to Rp 623.50 billion in 2014. More detailed explanation can be found in the Report Note No.2q and 8c pages 46-48 of the Audited Financial Statements of the 2014 financial year. Long Term Liabilities – After Deducted with Portion of Debts Maturing in One Year Composition of Long Term Liabilities – After Deducted with Portion of Debts which Matures in One Year in 2014 Compared to 2013 (in billion Rp)

2014 6,484.84

1,164.64

21.89

5,144.38

6,144.43

1,000.05

19.44

Liabilities from Joint Operation

Bank Loan

Bonds Payable

22.21

-

-

1,369.22

803.05

141.84

Liabilities from Joint Operation 2013

(12.65)

(26.83)

156.71

31.76

25.42

11,225.03

14,211.89

2,986.86

26.61


apital Lease Payable

156.71

34.48

124.95

47.13 124.95

566.17

22.21

22.21

6,144.43

5,144.38

6,484.84

5,320.20

Total

∆%

22.21

Capital Lease Payable Provision for Overlay

∆ Rp

566.17

34.48


47.13

Bonds Payable

2013* 5,320.20

1,369.22

Description Bank Loan


2014

In 2014, the amount of bank debts reached Rp 6.48 trillion, an increase of 21.89% or Rp 1.16 trillion from the previous year of Rp 5.32 trillion. The increase was due to a rise of Bank Loans in the Subsidiary Companies in line with the construction of new toll road activities. While Bonds Payable were amounting to Rp 6.14 trillion, an increase of Rp 1.00 trillion from Rp 5.14 trillion a year earlier. The increase was due to the issuance of Jasa Marga Bond I Phase II 2014 amounting to Rp 1.00 trillion, which was used to repay the Company’s Matured Bond Debts and an effort by the Company to lower interest expenses. The bond issuance is also an effort to support the development of the Company’s business on an ongoing basis, as working capital in the development of new toll roads. *) Restated PT Jasa Marga (Persero) Tbk. 2014 Annual Report

149




Highlights 2014

Management Report



Other Long Term Liabilities Composition of Other Long Term Liabilities in 2014 Compared to 2013 (in billion Rp)

Description

819.42

Other Long Term Liabilities

2013*

2014

∆ Rp

∆%

458.67

819.42

360.76

78.65

Definition Other long-term liabilities are long-term liabilities that can not be classified in one of the posts of existing long-term liabilities and are not considered material to be presented in a separate post.

458.67

Standard Used • PSAK No. 1 on Presentation of Financial Statements • Framework for the Preparation and Presentation of Financial Statements • Other PSAK and ISAK that are relevant.

2013

2014

Other Long-Term Liabilities are contingent liabilities, which is a state that is still charactered by the uncertainty regarding the possibility of obtaining profits or losses by the Company. This will be resolved by the occurrence or non-occurrence of one or more events in the future. Other Long Term Liabilities increased by 78.65% from Rp 458.67 billion in 2013 to Rp 819.42 billion in 2014. More detailed explanation can be found in the Report Note 45 page 112 of the Audited Financial Report for the 2014 financial year. Post Employement Benefit Compositon of Post Employement Benefit in 2014 Compared to 2013 (in billion Rp)

Description Post Employement Benefit

2014

∆ Rp

∆%

326.11

390.99

64.88

19.90

Definition Post-employment benefit liabilities are liabilities arising from employee benefits (other than termination benefits) that are owed after the worker has completed his tenure. 390.99

326.11 2013

2013*

Standard Used • PSAK 24: Employee Benefits • ISAK 15: PSAK 24 – The Limit on Fixed Benefit Asset, Minimum Funding Requirements and Their Interaction • Other PSAK and ISAK that are relevant

2014

Consisting of Retired Health Programs, Retirement Plans, and Retirement Program Pension Plans and Other Post-Employment Benefits. Employee benefits liabilities rose 19.90% from Rp 326.11 billion in 2013 to Rp 390.99 billion in 2014. More detailed explanation can be found in Report Note No. 27 page 77-82 of the Audited Financial Statements for 2014 fiscal year.

*) Restated

150






Glossary


Equity Composition of Equity in 2014 Compared to 2013 (in billion Rp)

3,400.00

-

2,453.89

2,453.89

-

-

2.10

2.61

0.52

24.57

Retained Earnings

3,140.79

4,009.69

868.90

27.67

Total Equity Attributable to Owners of the Parent

8,996.78

9,866.20

869.42

9.66

1.561.17

1,558.80

(2.37)

(0.15)

10,557.95

11,425.00

867.05

8.21

Non-Controlling Interests

Share Capital

Additional Paid in Capital

3,140.79 2.61

2.10

2,453.89

2,453.89

3,400.00

3,400.00

Total Equity

Retained Earnings

Unrealized Gain (Loss) Securities Available for Sale

2013

Definition Equity is the residual rights over the Company’s assets after deducting all liabilities. Equity comprises of Stockholders Equity, Additional Paid-in Capital, Gains (Losses) from Unrealized Securities Available for Sale, and the Retained Earnings.

Total Equity Attributable to Owners of the Parent

∆% -

1,558.80

Unrealized Gain (Loss) Securities Available for Sale

∆ Rp

1,561.17

Additional Paid in Capital

9,866.20

2014

3,400.00

Share Capital

8.996.78

2013*

4,009.69

Description

NonControlling Interests

2014

Standard Used • PSAK 38: Business Combination of Entities under Common Control • PSAK 50: Financial Instruments: Presentation, • PSAK 53: Share-based Payment • ISAK 11: Distributions of Non-cash Assets to Owner • Other PSAK and ISAK that are relevant • PSAK 65: Consolidated Financial Statements

The Company recorded equity amounted to Rp 11.43 trillion in 2014. The Equity increased by 8.21% or Rp 867.05 billion from 2013 which reached Rp 10.55 trillion. This increase was due to the ability of the Company to post Comprehensive income for the Year amounted to Rp 1.21 trillion. The composition of equity consists of Capital Stock, Additional Paid-in Capital, Gains (Losses) of Unrealized Securities Available for Sale, Retained Earnings and Non-Controlling Interests.


151




Highlights 2014

Management Report



Consolidated Statements of Comprehensive Income In 2014 the Company recorded the Income for the Year Attributable to Owner of the Parent Entity of Rp 1.40 trillion, up by 36.57% or Rp 375.77 billion from 2013. The increase is due to the rise of toll revenues and other operating revenues of the Company, The increase in toll revenues was due to the increase in tariffs in the Jakarta-Cikampek toll road and Prof. Dr. Ir. Sedyatmo toll road and the increase of traffic volume by 4.85% from 2013. In addition, operating expenses (non-construction expenses) in 2014 increased by 2.74% from 2013.

Financial Performance in 2013 and 2014 (in billion Rp)

2014

10,271.47 8,012.31 2,259.16 1,027.66

9,175.32 6.131.28 3,044.04 1,403.43

(1,096.15) (1,881.02) 784.88 375.77

(10.67) (23.48) 34.74 36.57

1,026.47

1,403.94

377.48

36.77

3,398.50 151

3,965.97 206

567.22 55.26

16.70 36.57

∆%

Operating Revenues

Operating Expenses

Operating Profit

Income for the Year Attributable to Owner of the Parent Entity

2013

*) Restated

152


2014

Income for the Year Attributable to Non-Controlling Interest Party

EBITDA

206

151

3,965.97

∆ Rp

3,398.50

1,026.47

1,403.43

1,027.66

3,044.04

2,259.16

6,131.28

8,012.31

9,175.32

10,271.47

Operating Revenues Operating Expenses Operating Profit Income for the Year Attributable to Owner of the Parent Entity Income for the Year Attributable to Non-Controlling Interest Party EBITDA Earnings Per Share

2013*

1,403.94

Description

Earnings Per Share






Glossary

Operating Revenues Composition of Operating Revenues in 2014 Compared to 2014 (in billion Rp)

Toll Revenues

Construction Revenues 2013

Definition Operating revenues are revenues from the main business activities of the company as stated in the Articles of Association of the Company.

Other Revenues

10,271.47

6,646.39 1,945.82 583.10 9,175.32

∆ Rp

843.66 (2,014.71) 74.90 (1,096.15)

∆%

14.54 (50.87) 14.74 (10.67)

9,175.32

2014

5,802.73 3,960.54 508.20 10,271.47

583.10

1,945.82

3,960.54

6,646.39

5,802.73

Toll Revenues Construction Revenues Other Revenues Total Operating Revenues

2013*

508.20

Description

Total Operating Revenues

2014

Standard Used • PSAK 23: Revenues • PSAK 30: Leases • PSAK 34: Construction Contracts • Other PSAK and ISAK that are relevant

Operating Revenues of the Company comprise of Toll Revenues, Construction Revenues and Other Operating Revenues. In 2014, the Company’s Operating Revenues reached Rp 9.18 trillion, down 10.67% from 2013’s Operating revenues of Rp 10.27 trillion. Toll Revenues increased by 14.54% from Rp 5.80 trillion in 2013 to Rp 6.65 trillion in 2014. The decline of Operating Revenues is due to the decline of Construction Revenues by 50.87% from the previous year. If Construction Revenues are excluded, the Company’s Operating Revenues in 2014 increase by 14.56%. Toll Revenues Toll revenues are revenues from; (1) the operation of the toll roads which are recognized when toll tickets are sold and/or services are rendered, and (2) the operation of the toll road with an investor with the operating rights are recognized when toll tickets are sold after deducting the proceeds with the portion allocated for the investor. In 2014, the toll revenues reached Rp 6.65 trillion, an increase of 14.54% from 2013’s toll revenues of Rp 5.80 trillion. The increase was driven by an increase of traffic volume transactions and the tariff adjustment in 2014, as well as the commercial operation of the the Bali Mandara Toll Road, Ungaran-Bawen, Kedung Halang-Kedung Kedung Gajah and Ciledug-Ulujami toll road sections. More detailed explanation can be found in the Report Note No. 31 p. 87 of the Audited Financial Statements for the 2014 Fiscal Year.


153




Highlights 2014

Management Report



Composition of Toll Revenues in 2014 compared to 2013 is as follows:

k

a rt

a ak

J

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m ka

k pe

Ci

a

RR

JO

-S

on

t ec

S

N

g

an w Ca

g

an

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ta

r ka

Ja

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45.55 36.49 17.55 23.65 123.24

0.79 0.63 0.30 0.41 2.12

67.17 107.25 18.78 106.14 59.04 358.38

1.01 1.61 0.28 1.60 0.89 5.39

21.62 70.77 1.23 82.49 59.04 235.14

47.46 193.95 7.01 348.78 n/a 190.79

5,802.73

100.00

6,646.39

100.00 843.66

14.54

an -T

al

d Pa

g

an ar

-C

RR

S

ro

ta

k

do

t-

c du

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n re

-

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a Vi

18.78

17.55

36.49

67.17

45.55

106.50

81.57

104.77

112.44

107.49

0

i

ci

am

j lu

U

an

an -K

an

lim Pa

g

an ar

em

S

A

2013

122.70

131.85

S

JO

-G

ya ba

n Po

212.54

l

po

em

210.82

276.29

i ny

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ns

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S

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ed

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2014

contribution came from the toll revenues from Jakarta-Cikampek toll road which reached Rp 1,023.43 billion, or 15.40% of total toll revenues, while toll road sections that are located in Jakarta and surrounding derived from toll roads in the inner city of Jakarta, amounting to Rp 754.28 billion, contributing 11.35% to

*) Restated

154


on

eb i-K

m

a uj

Ul

areas are still the largest contributor to the revenues of the Company. In 2014, total toll revenues are

n Be

k

ru

oa

to

ol

a Ro

The above table and graph show that the growth is found across the Company’s toll roads. The largest

the total toll revenues.

106.14

4.80 12.81 19.46 9.83 10.80 8.24 14.49 23.03 14.26 (0.81) (6.94) 4.60 1.65 11.99 10.71

23.65

46.86 94.90 138.30 67.48 59.21 34.88 59.11 63.64 38.56 (1.72) (9.15) 4.95 1.73 9.78 608.52

107.25

15.40 12.58 12.77 11.35 9.14 6.89 7.03 5.11 4.65 3.17 1.85 1.69 1.60 1.37 94.61

u ile

Contribution (%)

Amount

91.35

1,023.43 835.99 848.93 754.28 607.46 458.05 467.12 339.93 309.02 210.82 122.70 112.44 106.50 91.35 6,288.01

309.02

16.83 12.77 12.25 11.84 9.45 7.29 7.03 4.76 4.66 3.66 2.27 1.85 1.81 1.41 97.88

467.12

976.57 741.09 710.63 686.80 548.25 423.16 408.01 276.29 270.47 212.54 131.85 107.49 104.77 81.57 5,679.49

g

n ra ge

m at dy

S r.

I r.

458.05

o

aw

i -C

408.01

607.46

754.28 548.25

it

lu

-P

423.16

848.93

n

io

n ra la

ad -P

686.80

835.99

g

pe

am ik

710.63

741.09

976.57

1,023.43

TOTAL

Contribution (%)

339.93

Branch Offices Jakarta - Cikampek Cikampek - Padalarang JORR Non-S Section Cawang - Tomang - Pluit Jakarta - Bogor - Ciawi Prof. Dr. Ir. Sedyatmo Jakarta - Tangerang Padalarang - Cileunyi Surabaya - Gempol JORR S Pondok Aren - Bintaro Viaduct - Ulujami Palimanan - Kanci Semarang Sections A, B, C Belawan - Medan - Tanjung Morawa Total Subsidiaries Bogor Outer Ring Road Semarang - Solo Surabaya - Mojokerto Nusa Dua-Benoa Ulujami - Kebun Jeruk Total

%

∆

Amount

270.47

Description

2014

59.04

2013*

Je





Glossary


Construction Revenues Composition of Construction Revenues in 2014 Compared to 2013 (in billion Rp)

Description

2013*

Construction Expenses

2013

1,945.82 1,921.07 24.76

∆ Rp

∆%

(2,014.71) (1,993.39) (21.33)

(50.87) (50.92) (46.28)

Definition Construction Revenues derives from revenues of the construction work services of new toll roads and the improved capacity of toll roads. Construction revenues are recognized in accordance with the stage of completion of the toll road construction at the end of the reporting period as much as the amount of construction cost plus construction margin.

24.76

46.09

1,921.07

3,914.45

Construction Revenues

2014

3,960.54 3,914.45 46.09

1,945.82

3,960.54

Construction Revenues Construction Expenses Construction Margin

Construction Margin

Standard Used • PSAK 34: Construction Contracts • Other PSAK and ISAK that are relevant

2014

In 2014, Construction Revenues fell 50.87% to Rp 1.95 trillion with Construction Expenses amounting to Rp 1.92 trillion and Rp 24.76 billion Construction Margin, or down 46.28% from the previous year. This decrease was due to the operation of the Company’s new toll roads, such as JORR W2 North, Section 2 UngaranBawen of the Semarang-Solo toll road, Section 2A Kedung Halang-Kedung Badak of the Bogor Outer Ring Road (BORR) toll road. More detailed explanation can be viewed in the Report Note No. 32 p. 89 of the Audited Financial Statements for the 2014 Fiscal Year. Other Operating Revenues Composition of Other Operating Revenues in 2014 Compared to 2013 (in billion Rp)

Description

Fuel Sales

Land Rent

2013

193.12

6.31

225.94 Toll Road Operating Service

6.72

100.60

32.41

104.36

90.06

178.71

153.07

Fuel Sales Land Rent Toll Road Operating Service Advertisement Others Total Other Operating Revenues

Advertisement

Others

2013*

2014

∆ Rp

∆%

153.07 90.06 32.41 6.72 225.94 508.20

178.71 104.36 100.60 6.31 193.12 583.10

25.64 14.30 68.19 (0.41) (32.82) 74.90

16.75 15.88 210.44 (6.06) (14.52) 14.74

Definition Other operating revenues are revenues apart from toll revenues and construction revenues. Among Other Operating Revenues are advertising space rent, land rent, heavy equipment, fuel filling station (SPBU) revenues, rest areas as well as revenues from toll road operating service. Standard Used • PSAK 30: Leases • Other PSAK and ISAK that are relevant

2014

In 2014, Other Operating Revenues reached Rp 583.10 billion, an increase of 14.74% compared to 2013. This increase was primarily due to rise of revenues from the operating services of the Suramadu toll road. More detailed explanation can be viewed in the Report Note No. 33 p. 89 of the Audited Financial Report for the 2014 Fiscal Year. *) Restated PT Jasa Marga (Persero) Tbk. 2014 Annual Report

155




Highlights 2014

Management Report



Operating Expenses Composition of Operating Expenses in 2014 Compared to 2013 (in billion Rp)

2013*

2014

∆ Rp

∆%

Toll Collection Expenses

872.70

1,082.60

209.90

Toll Road Service Expenses

481.74

556.72

74.98

15.56

1,568.82

1,364.54

(204.29)

(13.02)

Toll Road Maintenance Expenses Joint Operations Expenses Construction Expenses

24.05

308.00

313.04

5.04

1.64

3,914.45

1,921.07

(1,993.39)

(50.92)

72.76

6.69

(287.55)

(32.82)

12.89

33.49

20.28

(13.21)

(39.44)

Toll Collection Expenses

Toll Road Service Expenses

Toll Road Maintenance Expenses

Joint Operations Expenses

2013 Definition Expenses refer to a decrease of economic benefits during an accounting period in the form of an outflow or depletion of assets or liabilities, which resulting in in a decrease in equity which is not related with the distribution to shareholders. Operating expenses are expenses arising from the main activities of the Company as stated in the Articles of Association of the Company.

Construction Expenses

General Administrative Expenses

Other Income

33.49

(287.55)

(254.73)

3,914.45

313.04

308.00

1,364.54

1,568.82

556.72

481.74

1,082.60

872.70

Other Expenses

1,160.59

1,160.59

(254.73)

1,087.82

1,087.82

Other Income

1,921.07

General Administrative Expenses

20.28

Description

Other Expenses

2014

Standard Used • PSAK14: Inventories • PSAK 16: Property and Equipment • PSAK 19: Intangible Assets • PSAK 24: Employee Benefits • PSAK 34: Construction Contracts • Other PSAK and ISAK that other relevant

In 2014, the Company’s Operating Expenses fell 23.48%, from Rp 8.01 trillion in 2013 to Rp 6.13 trillion in 2014. If expenses are excluding expenses for construction, the Company’s operating expenses increased by Rp 112.36 billion or rose 2.74% from 2013. This increase was due to the increase in cost due to the improvement of human resources remuneration and the increasing use of non-subsidized fuel as a result of the increasing length of road operated by the Company. In addition, the operation of new toll roads such as JORR W2 North, Semarang-Solo-Bawen Ungaran Section II and Section II Kedung BORR Halang-Kedung Badak resulted in the increase of depreciation expense. The land and building tax (PBB) increased as a result of a rise in NJOP in particular in Jabotabek toll roads. More detailed explanation can be viewed in the Report Note No. 35, 36, 37, 38, 39, 40, 41 p. 90 -91 of the 2014 Audited Financial Statements for 2014 Fiscal Year.

*) Restated

156







Glossary

Operating Income Composition of Operating Profit in 2014 Compared to 2013 (in billion Rp)

Description

2013*

2014

∆ Rp

∆%

(1,096.15)

(10.67)

6,131.28

(1,881.02)

(23.48)

Operating Income

2,259.16

3,044.04

784.88

34.74

2013


Operating Income

Operating Expenses

Operating Revenues

Definition Operating Income is the difference between Operating Revenues and Operating Expenses of the Company.

3,044.04

6,131.28

8,012.31

2,259.16

9,175.32

8,012.31

9,175.32

10,271.47

Operating Expenses

10,271.47

Operating Revenues

2014

Operating Income of the Company in 2014 reached Rp 3.04 trillion. The achievement was higher than in 2013 which reached Rp 2.26 trillion. This is consistent with the increase in the Company’s performance as reflected in the increase of Toll Revenues. Other Income (Expenses) Composition of Other Income (Expenses) in 2014 Compared to 2013 (in billion Rp)

2013*

Other Income Other Expenses

∆ Rp

∆%

32.82

12.89

(33.49)

(20.28)

13.21

(39.44)

221.23

267.27

46.04

20.81

221.23

287.55

(20.28)

(33.49)

287.55

254.73

Total Other Income (Expenses)

2014

254.73

Other Income

267.27

Description

Total Other Income (Expenses) Other Expenses

2013 Definition Other Income (Charges) refer to income (charges) which are not directly linked with the Company’s main business activities.

2014 Standard Used • Other PSAK and ISAK that other relevant

Other Income (Charges) of the Company in 2014 reached Rp 267.27 billion, an increase of 20.81% compared to 2013. This was due to an increase of interest on deposits and current accounts. More detailed explanation can be viewed in the Report Notes of the No. 40, 41 p. 91 of the 2014 Audited Financial Statements for 2014 Fiscal Year. *) Restated PT Jasa Marga (Persero) Tbk. 2014 Annual Report

157




Highlights 2014

Management Report



Profit Before Taxes Composition of Profit Before Tax in 2014 Compared to 2013 (in billion Rp)

Description Profit Before Tax

2014

∆ Rp

∆%

1,310.64

1,821.97

511.34

39.01

Definition Profit before tax is the profit of the current year before deducting tax liabilities.

1,821.97

1,310.64 2013

2013*


2014

In 2014, Profit Before Tax of the Company reached Rp 1.82 trillion, up from Rp 511.34 billion or 39.01% compared to the previous year which reached Rp 1.31 trillion. This increase is in line with the achievement of the Company as reflected in the increase in operating profit. Tax Expenses Composition of Tax Expenses in 2014 Compared to 2013 (in billion Rp)

2013*

Deferred Tax

Tax Expenses

75.00

81.25

531.64

300.60

Total Income Tax Expenses

Deferred Tax

2013 Definition Tax expense is the aggregate amount of current tax and deferred tax) which are taken into account in the calculation of profit or loss in the current period.

∆ Rp

∆%

300.60

531.64

231.04

76.86

81.25

75.00

(6.25)

(7.69)

381.85

606.64

224.79

58.87

606.64

Tax Expenses

2014

381.85

Description

Total Income Tax Expenses

2014 Standard Used • PSAK 46: Income Taxes • Other PSAK and ISAK that are relevant

Tax expense of the Company in 2014 increased by 58.87% from Rp 381.85 billion in 2013 to Rp 606.64 in 2014. The increase of Income Tax Expense is influenced by the increase in profit before tax. More detailed explanation can be viewed in the Report Note No. 8c page 46 of the Audited Financial Report for 2014 Fiscal Year. Tax disputes Encountered by the Company During 2014, there were no tax disputes being encountered by the Company.

*) Restated

158






Glossary


Income for the Year Income in 2014 Compared to 2013 (in billion Rp)

Description

2013*

Owner of Parent Entity

Non-Controlling Interest

2013

∆%

375.77

36.57

98.87

188.10

89.22

90.24

928.79

1.215.33

286.54

30.85

Definition Income for the year is obtained in the current financial year after deducting tax expense.

1,215.33

928.79

188.10

98.87

1,403.43

1,027.66

Owner of Parent Entity

∆ Rp

1,403.43

Non-Controlling Interest Total Comprehensive Income for the Year

2014

1,027.66

Standard Used • PSAK No. 1 : Presentation of Financial Statements • Other PSAK and ISAK that are relevant

Total Comprehensive Income for the Year

2014

Income for the Year of the Company reached Rp 1.22 trillion compared to net income in 2013, represents an increase of 30.85%. Net Income for the Year Attributable to the owner of the Parent Company and to the Non-Controlling Parties. Net Profit Attributable to the Parent Company reached Rp 1.40 trillion, an increase of 36.57% compared to the achievement in 2013. While the Net Profit (Loss) for the Year Attributable to Non-Controlling Parties in 2014 reached Rp 188.10 billion, an increase of 90.24%. Other Comprehensive Revenues Composition of Other Comprehensive Income in 2014 Compared to 2013 (in billion Rp)

Description

(1.19)

0.52

Unrealized Gain (Loss) on Securities Available for Sale

2013

2014

2013*

2014

∆ Rp

∆%

(1.19)

0.52

1.71

143.19

Definition Other Comprehensive Income refers to the balance of income and expenses, including reclassification adjustments, which are not recognized in profit or loss statement. Standard Used • PSAK No.1 : Presentation of Financial Statements • PSAK 10: The Effects of Changes in Foreign Exchange Rates • PSAK 15: Investments in Associates and Venture Businesses • PSAK 24: Employee Benefits • PSAK 55: Financial Instruments: Recognition and Measurement • Other PSAK and ISAK that are relevant.

In 2014, Other Comprehensive Income increased by Rp 1.71 billion or 143.19% compared to 2013. The increase is due to the Unrealized Gains on Securities Available for Sale. More detailed explanation can be viewed in the Report Note No. 2.d page 21 of the Audited Financial Report for 2014 Fiscal Year.


159




Highlights 2014

Management Report



Comprehensive Income for the Year Composition of Comprehensive Income in 2014 Compared to 2013 (in billion Rp)

Owner of the Parent Entity Non-Controlling Interest

Owner of the Parent Entity

2014

∆ Rp

1,026.47

1,403.94

377.48

36.77

98.87

188.10

89.22

90.24

927.59

1,215.85

288.25

31.08

927.59

188.10

98.87

1,403.94

1,026.47


2013*

Non-Controlling Interest

2013

Definition Comprehensive Income for the year is the current year’s profits earned in the current financial year after deduction of other comprehensive income.

∆%

1,215.85

Description


2014

Standard Used • PSAK No. 1 : Presentation of Financial Statements • Other PSAK and ISAK that are relevant

The Comprehensive Income for the Year reached Rp 1.22 trillion, an increase of 31.08% compared to the year of 2013 which reached Rp 927.59 billion. Comprehensive Income for the Year Attributable to the Owner of the Parent Entity reached Rp 1.40 trillion, an increase of 36.77% compared to 2013. While the Comprehensive Income Attributable to Non-Controlling Interests reached Rp 188.10 billion. Earnings per Share Composition of Earnings per Share in 2014 Compared to 2013 (in billion Rp)

Description

151

206

Earnings per Share (full Rupiah amount)

2013

2013*

2014

∆ Rp

∆%

151

206

55

36.42

Definition Earnings per Share is the net income of the Company during the year divided by the average outstanding number of shares. The net income is deducted by the preferred stocks that are taken into account for the year. Standard Used • PSAK No. 1 on Presentation of Financial Statements • Other PSAK and ISAK that are relevant

2014

In 2014, Earnings per Share (full amount) was at Rp 206, represents an increase of 36.42% from 2013’s Earnings per Share of Rp 151. The increase is due to the increase in the Profit for the year Attributable to the Owners of Parent Company. More detailed explanation can be viewed in the Report Note No. 47 p. 121 of the Audited Financial Report for 2014 Fiscal Year.

*) Restated

160







Glossary

Profitability Ratio This ratio is used to measure the capability of the Company to produce profits.

Net Profit Margin

Gross Profit Margin

ROE (Return on Equity)

2013

2014

21.99% 10.01% 9.73% 3.66% 53.85%

33.18% 15.30% 12.28% 4.41% 54.86%

53.85%

4.41%

3.66%

12.28%

9.73%

15.30%

10.01%

33.18%

21.99%

Gross Profit Margin Net Profit Margin ROE (Return on Equity) ROA (Return on Assets) EBITDA Margin

2013*

54,86%

Description

ROA (Return on Assets)

EBITDA Margin

2014

Consolidated Statements of Cash Flows Composition of Consolidated Statement of Cash Flows in 2014 Compared to 2013 (in billion Rp)

Description

2013*

∆ Rp

∆%

Net Cash Flow from Operating Activities

2,085.83

1,852.17

2014

(233.66)

(11.20)

Net Cash Flows Used in Investing Activities

3,290.78

(223.28)

(6.35)

Net Cash Flow from Operating Activities

1,588.87

Net Cash Flows Used in Investing Activities

2013

Definition Cash Flow statement is a component of financial statements that show the incoming and outflow of cash and cash equivalents during a certain period, which are grouped into operating, investing, and financing activities.

Net Cash Flows from Financing Activities

3,290.78

3,514.06

3,514.06

Balance of Cash and Cash Equivalent at End of the Year

1,576.52

(0.78)

3,651.97

(18.17)

(12.35)

4,463.03

(811.06)

1,576.52

1,852.17

3,651.97

1,588.87

2,085.83

4,463.03

Net Cash Flows from Financing Activities

Balance of Cash and Cash Equivalent at End of the Year

2014

Standard Used • PSAK No. 1 on Presentation of Financial Statements • Other PSAK and ISAK that are relevant


161




Highlights 2014

Management Report



Net Cash Flow from Operating Activities Net Cash Flows from Operating Activities in 2014 reached Rp 1.85 trillion, down 11.20% compared to 2013. This increase was mainly due to an increase in interest payments on the loans. Net Cash Flows Used in Investing Activities Net Cash Flows from Investing Activities 2014 reached Rp 3.65 trillion, down by 18.17% from investing activities in 2013. This decrease was partly due to the operation of several toll roads owned by the Company in 2014. Net Cash Flows from Financing Activities Net Cash Flows from Financing Activities in 2014 reached Rp 1.57 trillion, declined by 0.78% compared with the year of 2013. This decrease was due to the refinancing and repayment of bank loans. Segment Information As of the end of 2014, the Company has operated eighteen (18) toll roads. Five (5) toll road segments are operated by the Subsidiaries of the Company and thirteen (13) segments are managed by nine Branches. Toll revenues of Jasa Marga and its subsidiaries for each segment are presented in the following table: Operating Revenues per Business Segment

(in billion Rp)

2013* No.

Description

1.

Head Office (JORR)

2.

Jagorawi

3.

Jakarta-Cikampek

4.

Purbaleunyi

5.

Jakarta-Tangerang

6.

Cawang-Tomang-Cengkareng

7.

Other Segment TOTAL

Amount

2014

Contribution (%)

Amount

Contribution (%)

1,848.59

18.00

1,437.76

561.17

5.46

619.17

15.67 6.75

993.62

9.67

1,044.65

11.39

1,029.47

10.02

1,194.54

13.02

416.04

4.05

476.26

5.19

1,142.66

11.12

1,247.62

13.60

4,279.93

41.67

3,155.33

34.39

10,271.47

100.00

9,175.32

100.00

Operating Expenses per Business Segment

(in billion Rp)

2013* No.

Description

Contribution (%)

Total

Contribution (%)

1.

Head Office (JORR)

1,682.67

20.44

1,339.92

2.

Jagorawi

319.00

3.87

327.93

20.94 5.13

702.59

8.53

718.88

11.23

3.

Jakarta-Cikampek

4.

Purbaleunyi

318.07

3.86

306.16

4.78

5.

Jakarta-Tangerang

212.90

2.59

255.78

4.00

6.


372.59

4.53

395.33

6.18

7.

Other Segment

4,625.73

56.18

3,054.55

47.74

TOTAL

8,233.54

100.00

6,398.55

100.00

*) Restated

162

Total

2014






Glossary


Operating Profit (Loss) Before Tax per Business Segment

(in billion Rp)

2013*

Description

No.

2014

Amount

Contribution (%)

Amount

Contribution (%)

1.

Pusat Office (JORR)

(576.72)

(44.00)

(804.84)

(44.17)

2.

Jagorawi

240.55

18.35

291.44

16.00

3.

Jakarta-Cikampek

291.66

22.25

327.77

17.99

4.

Purbaleunyi

706.52

53.91

884.13

48.53

5.

Jakarta-Tangerang

203.08

15.49

222.95

12.24

6.


771.79

58.89

855.03

46.93

7.

Other Segment

(326.25)

(24.89)

45.49

2.5

TOTAL

1,310.64

100.00

1,821.97

100.00

*) Restated

The level of liquidity ratios show that the level of Solvability and Collectability of

the Company’s liquidity has improved, Current

Receivables

Ratio increased from 0.78 in 2013 to 0.84 times in 2014, while the Cash Ratio increased from 0.72 to

Capability to Repay Debts

0.76 times.

The capability of the Company to repay short-term debts is influenced by the level of liquidity of the

Level of Solvability

Company.

The level of solvability measures the Company’s ability to repay long-term liabilities. As of the end of

Liquidity levels

2014, Debt to Equity Ratio of the Company stood

The capability to repay short-term debts is reflected

at 1.79 times. The ratio improved from 2013, which

in the Liquidity Ratio. The level of liquidity is shown

reached 1.66 times. Meanwhile, EBITDA compared

by the Current Ratio and Cash Ratio.

to Interest Expense or Interest Coverage Ratio of the Company in 2014 reached 3.26 times. This ratio declined from 2013, which reached 3.60 times.

Liquidity Ratio

(in billion Rp)

Description

2013*

2014


3,514.06

3,290.78

Current Assets

3,788.30

3,641.37

Short-Term Liabilities

4,871.30

4,312.92

Current Ratio

0.78

0.84

Cash Ratio

0.72

0.76

0.76

0.72

0.78

0.84

Ratio (times)

2013 2014

Current Ratio

Cash Ratio

Under these conditions, the Company is still within the corridor of Financial Restrictions required by creditors and are in a strong financial condition.

Solvability Ratio

(in billion Rp)

Description

2013*

2014

Total Assets Total Liabilities Equity EBITDA Interest Expenses Ratio (times) DER Debt Ratio ICR (Interest Coverage Ratio)

28,058.58 17,500.63 10,557.95 3,398.50 944

31,857.95 20,432.95 11,425.00 3,965.97 1.215

1.66 0.62 3.60

1.79 0.64 3.26


163




Highlights 2014

Management Report



The Collectibility of Receivables

Investment in Capital Goods

The Company does not have Receivables

Investment Realization of capital goods in 2014

considering that transactions are made in cash.

reached Rp 4.79 trillion, of which Rp 3.23 trillion

Therefore, it is not possible to measure the level of

is used for the development of the Company’s

collectibility receivables. While the receivables that

Subsidiaries with the following details:

are existing are receivables from employees where the collectability of receivables is held every month

(in billion Rp)

in conjunction with the payment of salaries.

Description Capex of Parent Company

Capital Structure Capital structure of the Company as of December 31,

2014 2,341.30

Operational

1,184.66

Toll Road Development

1,026.57

2014 are as follows:

Investment in Other Businesses

51.82 78.25

Investment in Non-Operational Supporting Facilities

(in billion Rp)

Description Short Term Liabilities

2013* 4,871.30

Capex of Subsidiaries

2014


4,312.92


Long Term Liabilities

12,629.34

16,120.04

Total Liabilities

17,500.63

20,432.95

Total Equity

10,557.95

11,425.00

Ratio of Short Term Liabilities to Equity (times)

0.46

0.38

Ratio of Long Term Liabilities to Equity (times)

1.20

1.41

Debt to Equity Ratio (times)

1.66


3,226.41 316.60 76.32 447.61


685.34


429.48


378.53


502.24


370.51

PT Jasa Marga Bali Tol

19.78

Capex of Non-Toll Subsidiaries 1.79

Capital Structure Policy The Company sets the amount of capital in line with the proportion to risks. The Company manages the capital structure and makes adjustments by monitoring changes in economic conditions and the risk characteristics of the underlying assets. Similar with other companies in the industry, the Company monitors capital on the basis of the ratio of Liabilities to Equity. This ratio is calculated as follows: Total Liabilities divided by Equity. In 2014, Liabilities to Equity ratio stands at 1.79 times, therefore, the Company was able to maintain a debtto-equity ratio at a maximum of 5:1 as required by the creditors.

29.86

PT Jasa Layanan Pemeliharaan

5.33

PT Jasamarga Properti

24.53

Equity Injection to Subsidiaries

(810.04)

Total Consolidated Capex

4,787.54

Comparison of 2014 Target and 2014 Realization In 2014, the Company sets target for Operating Revenues (excluding Construction Revenues) of Rp 7.24 trillion and Traffic Volume amounted to 1.37 billion vehicles. The realization of the achievement by the Company was slightly below the set target, in which Operating Revenues reached Rp 7.23 trillion and traffic volume totaled 1.32 billion vehicles. In the midst of pressure of increasing operating expenses due to the expansion of toll roads and a reduction in revenues as a result of lower-thanexpected traffic volume that caused slowdown in the flow of goods and services as well as the postponement of new toll road operations due to land acquisition, the Company was still able to record Net Profit of Rp 1.40 trillion, which was 16.87% higher from the target of Rp 1.20 trillion.

164






Glossary


Comparision between Target 2014 and Realization 2014 Description Operating Revenues (billion Rp)

Target 2014

Realization 2014

7,243.24

7,229.49

1.37

1.32

Traffic Volume (billion transactions)

Remarks Excluding Construction Revenues

Target/Projection to Achieve Next Year In 2015, the Company targets Operating Revenues (excluding Construction Revenue) amounted to Rp 7.95 trillion and traffic volume transactions of 1.38 billion vehicles. Target 2015 Description

Target 2015

Operating revenues (billion rupiah)

7,952.94

Traffic Volume (million vehicles)

1,384.50

Remarks Excluding Construction Revenues

Material Ties for the Investment in Capital Goods In 2014 the Company did not perform material commitments on capital goods investment. Material Information Subsequent to the Date of Accountant’s Report In accordance with the Minutes of the EGM which was legalized through the Notarial Deed of Aryanti Artisari, SH, M.Kn., PT Jakarta Propertindo decides, among other things, appoint Mr. Ir. Abdul Hadi Hs., M.M. as its President Director. In relation to this, Mr. Ir. Abdul Hadi Hs., MM has resigned as Director of Business Development of the Company in accordance with the Letter No. DA.03 January 21, 2015. The Company, through its letter No. AA.KP05.83 dated January 22, 2015 has appointed Mr. Ir. Hasanuddin, M.Eng. Sc. as a temporary replacement officer until the Company holds the AGMS (RUPS). Business Prospect and Conditions of the Industry and Economy Based on data from the Central Statistics Agency (BPS), Indonesia’s economy in 2014 grew by 5.02% from 2013 with an inflation rate of 8.36%. This shows that the Indonesian economy is still relatively stable. The economic growth is still growing is reflected in the increase in sales of motor vehicles in Indonesia, especially cars. In 2014, car sales reached 1.21 million vehicles (Gaikindo data), decreased by 1.60% compared to car sales in 2013. Despite the decline in vehicle sales, the Company remains optimistic that the future traffic volume will continue to keep growing in line with the increase in length of the new toll road operations as well as economic growth in Indonesia. In 2015, the Company is optimistic that it will operate three additional toll roads, namely: GempolPandaan, Gempol-Rembang section of Gempol-Pasuruan toll road, Krian-Mojokerto section of SurabayaMojokerto toll road. The reallocation of fuel subsidies to more productive sectors of the economy by the Government has a potentiality to bring about positive impact on Infrastructure Industry in Indonesia. The Company is optimistic about the prospect of the development of toll roads in the future as the government’s State Budget (APBN) has wider room to fund the infrastructure projects. In 2014, the total length of toll roads operated by the Company reached 576 km, and in 2015 the Company targets the length of its toll roads to increase to 620.5 km and given the toll road concession of MedanKuala Namu-Tebing Tinggi that has been secured by the Company, the length of the Toll Roads after becoming fully operational will reach 799.5 km.


165




Highlights 2014

Management Report



Marketing Strategies and Market Share

Semarang-Solo toll road connected with Semarang

Marketing Strategies

Section A, B, C Toll Road; Serpong-Kunciran and

The Company continues to strive to grow its

Kunciran-Cengkareng are connected with Jakarta-

business through adding the length of its long road.

Tangerang and Sedyatmo (Airport) toll roads;

Efforts are made through the acquisition of toll road

Gempol-Pasuruan, Surabaya-Mojokerto and Gempol

concessions that is done through participating in

Pandaan toll roads are connected with Surabaya-

tenders held by the Government, the acquisition of

Gempol Toll Road; JORR W2 North Toll road is

existing concessions owned by other parties as well

connected with JORR Toll Road, which has just been

as proposing the construction of new toll roads that

in operation; and Medan-Kuala Namu-Tebing Tinggi

are prospective (unsolicited).

toll road network is connected with Belawan-MedanTanjung Morawa toll roads, which have already been

The development of toll roads conducted by the

operated previously.

Company is always carried out within the framework of investment which is financially feasible. The

Until today, the Company controls market share

Company tries to ensure that the new toll road

of 72% of all toll roads that are operating in

segments to be developed are connected with the

Indonesia with a total length of 576 km of toll

toll roads that have been in operation, therefore,

roads. This number will continue to grow in line

the traffic volume on the new toll road projects

with the operating of the planned three additional

can support the target on the return of investment

toll roads in 2015, namely: Gempol-Pandaan,

that has been set. In addition, the Company seeks

Gempol-Rembang section of Gempol-Pasuruan

to become the majority owners in the subsidiary

toll road and Krian-Mojokerto section of Surabaya-

companies so that the Company is in control in

Mojokerto toll road.

integrating its business as a whole. Cash Dividend Policy and Payment Market Share

The Company’s policy is to give a dividend payout

In order to maintain the position as market leader

with a minimum of 20%, however, as for the 2010

in the operation of toll roads in Indonesia, the

until 2014 financial year, the Company made

Company has undertaken efforts to increase

dividend payout of 60%, 40%, 40%, and 40%

the length of toll roads being operated by

respectively in line with the Company’s achievement.

developing new toll roads that are considered

The Company plans to maintain a dividend payout

financially feasible. The new toll roads operated

level that can provide regular results or returns to

by the Company are prioritized for those that are

shareholders, but still allows the Company to utilize

directly connected to the toll roads that have been

most part of retained earnings to be reinvested

operated by the Company in order to provide

in the Company’s business activities. The amount

assurance for traffic volume on the new toll roads.

of dividend payout ratio is decided in the General

All new toll roads operated by the Company are

Meeting of Shareholders based on the proposal of

currently connected to the existing toll roads

the Board of the Company.

that are already in operation. Bogor Ring Road Toll Road is connected with Jagorawi Toll Road;

166







Glossary

Dividend Payment for the Period of 2010-2014 (in billion Rp)

Description

2010

Net Profit

2011

2012

2013

2014

1,193.49

1,339.46

1,602.09

1,336.62***

1,403.43

716.09

535.78

640.83

534.53

**

Dividend Ratio

60%

40%

40%

40%

**

Payment Period

2011

2012

2013

2014

**

Amount to be Paid

716.09

535.78

640.83

534.53

**

Dividend per Share

105.68

78.88

94.24

78.61

**

Date of Dividend Announcement

16 June 2011

11 May 2012

01 May 2013

13 March 2014

**

Date of Dividend Payment

25 July 2011

21 June 2012

18 June 2013

23 April 2014

**

Amount of Dividend

2010

2011 Amount of Dividend

2012 Dividend per Share

78.61 40%

534,53

40% 94.24

640,83

78.88 40%

535.78

60% 105.68

716.09

** To be determined at 2015 Annual General Shareholders Meeting *** Net Profit is restated

2013

2014

Dividend Ratio

Use of Proceeds Use of IPO Proceeds The net IPO proceeds received by the Company in 2007 reached Rp 3.36 trillion. Until the end of 2014, the Use of IPO Proceeds has reached Rp 2.55 trillion, therefore the remaining Proceeds of the Public Offering stood at Rp 816.11 billion. In line with the availability of land for construction, the amount of IPO proceeds that had been used is 75.76% of the total net IPO proceeds of Rp 3.36 trillion. The IPO proceeds have been used for Expansion, Refinancing and Working Capital. Until 2014, the expansion of the Company in the form of capital injection in the Subsidiaries reached Rp 2.35 trillion. Capital injection into PT Marga Sarana Jabar for Bogor Outer Ring Road toll road reached Rp 179.02 billion, PT Trans Marga Jateng for Semarang-Solo toll road section is valued at Rp 1.30 trillion, PT Transmarga Jatim for Gempol-Pasuruan toll road amounted to Rp 260.10 billion, PT Marga Kunciran Cengkareng toll road for Cengkareng-Kunciran section amounted to Rp 135 billion, PT Marga Trans Nusantara for KunciranSerpong toll road amounted to Rp 80.28 billion, and PT Marga Nujyasumo Agungl for Surabaya-Mojokerto toll road amounted to Rp 394.00. Refinancing scheme is used to settle Jasa Marga Bond Series M, Year 2000 Bond amounted to Rp 150 billion. While the amount of Funds fused for Working Capital reached Rp 52.65 billion.


167




Highlights 2014

The Use of IPO Proceeds as of Desember 31, 2013 and 2014

Management Report


Uraian Amount of Public Offering Proceeds Cost of Public Offering


(in billion Rp)

2013

2014

3,468.00

3,468.00

101.45

101.45

Net Proceeds

3,366.55

3,366.55

Expansion

1,790.22

2,347.79

EQUITY ONTRIBUTION TO SUBSIDIARIES: PT Marga Sarana Jabar, Construction of Bogor Ring Road toll road

168.02

179.02

PT Trans Marga Jateng, Construction of Semarang-Solo Toll Road

851.19

1,299.40

PT Trans Marga Jatim, Construction of Gempol-Pasuruan Toll Road PT Marga Kuncirang Cengkareng, Construction of CengkarengKunciran Toll Road PT Marga Trans Nusantara, Construction of Kunciran-Serpong Tollroad PT Marga Nujyasumo Agung, Construction of SurabayaMojokerto Toll Road Refinancing Payment for Principal of Seri M Year 2000 Series M Bond Working Capital

200.10

260.10

114.81

135.00

62.10

80.28

394.00

394.00

150.00

150.00

150.00

150.00

-

52.65

Total

1,940.22

2,550.44

Remaining Proceeds of Public Offering

1,426.33

816.11

USE OF BONDS PROCEEDS Realization of the Use of the Proceeds of Jasa Marga XIV Series JV-10 Bond with Fixed Interest Rate and Jasa Marga I Series JM-10 Bond with Zero Coupon Year 2010 Jasa Marga Bond Company issued Series XIV JM-10 Bond with Fixed Interest Rate of Rp 1 trillion and Jasa Marga I Series JM-10 Bonds with Zero Coupon amounting to Rp 500 billion. The proceeds of the bond issuances amounted to Rp 1.37 trillion. Until the end of 2014, 87.52% of the bonds net proceeds of Rp 1.37 trillion have been utilized. The proceeds of the bonds issuance are used for expansion, refinancing and working capital. In 2014, Rp 112.86 billion of the bonds proceeds were used for the expansion of property sector, namely the development of the corridor areas of Toll Road and the development of Rest & Service Areas (TIP). In the field of Engineering, Rp 15 billion were used for toll road maintenance and other construction. The Refinancing was used for repayment of Series O Bonds issued in 2002 worth Rp 650 billion and the repayment of investment credit to PT BCA Tbk amounting to Rp 400 billion. Whereas the use of working capital for widening the Tomang-Tangerang toll road reached Rp 5 billion and the Improvement work for Construction Stability of the Cipularang Toll Road amounted to Rp 24.41 billion.

168






Glossary


Realization of the Use of the Proceeds of Jasa Marga XIV Series JV-10 Bond with Fixed Interest Rate and Jasa Marga I Series JM-10 Bond with Zero Coupon, Year 2010 (in billion Rp)

Description

2014

Amount of Public Offering Proceeds Jasa marga XIV Series JM-10 Bond with Fixed Interest Rate Jasa Marga I Series JM-10 Bond with Zero Coupon Cost of Bond Issuance Net Proceeds Expansion In property sector, the development of Toll Roads corridor areas In Information Technology & Communication In Engineering, maintenance of toll roads and other construction Refinancing Full Settlement of Jasa Marga X Serioes O Year 2002 Bonds Full Prepayment of Investment Loan to PT BCA Working Capital Total Remaining Bond Proceeds

1,385.03 1,000.00 385.03 5.62 1,379.41 127.86 112.86 15.00 1,050.00 650.00 400.00 29.41 1,207.27 172.14

Sustainable Bond I Jasa Marga Phase II Year 2014 Series T The Company issued Jasa Marga Bond I Phase II 2014 Series T valued at Rp 1 trillion. The proceeds of the bond issuance amounted to Rp 997.05 billion. Until the end of 2014, 100% of the net bond proceeds has been utilized. The fund proceeds, raised from the bonds offering, are used for expansion, refinancing and working capital. In 2014, the refinancing funds were used to make prepayment on the working capital loan to PT Bank Mandiri (Persero) Tbk amounting to Rp 250 billion, an prepayment of working capital loan PT Bank Central Asia Tbk amounting to Rp 47.05 billion and repayment of Jasa Marga Bond I Phase I, 2013 Series SA amounting to Rp 700 billion.

Realization of the Use of Proceeds of Sustainable Bond I Jasa Marga Phase II Year 2014 Series T Description

2014

Total Proceeds of the Bonds Issued Cost of the issuance Net Proceeds Refinancing Prepayment of Working Capital Loan to PT Bank Mandiri Tbk

1,000.00 2.95 997.05 997.05 250.00

Prepayment of Working Capital Loan to PT BCA Tbk Fully Repaying Sustainable Bond I jasa Marga Phase I year 2013 Series S, Series S-A Total Balance of the Bonds Issuance Proceeds

47.05 700.00 997.05 0.00

Material Increase/Decrease in Net Revenues in Relation to Sales Volume or New Services The Net Income increase of the Company was attributable to the operation of a number of new toll roads in the Subsidiary Companies which have started contributing revenues and the increase in toll road tariffs in the fourth quarter 2014. In addition, the increase in traffic volume transactions that passed through the Company’s toll roads are also the other contributing factors.


169




Highlights 2014

Management Report



Material Information on Investment, Expansion,

January 1, 2014, does not cause significant changes

Divestment and Acquisition and Debt/Equity

on the Group’s accounting policies and does not

Restructuring

have a material impact on the amounts reported in

During the reporting period presented here (as

the consolidated financial statements:

of December 31, 2014), the expansion undertaken

• ISAK 27 (2013 revision) on “Transfer of assets from

by the Company was through the establishment of new Subsidiary, PT Jasamarga Kualanamu Tol (JMKT). JMKT was established under Notarial

customers” • ISAK 28 (2013 revision) on “Termination of financial liabilities with equity instruments”

Deed No. 56 dated November 25, 2014 by Ni Nyoman Rai Sumawati, SH, M.Kn., with a purpose

While the new standards, revisions and

of developing the Medan-Kualanamu-Tebing Tinggi

interpretations that have been issued, but not yet

toll road concession. The deed of establishment

effective for the fiscal year beginning on or after

of the Company was approved by the Minister of

January 1, 2014 are as follows:

Justice and Human Rights through Decree No. AHU-

• PSAK 1 (2013 revision) on “Presentation of

36748.40.10.2014 2014, dated November 27, 2014. The Company has 44,000 shares with par value of Rp 1,000,000 (full amount) per share or equivalent to Rp 44,000,000,000 (full amount), representing 55% ownership at 31 December 2014.

Financial Statements” • PSAK 4 (2013 revision) on “Separate Financial Statements” • PSAK 15 (2013 revision) on “Investments in associates and joint ventures” • PSAK 24 (2013 revision) on “Employee Benefits”

Information on Material Transaction with Conflict

• PSAK 46 (2013 revision) on “Income Taxes”

of Interest and/or Related Parties Transaction

• PSAK 48 (2013 revision) on “Depreciation”

In 2014 the Company has no Material Transaction

• PSAK 50 (2013 revision) on “Financial Instruments:

Information that contains Conflict of Interest and/or

Presentation”

Transactions with Affiliated Parties.


Changes in Legislation Significantly Affecting the


Recognition and Measurement” Company

Disclosures”

In 2014, there were no regulations that have

• PSAK 65 on “Consolidated Financial Statements”

significant impacts on the Company.

• PSAK 66 on “Joint Arrangements” • PSAK 67 on “Disclosure of Interests in Other

Changes in Accounting Policies Significantly

Entities”

Affecting the Company

• PSAK 68 on “Fair Value Measurement

There is a Change in Accounting Policy, as described

• PSAK 26 (2013 revision) on “Reassessment of

in Note 44.h consolidated financial statements. To adjust with the changes, the Company has changed its accounting policy for JORR S Asset which was written-off in May 2013. In addition, one of the Company’s subsidiaries has also also made accounting changes on recognition of expenses and prepaid project cost. In accordance with PSAK

Derivative” • Withdrawal of PSAK 12 (2009 revision) on “Interest in Joint Ventures” • Withdrawal of ISAK 12 on “Jointly Controlled Entity: Non-Monetary Contributions by Venturers” • Withdrawal of ISAK 7 on “Consolidation of Special Purpose Entities”

25, on “Accounting Policies, Changes in Accounting Estimates and Errors”, the Company has restated its

Revision, the new standards and the withdrawal of

consolidated financial statements for the year ended

the above standards will become effective in the

December 31, 2013.

financial year starting January 1, 2015 and earlier application is not permitted.

Changes to Statement of Financial Accounting

170

Standards (“PSAK”) and Interpretations of Financial

On ratification of the consolidated financial

Accounting Standards (“ISAK”), the application

statements, the Management is still evaluating the

of the following changes in interpretation of

possible impact of the adoption of the new SAK and

accounting standards, which became effective from

the revision of the consolidated financial statements.






Glossary


Executive Summary of Finance Director Reynaldi Hermansjah

The Company showed a positive financial performance in 2014 as indicated by several achievements reflected in the following financial indicators: The Company’s assets reached Rp 31.86 trillion, increased 13.54% from the previous year. The increase in the Company’s assets is a consequence of a rise in investment activities, especially through the realization of the new toll road operations in 2014. The Company generated revenues of Rp 6.65 trillion in 2014 from operating toll roads, representing an increase of 14.54%, mainly driven by the increase in traffic volume and toll rate increase for Prof. Dr. Ir. Sedyatmo and Cikampek toll roads in the fourth quarter, therefore the Company’s net margin reached 15.30%. EBITDA ratio compared to Interest Expense reached 3.26 times. This condition shows that the Company is still within the corridor of Financial Limitation which is required by creditors and still maintains a strong financial condition.

In an effort to support the growth, the Company issued bonds amounting to Rp 1 trillion in 2014 by maintaining single digit coupon rate of 9.85% in the midst of relatively high bond interest rate market. The bond issuance is an attempt by the Company to lower the Weighted Average Cost of Debt. Until the end of 2014, with a fairly aggressive investment in toll road development, the Company’s debt to equity ratio stood at 1.79 times of the covenant, with a maximum of five times, and interest coverage ratio of 3.26 of a covenant, with a minimum requirement of 1.25. These condition still provides ample room for the Company to make additional investment in the development of Indonesian toll road based on the existing equity capital structure. In 2014, the investment made by the Company resulted in interest expense of Rp 1.22 trillion, an increase of 28.71% from the year 2013. The Company was able to maintain long-term financial stability, therefore Financial Rating Agencies maintained the Company’s rating at the level of idAA (stable outlook).


171




Highlights 2014

New Projects Development 172


Management Report





TOTAL LENGTH OF OPERATING TOLL ROADS

576

Km



THE COMPANY’S MARKET SHARE BASED ON LENGTH OF TOLL ROADS OPERATED

72

%

Glossary


LENGTH OF TOLL ROADS OPERATED IN 2014

22

Km


173


3 174


new toll roads


Highlights 2014

Management Report



3 New Toll Road Sections In 2014, Jasa Marga has succeeded in operating three (3) new toll road sections: Semarang-Solo Toll Road, Section Ungaran-Bawen; Bogor Outer Ring Road Toll Road, Section 2A; and JORR W2 North Toll Road.






Glossary


New Projects Development The Company’s effort to continue to have additional toll road concession rights was successful as the Company won the concession right for Medan-KualanamuTebing Tinggi Toll Road of 61.70 km. At present, through its Subsidiary, the Company has additional ten (10) new toll road concessions. The Company is the major shareholder of all Subsidiaries, which are the concession holder of the ten (10) toll road sections. The percentage of the Company’s ownership at those Subsidiaries is shown in the following table: Percentage of Jasa Marga Ownership at Subsidiaries Section

No.

Length


Subsidiary

Jasa Marga Ownership

1.

(%)

11.00 km


55.00

2.

Semarang-Solo

72.64 km


73.90

3.

Surabaya-Mojokerto

36.27 km


55.00

4.

JORR W2 North

7.70 km


65.00

5.

Gempol-Pasuruan

34.15 km


97.20

6.

Gempol-Pandaan

13.61 km


79.84

7.


10.00 km


55.00

8.

Cengkareng-Kunciran

14.19 km


9.

Kunciran-Serpong

11.19 km


60.00

10.

Medan-Kualanamu-Tebing

61.70 km

PT. Jasamarga Kualanamu Tol

55.00

76.15

Tinggi TOTAL

272.45 km


175




Highlights 2014

Management Report



Development of Toll Road Business Despite land acquisition delays, this year the Company has succeeded in adding two sections to its operating toll roads, with the operation of Ungaran-Bawen Section of Semarang-Solo Toll Road, Section 2A of Bogor Outer Ring Road Toll Road and JORR W2 North Toll Road. The Company’s strategies in ensuring the accomplishments of the target of operating new toll road sections focus on land acquisition progress. The Management has conducted various efforts such as coordinating with land acquisition team, making persuasive approach to the people whose land ownership is revoked, and forming Land Acquisition Acceleration Team for the purpose of achieving the land acquisition target set by the Company. Although it has not reached the expected acceleration, the efforts have resulted in positive impacts for the Company, as in 2014 the Company succeeded in operating additional 22 km of three different sections. The Company’s effort to continue to have additional toll road concession rights was successful as the Company won the concession right for Medan-Kualanamu-Tebing Tinggi Toll Road of 61.70 km. With the newly acquired concession, the Company presently has the concession right for toll roads in a total of 799.5 km. Compared to 2013, as of the end of 2014, the progress of each toll road project is as follows: Bogor Outer Ring Road Toll Road (PT Marga Sarana Jabar)

Bogor Outer Ring Road Section 1

Length (km)

Land Acquisition (%) 2013

2014

Construction (%) 2013

2014

Sentul-Kedung Halang

3.85

100.0

100.0

100.0

100.0

Section 2A

Kedung Halang-Kedung Badak

1.95

100.0

100.0

88.8

100.0

Section 2B

Kedung Badak-Yasmin

2.05

-

-

-

-

Section 3

Yasmin-Darmaga

3.15

-

-

-

-

TOTAL

11.00

Bogor Outer Ring Road Toll Road (BORR), 11 km toll

The development of BORR Toll Road is divided into

road, is operated by PT Marga Sarana Jabar.

four sections. Section 1 Sentul-Kedung Halang, 3.85 km and Section 2A Kedung Halang-Kedung Badak,

BORR connects Jagorawi Toll Road to the city of

1.95 km have started to operate since late 2009 and

Bogor. The significant economic growth of Bogor

mid 2014; whereas Section 2B and Section 3, as of 31

city requires road infrastructure to facilitate the

December 2014 were still in land acquisition stage.

transportation of goods and services. In view of this potential, the Company is optimistic that BORR will have a promising prospect in the future.

176







Glossary

Semarang-Solo Toll Road (PT Trans Marga Jateng)

Semarang-Solo

Length (km)

Land Acquisition (%)

Construction (%)

2013

2014

2013

2014

Section 1

Semarang-Ungaran

10.80

100.0

100.0

100.0

100.0

Section 2

Ungaran-Bawen

12.30

100.0

100.0

97.0

100.0

Bawen-Solo

49.54

2.5

59.5

-

-

TOTAL

72.64

Section 3

Semarang-Solo Toll Road of 72.64 km is operated by

location in supporting the country’s economy and

PT Trans Marga Jateng.

brings positive impact on Semarang Toll Road, the Company is making every effort to complete and

The toll road connects the city of Semarang,

operate the said toll road section.

the capital city of Central Java Province to the city of Solo. Semarang-Solo Toll Road is part

The schedule of operation of Semarang-Solo

of the Trans Java Toll Road network, which is a

Toll Road is divided into three sections. Section 1

business route that will connect two major cities

Semarang-Ungaran, 10.80 km has been operated

Jakarta and Surabaya. Semarang-Solo Toll Road

since 2011; and Section 2 Ungaran-Bawen, 12.30

is also connected to Semarang Toll Road that

km has been operated since early 2014. Meanwhile,

has been operated by the Company since 1983,

Section 3 Bawen-Solo, as of 31 December 2014

so the operation of Semarang-Solo Toll Road will

was still in land acquisition stage with the progress

increase traffic volume on Semarang Toll Road.

of 59.5%.

As Semarang-Solo is located in a quite strategic


177




Highlights 2014

Management Report



Surabaya-Mojokerto Toll Road (PT Marga Nujyasumo Agung)

Surabaya-Mojokerto

Length (km)


Construction (%)

2013

2014

2013

2014 100.0

Section 1A

Waru-Sepanjang

2.30

100.0

100.0

100.0

Section 1B

Sepanjang-Western Ring Road

4.30

69.8

84.5

6.9

29.2

Section 2

Western Ring Road-Driyorejo

5.10

37.7

41.8

-

60.5

Section 3

Driyorejo-Krian

6.10

54.8

60.5

-

-

Section 4

Krian-Mojokerto

18.47

75.6

100.0

53.5

60.64

36.27

Total

The 36.3 km Surabaya-Mojokerto Toll Road is

The operation of Surabaya-Mojokerto Toll Road is

operated PT Marga Nujyasumo Agung.

divided into five sections. Section 1A-1 Waru-Juanda, 2.30 km, has been operated since 2011; whereas

Similar to Semarang-Solo Toll Road, Surabaya-

Section 4 Kriyan-Mojokerto, 18.47 km, is under

Mojokerto Toll Road is also part of Trans Java Toll

construction; and Sepanjang-WRR, 4.40 km and

Road Network, business route connecting two

WRR-Driyorejo, 5.10 km are in land acquisition stage.

major cities Jakarta and Surabaya. SurabayaMojokerto Toll Road is also connected to Surabaya-

In 2015, the Company schedules to operate the 18.47

Gempol Toll Road operated by the Company since

km Krian-Mojokerto Section.

1986; hence the operation of Surabaya-Mojokerto Toll Road will increase the traffic volume on Surabaya-Gempol Toll Road. Given that SurabayaMojokerto is located in a quite strategic location in supporting the country’s economy and brings positive impact on Surabaya-Gempol Toll Road, the Company is making every effort to complete and operate the said toll road section.

SAMUDRA HINDIA

178







Glossary

JORR W2 North Toll Road (PT Marga Lingkar Jakarta)

JORR W2 North

Length (km)


Construction (%)

2013

2014

2013

2014

Section 1

Kebon Jeruk-Ciledug

5.70

100.0

100.0

100.0

100.0

Section 2

Ciledug-Ulujami

2.00

98.0

100.0

47.3

100.0

Total

7.70

JORR W2 North Toll Road, 7.70 km, is operated by

Jakarta Inner Ring Road Toll Road, as JORR W2

PT Marga Lingkar Jakarta.

North connects Jakarta-Cikampek Toll Road to Jakarta-Tangerang Toll Road so the full operation

JORR W2 North Toll Road is the missing link

of JORR W2 North Toll Road will reduce the load of

on Jakarta Outer Ring Road Toll Road already

traffic on Jakarta Inner Ring Road.

operated by the Company. The existence of JORR W2 North is significant to ease the congestion on

JORR W2 North Toll Road is fully operated since mid 2014.


179




Highlights 2014

Management Report



Gempol-Pasuruan Toll Road (PT Trans Jatim Pasuruan)

Gempol-Pasuruan

Length (km)


Construction (%)

2014

2013

2014 81.3

Section 1

Gempol-Rembang

13.90

82.9

95.7

49.9

Section 2

Rembang-Pasuruan

8.10

-

69.2

-

-

Pasuruan-Grati

12.15

-

-

-

-

Section 3 Total

34.15

Gempol-Pasuruan with the length of 34.20 km is a

located in a quite strategic location in supporting

toll road operated PT Trans Jatim Pasuruan

the country’s economy and brings positive impact on Surabaya-Gempol Toll Road, the Company is

Gempol-Pasuruan Toll Road is part of Trans Java

making every effort to complete and operate the

Toll Road Network connecting Surabaya to the

said toll road section.

crossing of Java and Bali Islands. The toll road is also connected to Surabaya-Gempol Toll Road

The development of Gempol-Pasuruan Toll Road

already operated by the Company since 1986, so

is divided into three sections. Section 1 Gempol-

the operation of Gempol-Pasuruan Toll Road will

Rembang, 13.90 km, is scheduled to operate in

increase traffic volume on Surabaya-Gempol Toll

2015 whereas Section 2 Rembang-Pasuruan and

Road. In view of the fact that Gempol-Pasuruan is

Section 3 Pasuruan-Grati are still in the stage of land acquisition.

180






Glossary


Gempol-Pandaan Toll Road (PT Jasamarga Pandaan Tol)

Gempol-Pandaan

Gempol-Pandaan

Length (km) 13.61


Construction (%)

2013

2014

2013

2014

99.0

99.0

83.5

98.3

Gempol-Pandaan Toll Road of 13.61 km is operated

tourism objects for the residents of Surabaya as

by PT Jasamarga Pandaan Tol.

Puncak for the residents of Bogor. The operation of Gempol-Pandaan Toll Road will ease the congestion

Gempol-Pandaan Toll Road connects the cities

on arterial road especially during weekends. The

of Surabaya to Malang. The characteristics of

Company plans to operate Gempol Pandaan Toll

Gempol-Pandaan Toll Road are similar to that of

Road in 2015.

Jagorawi Toll Road since Malang is a city with


181




Highlights 2014

Management Report



Nusa Dua-Ngurah Rai-Benoa (Bali Mandara) Toll Road (PT Jasamarga Bali Tol) Land Acquisition (%)

Length (km)


10.00

Nusa Dua-Ngurah Rai-Benoa (Bali Mandara)

Construction (%)

2013

2014

2013

2014

100.0

100.0

100.0

100.0

Nusa Dua-Ngurah Rai-Benoa (Bali Mandara) Toll

Having been constructed for approximately 1.5

Road of 10.00 km is operated PT Jasamarga Bali Tol.

years, Nusa Dua-Ngurah Rai-Benoa Toll Road has been operated since 2013. This proves that the

Bali Mandara is the first toll road in Bali Island.

Company is capable of developing toll road ahead

With significantly high level of congestion in Bali,

of schedule when land acquisition is not an issue

the operation of Nusa Dua-Ngurah Rai-Benoa Toll

and this was shown in the development of Nusa

Road is expected to reduce the traffic congestion.

Dua-Ngurah Rai-Benoa Toll Road.

Kunciran-Cengkareng Toll Road (PT Marga Kunciran Cengkareng)

Kunciran-Cengkareng Kunciran-Cengkareng

182

Length (km) 14.19


Construction (%)

2013

2014

2013

2014

4.2

22.8

-

-

The 14.19 km Kunciran-Cengkareng Toll Road is

part of Jakarta. Kunciran-Cengkareng Toll Road will

operated by PT Marga Kunciran Cengkareng.

distribute the highly congested traffic of Jakarta.

Part of Jakarta Outer Ring Road II, Kunciran-

As of 31 December 2014, Kunciran-Cengkareng Toll

Cengkareng Toll Road is located in the western

Road is still in the stage of land acquisition.






Glossary


Kunciran-Serpong Toll Road (PT Marga Trans Nusantara)

Kunciran-Serpong

Kunciran-Serpong

Length (km)


11.19

2014

8.1

Construction (%) 2013

2014

-

-

26.3

Kunciran-Serpong Toll Road of 11.19 km is operated

As of 31 December 2014, Kunciran-Serpong Toll

by PT Marga Trans Nusantara.

Road is still in the stage of land acquisition. Although the progress of land acquisition is not yet optimal, in

Part of Jakarta Outer Ring Road II, Kunciran-

the last months of 2014, the progress increased quite

Serpong Toll Road is located in the western part of

significantly.

Jakarta. Together with Kunciran-Cengkareng Toll Road, Kunciran-Serpong Toll Road will distribute the highly congested traffic of Jakarta.

Medan-Kualanamu-Tebing Tinggi Toll Road (PT Jasamarga Kualanamu Tol)

Medan-Kualanamu-Tebing Tinggi

Length (km)


Construction (%)

2013

2014

2013

2014

Medan-Kualanamu-Perbarakan

17.80

-

83.0

-

18.0

Perbarakan-Lubuk Pakam

4.85

-

83.0

-

-

Lubuk Pakam-Tebing Tinggi

39.05

-

83.0

-

-

TOTAL

61.70

In 2014, the Company succeeded in winning the

with facilitating the movement of people heading to

concession of Medan-Kualanamu-Tebing Tinggi Toll

the Airport as well as the city of

Road (MKTT). MKTT connects the city of Medan,

Tebing Tinggi.

Kualanamu Airport and Tebing Tinggi. The Company is optimistic that going forward, MKTT will be able

At the moment, MKTT is still in the land acquisition

to speed up the distribution of goods, services along

stage and the toll road is scheduled to fully operate in 2017.


183




Highlights 2014

Management Report



Development of Non-Toll Road Business In order to further increase the use of its assets, the Company conducts business diversification to increase the Company’s operating revenues and support its core business. Performance of Non-Toll Road Business

The 2014 non-toll revenues rose by 14.74% compared

Development

to that of 2013.

In 2014, Non-Toll Road Business Development was supported by Toll Road Maintenance Service,

The strategies applied by the Company have

Toll Road Operating Service, Land Rent for

proven quite effective in increasing Other Operating

advertisements, and Rest and Services Areas.

Revenues, as in the past five years, Other Operating Revenues has grown by 100.4%.

Growth of Other Businesses 2010-2014

508.20 143.47

146.31

583.10

% 0,4

10

72.48

: GR CA

2010 2011 2012 2013 2014

Prospect of Non-Toll Road Businessl Going forward, the Company will still focus most on toll road operation and development strategies. Non-toll road business development focuses on supporting the abovementioned strategies; hence in the future, nontoll road business development will focus on Toll Road Maintenance Services, Toll Road Operating Service, and Property.

184






Glossary


Executive Summary of Business Development Director Abdul Hadi Hs.

As its effort to continue to grow and develop while maintaining its position as the market leader of toll road industry in the country, the Company continues to add to its toll road concessions. In 2014, the Company succeeded in having additional concession right of 61.7 km toll road by winning the tender for MedanKualanamu-Tebing Tinggi Toll Road. The additional concession brings the Company’s toll road concessions to a total of 799.5 km. The Company continuously makes the efforts to have additional toll road concession rights by means of acquisition, tender, as well as unsolicited method. Furthermore, to participate in boosting the growth of regional economy, the Company also actively seeks the development of new toll roads, particularly those located in Java and Sumatera Islands while also taking part in studying the toll road development in Kalimantan and Sulawesi. In 2014, the Company succeeded in operating new toll road sections, i.e. Semarang-Solo Toll Road, Section Ungaran-Bawen (12.30 km);

Bogor Outer Ring Road Toll Road, Section Kedung Halang-Kedung Badak (1.95 km); and JORR W2 North Toll Road (7.70 km), bringing the total toll roads operated by the Company to reach 576 km as of the end of 2014. The Company is still capable of maintaining its position by dominating 72% of the total operating toll roads in Indonesia. Amidst the uncertainty of land acquisition, the Company continues to make the efforts in the development of its new toll road sections, i.e. Gempol-Pandaan, Surabaya-Mojokerto, Gempol-Pasuruan, Medan-Kualanamu, Kualanamu-Tebing Tinggi, Semarang-Solo and Bogor Outer Ring Road Toll Roads, hence reflected in the increase of the Company’s assets amounting to Rp 31,857.95 billion in 2014 representing growth by 13.54% compared to that of 2013. In order to increase operating revenues, the Company also develops other businesses in the field of rest area management, toll road operating services, and toll road maintenance services. In 2014, other operating revenues reached Rp 583.10 billion or rose by 14.74% from that of 2013.


185

Connectivity Identity of the Company



Highlights 2014

Management Report



Belawan Port Kualanamu Airport MEDAN

S UM ATERA

JASA MARGA’S 18 OPERATING TOLL ROAD SECTIONS AND 5 NEW TOLL ROAD SECTIONS CONNECTING 6 PROVINCES AND MAJOR CITIES IN JAVA, SUMATERA AND BALI ISLANDS WITH INCREASING

TRAFFIC VOLUME West Java

1 1

2

Central Java

2 4

3

5

• PalimananKanci • 26.30 km • 54 thousand vehicles/day

• Semarang • 24.75 km • 131 thousand vehicles/day

• Semarang-Solo • 72.64 km • 43 thousand vehicles/day

2013

2014

2013 2014

6

48.12

19.93

6.58 2013

2013

2014

East Java

3

15.56

• PurwakartaBandung Cileunyi • 122.90 km • 181 thousand vehicles/day

48.86

• Bogor Outer Ring Road • 11.00 km • 37 thousand vehicles/day

20.19

Semarang-Solo

66.35

Semarang

63.91

Palikanci

13.68

Purbaleunyi

12.52

BORR

2014

2013

4

7

8

9

2014

Bali

10

North Sumatera

5 11

12

Belmera

Medan Kualanamu Tebing Tinggi

• Surabaya Gempol • 49.00 km • 227 thousand vehicles/day

• Surabaya Mojokerto • 36.27 km • 33 thousand vehicles/day

• Gempol Pasuruan • 34.15 km • Not yet operated

• GempolPandaan • 13.61 km • Not yet operated

• Nusa Dua-Ngurah RaiBenoa • 10.00 km • 39 thousand vehicles/day

• Belawan-MedanTanjung Morawa • 42.70 km • 69 thousand vehicles/day

• MedanKualanamuTebing Tinggi • 61.70 km • Not yet operated

3.29

24.05

12.05

25.39

Nusa Dua-Ngurah Rai- Benoa

14.31

Gempol Pandaan

11.26

GempolPasuruan

82.87

SurabayaMojokerto

81.69

SurabayaGempol

2013

2014

2013

2014

*Traffic Volume in million vehicles

186


2013

2014

2013

2014






Glossary

JASA MARGA’S TOLL ROADS SUPPORT THE INTEGRATION OF MULTI-MODE TRANSPORTATION NETWORK SYSTEM TO SUPPORT THE MOVEMENT OF PEOPLE AND SERVICES

TA N J U N G P R IO K P o rt S oekar n o H atta Airp o rt

JAWA

TA NJU NG M AS P ort Jua n da A irp ort

JA KA RTA M erak P ort

Tan jun g P erak P ort

BA N D U N G

BALI

SEM A RA NG SU RA BAYA

Ngurah Rai Ai rp ort

Tan jun g Ben oa P ort

Jakarta-Bogor-Tangerang-Bekasi

6 13

14

15

16

17

18

19

20

21

22

• JakartaTangerang • 33.00 km • 328 thousand vehicles/day

• Jakarta Inner Ring Road • 23.55 km • 565 thousand vehicles/day

• JakartaAirport • 14.30 km • 209 thousand vehicles/day

• Jakarta Cikampek • 83.00 km • 564 thousand vehicles/day

• Jakarta Outer Ring Road • 43.10 km • 415 thousand vehicles/day

• • •

• Kebon Jeruk Ulujami • 7.70 km • 39 thousand vehicles/day

• KunciranSerpong • 11.19 km • Not yet operated

• KunciranCengkareng • 14.19 km • Not yet operated

14.49

UlujamiPondok Aren 5.55 km 123 thousand vehicles/day

46.91 2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

2014

2013

45.12

151.63

146.72

• Jakarta Bogor-Ciawi • 59.00 km • 551 thousand vehicles/day

206.13

Kunciran Cengkareng

202.21

Kunciran Serpong

196.76

JORR W2 Utara

193.64

UlujamiPondok Aren

283.09

JORR

282.81

JakartaCikampek

119.83


113.02

JIRR

201.32

JakartaTangerang

199.61

Jagorawi

2014

2013

2014


187




Highlights 2014

Management Report

Human Capital Management 188






TRANSFORMATION OF HUMAN CAPITAL



Glossary


COMPETENCYBASED HUMAN RESOURCES MANAGEMENT

JASA MARGA FUTURE LEADER


189


190




Highlights 2014

Management Report







Glossary


Human Capital Management In order to realize the Vision and Mission of the Company to become a leading company, the Company has undertaken “HUMAN CAPITAL TRANSFORMATION” integratedly and comprehensively as part of the “COMPANY ORGANIZATIONAL TRANSFORMATION” The year of 2014 was the initial phase of the implementation of the Integrated Human Capital System, namely the integration of Performance Management System, Remuneration System and Career Management System to improve the competence and performance of employees as the main asset of the Company in its successful business endeavor.

Transformation of Human Capital Through the application of the new paradigm, which considers Human Resources (HR) as Human Capital, the Company positions HR as an element that must be managed properly so that it can become a capital to improve business performance of the Company in the long term in a sustainably way. The management of human capital is based on the Company’s HR System Strategic Planning 20102022, with development phases as shown in the following graphic:

Stages of Development of Jasa Marga Human Capital System

Transition I

Transition II

Ultimate

Strengthening HR Foundation

Building Performance

Optimizing HR Capability for Business Growth

2010-2013 Short Term

2013-2017 Medium Term

2017-2022 Long Term


191




Highlights 2014

Management Report



The Company is developing competency-based human resources management with the 9 (Nine) Strategic Processes of Human Capital System which is set forth in the Board of Directors’ Stipulation No. 39/ KPTS/2014 dated March 3, 2014, which consisted of Organizational Design, Employee Recruitment and Selection, Training and Development, Performance Management, Remuneration System, Career and Talent Management, Industrial Relations and Post Employment Management, which are integrated and supported by Information Technology System, as can be seen in the following chart: Nine Strategic Processes of Jasa Marga Human Capital System

Business Performance SATISFACTION AND LOYALTY OF STAKEHOLDERS

CONGRUENCE

COMPETENCE

HC Admin & Services

Industrial Relation

Performance Management Training and Development

Employee recruitment and selection

PostEmployment Management

COST

Carrier Management

Remuneration

COMMITMENT

Employment Environment

INFORMATION TECHNOLOGY Vision & Mission

Organizational Design

VALUES & PARADIGM

STRATEGIC PLANNING

CHANGING OF STRATEGIC ENVIRONMENT& GROWTH OF TOLL ROAD INDUSTRY

9 Strategic Processes of Human Capital System 1. Employment Environment 2. Employee recruitment and selection 3. Training and Development 4. Performance Management 5. Remuneration 6. Carrier Management 7. Industrial Relation 8. Post-Employment Management 9. HR Administration & Services

In accordance with the Human Capital Systems

to improve the Company’s organization in terms of

Development Stages of Jasa Marga, in 2014 the

Grouping, Stratification and Position Requirements as

Company entered the Building Performance

set forth in the Board of Directors’ Stipulation No. 41/

stage, where the focus of the Human Resources

KPTS/2014 dated March 3, 2014.

program was the stratification of organization as the basis of other systems and the integration of the

The Classification, Stratification, and Identification

Performance Management System, Remuneration,

of positions are carried out in accordance with the

and Career Management System.

mission of the organization in order to ensure that employees who hold certain positions can work to

Organizational Improvement After the restructuration of organization in 2013 to change the organization of Jasa Marga to become the Operating Holding Company, then as a series of Organization Transformation and Transformation of Human Capital, in 2014 PT Jasa Marga took step

192


reach an optimum performance in carrying out the mission, responsibility and authority of the position. The changes in the classification and stratification of the positions affect the remuneration package of employees, whereas the change in the identification of positions is linking directly with the improvement of the employee’s career path.






Glossary

Change of Position Classification Chart Previous Position Classification Structural

Functional

Position

Classification

Senior Vice President/ Senior General Manager/Executive/ General Manager

Ia

Corporate Secretary/ Head/Vice President/ General Manager

II a

Position

Classification

Senior Advisor

Ia

Advisor/Senior Auditor

II a

Senior Specialist/Auditor

III a

Specialist/Junior Auditor/President Director Secretary/Senior Treasurer

IV a

Assistant Manager/Director Secretary/Treasurer

Va VI a

Assistant Vice President/Senior Manager/Deputy General Manager/ Coordinator

III a

Senior Officer/Assistant Treasurer/VP/GM Secretary/ Officer for Information and Communication Service

Manager

IV a

Toll Collector/Toll Road Service Officer/Rescue Officer/Paramedic Staff/Information and Communication officers/Technic staffs

Head of Toll Gate

Va

Officer/Toll Gate Officer/Operator of heavy equipment

VII a

Head of Shift

VI a

Messenger/Driver

VIII a

VII b, VII c, VII d, VII e

NEW POSITION GROUPS Structural

Functional Experts

Functional Staffs

Operational

Group of structural positions, consisting of Planning and Policy post, Support implementation post and Business implementing post

Group of non-structural posts who are in charge of conceptual works and indepth analysis

Kumpulan jabatan non struktural yang melaksanakan pekerjaan yang bersifat konseptual dan klerikal

Group of positions who carries out works for operational of the company, consists of: • The post for Operational Leader • Positions in charge of Operations

Position Corporate Secretary/ Head/ Vice President/ General Manager/ Kepala Unit Bisnis

Grade

Position

E

Senior Advisor

Position

Grade

Grade

Position

Grade

F

Advisor/ Senior Auditor

"Assistant Vice President/ Senior Manager/ Deputy General Manager"

1

Senior Specialist/ Auditor/ Pengajar Profesional

1

Manager

2

Specialist/ Junior Auditor/ Pengajar Profesional Junior

2

President Dir. Secretary/ Senior Treasurer

2

Assistant Manager/ Assistant Auditor/ Director Secretary/ Treasurer

3

Head of Toll Gate

O1

Senior Officer/ Assistant Treasurer/ Secretary

4

Head of Shift

O2

Officer/ Inspector/ Toll Gate Officer/ Security/ Facility Officer

5

Toll Collector/Toll Road Service Officer/Rescue Officer/Ambulance Officers

O3

Driver/Messenger

M

Driver for Toll Road Service /Rescue/ Ambulance

P


193




Manpower Planning and Recruitment

Highlights 2014

Management Report



• Transparency The implementation of the transparency principle is carried out through the announcement program of recruitment and selection of new

Manpower Planning In the efforts of realizing the vision and mission as well as long-term strategic goals, related to the use of human resources effectively and efficiently and within the corridor of expected efficiency and productivity ratio, then the estimated maximum number of employees and workers for the long term is set in a document called Manpower Planning. Therefore, a review has been done on Manpower Planning as reference in the preparation of Staffing Plan and Recruitment Plan.

employees to various media outlets that can be easily accessed by the general public. The Company utilizes various communication media in announcing the recruitment and selection program for new employees, including through the Company’s official website, that is www. jasamarga.com, cooperate with newspapers that are circulating on national scale, BUMN portals, the Company’s official twitter, online media, posters and career development programs at a number of top universities in Indonesia.

Illustration of Manpower Planning

• Objective To maintain objectivity and independence, the Company is cooperating with an independent

• Vision & Mission • Organizational Structure Planning • Strategic Planning • HR System Development • Employees Post-Employment • Employees Age Demography • Employees Productivity Target • IT-Based Implementation

consultant who has the experience and

Adding Factor

MANPOWER PLANNING

competence in the field of recruitment and selection of new employees. The selection process of the consultant is done through

Balancing Factor

the procurement of goods and services that has specified in the Company Regulations to uphold the principles of good corporate

Manpower Recruitment Based on the review on Manpower Planning, the Company carried out new employee recruitment program in 2014 as a preparation to replace employees who have the retirement age as well as to support the Company’s business development in toll road and non-toll road. Recruitment of new employees is the first gate of preparing new cadres of competence human resources of the Company therefore the Management undertook a diligent and professional process. Management has established a system of recruitment and selection of new employees in the

governance (GCG). • Selective The selection process is done through 6 phases, therefore the Company expects to get the best candidates who successfully pass the competitive selection process. The selection of candidates is merely based on the results of the selection and the Company upholds the principle of equality where the applicants come from various ethnics, regions, religions, race and gender. In 2014, the Company has recruited 100 new employees.

Company Regulations which uphold the principles of transparency, objectivity, and selective.. Chart of the Process of Preparing New Employees Manpower Planning

Recruitment

Internal Sources

External Sources

Initial Selection

Management Trainee

Advance Selection 3 months

194


New Employees Preparation Program Trial of New Employees (3 months) 3 months

Orientation (3 months) 3 months

Placement (3 months)





Glossary


Employees Performance and Competency Development Competency Model of Human Resource Development As an implementation of the concept of Competency Based Human Resources Management (CBHRM), the human resources development is based on an improvement of employee competence. Therefore, the Company has formulated a competency model which is equipped with a Competency Dictionary which is a combination of hard skills and soft skills that should be possessed by each individual based on the needs of each unit of competency. Competency Dictionary was created through the issuance of Board of Directors Stipulation No. 183/KPTS / 2013 dated December 24, 2013.

Chart of Competency Based Human Resources of Jasa Marga

LEADERSHIP COMPETENCIES

Soft Competency

• Team Leadership • Decisiveness

CORE COMPETENCIES Business Acumen

• • • •

Achievement Orientation Continuous Learning Building Partnership Integrity

Customer Service Orientation

JOB COMPETENCIES Soft Competency • Information Seeking • Organizational Commitment • Organizational Awareness • Interpersonal Understanding • Teamwork

• Analytical Thinking • Concern for Order • Impact & Influence • Initiative • Conceptual Thinking

Hard Competency

Hard Competency Technical Competencies (General)

1. IT Skill 2. Communication Skill 3. Organization Knowledge 4. English Profiency 5. Risk of Awareness 6. Kesadaran mengenai Sistem Keselamatan Kerja (K3) 7. Quality Management 8. Service Standard 9. Strategic Program Execution

TECHNICAL COMPETENCIES (Specific)

HR Education and Training In order to prepare the Human Capital of Jasa Marga to encounter future business challenges through a formal education program, the Company implements a policy of providing Employee Scholarship to improve the knowledge and the employees ability to conduct analysis, synthesis and innovations. The Company has selected the candidates for the scholarships who are young and have the potentials with a maximum age of 30 years to take part in the Scholarship 2014-2015 program, which is specifically prepared by the Company as one of programs to prepare Future Leaders of Jasa Marga. Based on the selection process, 5 employees have been shortlisted who are eligible to take the Master’s program in overseas well-known universities.


195




Highlights 2014

Management Report



To realize the strategic plan of the Company, the Company realizes the importance of grooming the cadres as future leaders of the Company. The Company since 2009 has been preparing the “Future Leader of Jasa Marga” through carrying out Leadership Development Program which consists of 5 levels of the program. Leadership Development Program Training CORPORATE

Leadership

CORPORATE Leadership

Company Leader Subsidiaries

BUSINESS

SENIOR Leadership

FUNCTIONAL

ADVANCE Leadership

Functional work unit leader

TEAM Team Leader

INDIVIDUAL Individual Leader

Age 26 Targeted Participants

Age 28

Age 32

Age 36

Level of Manager

Assistant Manager

Age 40

Level of AVP/ DGM

Ethic & Communication

SOEs

Division/Branch/ Project/Business Unit Leader

LEVEL

Program Focus

Performance & Changes

HRD & Monitoring

JUNIOR Leadership

Trust & Team Work

BASIC Leadership

Personality

Age 45

Level of VP/GM Directors of Subsidiary

The education and training of employees are conducted by Jasa Marga Development Center Unit as a learning center. In 2014, the training program for employees focused on the following areas: • Development of technical and non-technical competencies of employees in accordance with job requirements. • Stand-alone program which is equal to training, including sharing knowledge activities, study visits, creating a journal, and others. • Cadres Scholarship, which is scholarship program offered to the young and potential employees. In the year 2014, the Company has set a target of training days per employee, with the realization of a number of 3.7 days of training per employee. The number of days of training and the trainees during the year 2014 are presented in the following table: Trainings Conducted by the Company in 2013 and 2014 2013 Explanation Leader Cadres

2014

Number of Number of participants programs

Number of days per person

Number of Number of participants programs

940

235

11

278

74

4

Development of Competence

8,468

3,501

325

4,000

1,653

52

Training on Values, Ethics and & Corporate Culture

5,352

2,541

74

6,132

2,761

292

309

151

29

787

94

20

-

-

-

6,042

5,111

264

Professional Standards Stand-alone Program equals to Training Scholarships TOTAL

196

Number of days per person

-

-

-

135

20

4

15,069

6,428

439

17,376

9,715

638







Glossary

Training Based on Number of Days 2013

2014

0.00% 2.05%

0.00% 0.78%

34.77%

6.24%

Leader Cadres 1.61% 56.19%

35.52%

4.53%

23.02%

Training on Values, Ethics and & Corporate Culture Development of Competence Professional Standards Stand-alone Program equals to Training

35.29%

Scholarships

Training Based on Number of Participants 2013

2014 0.21%

54.46% 2.35%

0.78%

52,61%

0.00%

17.01%

0.00% 3.66

Leader Cadres Training on Values, Ethics and & Corporate Culture Development of Competence Professional Standards

0,97%

Stand-alone Program equals to Training Scholarships

39.53% 28.42%

Training Based on Number of Programs 2013 6.61%

2014 0.00%

0.63%

0.94%

0.00% 2.51%

41.38%

Leader Cadres 8.15%

16.86% 74.03%

Training on Values, Ethics and & Corporate Culture Development of Competence Professional Standards

3.13%

Stand-alone Program equals to Training 45.77%

Scholarships

Employees Performance Management System Performance management system aims to ensure that employees carry out their works as well as contribute to the achievement of the Company’s goals optimally in accordance with the goal of the post and the key performance indicator target. The Company is implementing the performance management system on two sides, namely the evaluating the achievement of Key Performance Indicator (KPI) and the achievement of competencies, so that the assessment is fair in which employees are not only assessed based on key performance targets (KPI) but also appreciate the employee’s efforts in achieving the performance (competence).


197




Highlights 2014

Management Report



Employees Performance Management System

Employees Performance Management System

Non-Operational Employees

Operational Employees

Enterprise Resource Planning (ERP)

PERFORMANCE

COMPETENCY Soft Competency

• Cascading by theme • SKK by Cascading + PI decided by both parties • Half year basis • Evaluating not assessing • Varied tasks • Active employees and evaluator

Enterprise Resource Planning (ERP)

• Based on attitude seen • Assessment 360º • Once a year

ELECTRONIC OPERATIONAL PERFORMANCE APPRAISAL (eOPA)

• • • • • • •

Daily/shift basis SKK by procedure and IK Automation Similar and routine tasks Active evaluator SKK template from SK Highly measured performance

ELECTRONIC OPERATIONAL PERFORMANCE APPRAISAL (eOPA)

•

Based on performance attitude available data • Assessment of direct superior • Once a year in 2014, daily in 2015

The stages of the performance management

career opportunities and employee training

system is a systematic cycle which consists of

development programs. As for remuneration

Employee Work Target (SKK) planning, SKK

of employees, the Company established a

review and Coaching as well as performance

policy salary increase (merit increase) based

evaluation. During the planning stage, the

on the results of performance evaluation and

employee and supervisor set the agreed targets

competency measurement. In addition, the

to be achieved. The targets are then reviewed

results of performance evaluation also affects

in mid-period in which the supervisor provides

the incentives to be by the employees. With this

feedback during the review and coaching. In

policy, the employees are encouraged to attain

the final stage, which is the period to evaluate

the best performance in order to obtain higher

the performance achievement, the supervisor

remuneration as well.

evaluates the attainment of the targets that have been agreed in advance. All stages are managed

As for the carrier opportunities, the competency

through an integrated performance management

requirements are set for each position. One of

system online.

the sources to fulfill the competence is known from the results of the competence assessment.

198

The results of the performance evaluation and

The competency assessment result is also used

competency measurement are very important

in the planning and development of employee

because they are integrated with remuneration,

training needs.







Glossary

Implementation of Employee Performance Management System in 2014

Cascade KPI

Planning Week (17-21 March 2014)

Coaching Week (5-9 May 2014)

Evaluating Week (7-11 June 2014)

Planning Week (18-20 Aug 2014)

Jan

Feb

Mar

Apr

SKK

May Coaching

Jun

Jul

Evaluation

Period I

Employees Career Development

Aug SKK

Coaching Week (6-10 Oct 2014)

Sep

Oct

Nov

Evaluating Week (2-6 Feb 2015)

Dec

Jan

Coaching

Feb

Evaluation

Period II

1. Assessment to measure soft competencies

In line with the development of the Company’s

needed to hold a particular position as set

business which continues to grow through the

out in the Company’s competency dictionary.

establishment of Subsidiaries, both those engaging

In measuring the soft competencies, the

in toll road and non-toll, has been providing

Management cooperates with the competent

opportunities for employees of Jasa Marga to

and independent assessment institution

develop their carrier. The increasing number of

which is selected based on the procurement

officials in a strategic positions who are approaching

of goods and services in accordance with the

retirement ages, apart from becoming a challenge for the Management to create a reliable cadre system, the condition also creates opportunities for potential employees to advance their carrier.

rules of the Company. 2. Achievement, assessment on track record of performance during the working period. 3. Aspiration, a candidate is asked to make a proposal if he or she is projected to occupy a

The Company has set up a system in selecting

particular position and must present it to the

candidates who will occupy a position through the

appraiser. This is an effort to assess the ability

recruitment and selection process that is selective

of the candidate to communicate his ideas both

and competitive, which is based on the principle of

orally and in writing as well as to argue and

fairness. The length of work in the Company is no longer a dominant factor. It is the competency that plays an important role.

express his or her opinion. 4. Prospect, an assessment of the impact of the placement to the candidate personally and to his or her family and the Company.

The recruitment process is done by selecting the candidates who meet the administrative

The progress of an employee’s career path through

requirements in accordance with the rules of the

promotion and rotation in 2013 and 2014 can be

Company. Based on the Directors Stipulation No.

seen in the following table:

42/KPTS/2012, the candidates must go through the selection process as follows:


199




Highlights 2014

Management Report


Employee Carrier Development in 2013 and 2014 Working Areas Carrier Development

Branch Offices & Projects

Head Office

Promotion Rotation Total

Total

Subsidiary

2013

2014

2013

2014

2013

2014

29 29 58

54 85 139

58 97 155

110 287 397

8 7 15

16 20 36

2013

2014

95 133 228

180 392 572

The year of 2014 is a transition period for the implementation of Carrier Management System, in which the Company has improved the competency-based career management system and develop it through Position Cluster approach. The new career management system as set forth in Board of Directors Stipulation No. 100/KPTS/2014 dated June 16, 2014 will be implemented from 2015. Job Clusters as Basis for Carrier management System

22 Job Clusters

Board of Directors

Administration Community Development

General Services

Asset Management

Human Capital Execution

Legal

Human Capital Development

Information Technology

Audit Functional

Audit Management

Risk, Quality and Compliance

Logistic

Finance Accounting

Marketing

Communication Relation

Toll Road Management

Toll Road Operation Management

Highway and Traffice Engineering

Land Procurement

Road Project Management

Corporate Planning

Business Development

Executive Leaders

1. Executive Leaders 2. Corporate Planning 3. Business Development 4. Land Procurement 5. Road Project Management 6. Highway & Traffic Engineering 7. Toll Road Operation Management 8. Toll Road Maintenance 9. Marketing 10. Communication Relation 11. Logistic 12. Finance & Accounting 13. Risk, Quality and Compliance 14. Audit 15. Information Technology 16. Legal 17. Human Capital 18. Asset Management 19. General Services 20. Administration 21. Corporate Social Responsibility 22. Operational

Operational Toll Gate Operation

Road User Services

Group Cluster STRATEGIC PLANNING

Group Cluster MARKETING & COMMUNICATION

Group Cluster COMPLIANCE

Group Cluster TOLL ROAD OPERATION & ENGINEERING

Group Cluster FINANCE & Supply Chain Management

Group Cluster BUSINESS SUPPORT

Group Cluster OFFICE SUPPORT

Policy on Employment Opportunities The policies on employment opportunities, both on employee placement and carrier development are outlined in the Joint Working Agreement (Perjanjian Kerja Bersama/PKB). Jasa Marga appoints employees to certain positions and develops their carrier selectively and transparently without discrimination (gender, race, ethnicity, religion), by prioritizing the internal sources of the Company by considering the employees performance, ability and competence.

200








Glossary

Employees Welfare Employee Remuneration In order to assure certainty of attractive and competitive remuneration so as to maintain the loyalty and improve employees’ motivation to attain optimum performance, in 2014 the Company restructured the employee remuneration system. The employee income mechanism is done by setting a market-based salary structure, in addition to the increase of salary and incentives based on the achievement of employee performance. The change of employees’ income arrangement from previously based on the years of service with table system to a performance-based system with salary structure is based on market rate, and complying with the provisions of applicable employment regulations. The increase in annual salary and incentives is based on the achievement of the employees’ performance. The employee remuneration is determined based on the Board of Directors Stipulation No. 99/KPTS /2014 on the Clustering and Components of Remuneration and No. 122.1/KPTS/2014 on Monthly Compensation for Permanent Employees. The Company establishes and guarantees the rights of employees as shown in the following chart: Employees Rights

Remuneration

Compensation

Monthly

Fixed

Basic Salary, Job Compensation

Tetap

Variable Traffic Incentive, Overtime

Tetap

Annual

Variable

Production service, Bonus, Tetap Long Term Incentive

Benefits

Competence Development Employee Education & Tetap Training

Job Facilities

Official Uniform, Official Travel Facilities, Transportation Tetap & Communication, Company-owned House

Workplace Protection

Workplace Environment, Implementation of K3 and Work Opportunities, Tetap Legal Protection, Health facilities, Post Employment Program

Appreciation

Carrier Opportunities, Formation, Promotion, Position Change, talent management, Tetap Employee appreciation, Recreation, Sport & Arts, Holidays


201




Highlights 2014

Management Report



Appreciation to Employees The Company gives awards for performance, execution of task, innovation or improvement and appreciation for the loyalty of employees. To give appreciation to the employees who have worked for a certain period of employment, the Company gives awards for years of service to employees. Throughout 2014, gratuity given to 691 employees who have exceeded the service life of 10, 15, 20, 25 and 30 years. Jasa Marga Employees Loyalty Award 2014 Number of Years in Service

Number of Award Recipients

10 Years

20

15 Years

93

20 Years

119

25 Years

307

30 Years

152

TOTAL

691

As for employees who work in the Company until they reach normal retirement age, in 2014 the Company presented awards in the form of precious metals to 139 employees who have entered retirement age. Number of Employees The number of permanent employees in the Parent Company in 2014 reached 4,692 people, down 3.75% compared with the number of permanent employees in 2013. The total consolidated employees in the Parent Company and its subsidiaries in 2014 also decreased by 7.32% from 2013. Employee Composition Based Education

(people)

2013 Education

Subsidiary

Total

Proportion (%)

Parent

Subsidiary

Total

Proportion (%)

S3

1

0

1

0,01

1

0

1

0.01

S2

70

45

115

1,27

86

10

96

1.14

S1

500

241

741

8,17

464

318

782

9.30

17

58

75

0,83

13

111

124

1.47

High School

4,210

3,796

8,006

88,25

4,067

3,224

7,290

86.72

Junior High School

17

37

54

0,60

23

43

66

0.78

60

20

80

0,88

38

10

48

0.57

4,875

4,197

9,072

100,00

4,692

3,716

8,408

100.00

Diploma

Primary School TOTAL

202

Parent

2014







Glossary

Composition of Employees Based on Functions

(people)

2014

2013 Function

Parent

Subsidiary

Total

Operational

1,566

3,885

5,451

Non Operational

3,309

312

TOTAL

4,875

4,197

Proportion (%)

Total

Subsidiary

60.09

3,222

3,298

6,519

77.55

3,621

39.91

1,470

418

1,888

22.45

9,072

100.00

4,692

3,716

8,408

100.00

Composition of Employees Based on Gender

(people) 2014

2013 Gender

Proportion (%)

Parent

Subsidiary

Total

Male

3,816

3,418

7,234

79.74

Female

1,059

779

1,838

TOTAL

4,875

4,197

9,072

Parent

Total

3,661

3,039

6,700

79.69

20.26

1,031

677

1,708

20.31

100.00

4,692

3,716

8,408

100.00 (people)

2014

2013 Parent

Proportion (%)

Subsidiary

Composition of Employees Based on Ages

Ages

Proportion (%)

Parent

Subsidiary

Total

Proportion (%)

Parent

Subsidiary

Total

Proportion (%)

≤25

35

2,290

2,325

25.63

16

1,272

1,288

15.32

26-30

83

735

818

9.02

91

1,156

1,247

14.83

31-35

283

251

534

5.89

185

379

564

6.71

36-40

1,023

291

1,314

14.48

914

166

1,080

12.84

41-45

1,162

344

1,506

16.60

1,078

318

1,396

16.60

46-50

1,375

177

1,552

17.11

1,383

245

1,628

19.36

914

109

1,023

11.28

1,025

180

1,205

14.33

4,875

4,197

9,072

100.00

4,692

3,716

8,408

100.00

≥51 TOTAL

Industrial Relations Management

commitments of Jasa Marga is to give freedom to

The harmonious relationship between management

Marga Employee Union (hereinafter called SKJM)

and employee union is needed to create a

which was established in 1999 whose members are

conducive working atmosphere in order to achieve

all employees of Jasa Marga.

employees to organize themselves through the Jasa

the common goal, namely the progress of the Company and welfare of employees. In an effort

On regular basis of every two years, the Company

to create and maintain harmony between the

together with SKJM jointly prepares and renews

company and the employees, the Management is

the joint agreement in the form of Joint Working

always attentive and committed to comply with

Agreement (PKB). In 2014, Company and SKJM

labor laws, issued by the government. As one of

has succeeded in formulating and negotiating


203




a deal to discuss the Joint Working Agreement (PKB) for the period of 2014-2016. The result of the PKB agreement provides working direction for both employees and the management. The agreement has been registered at the Manpower and Transmigration Ministry’s Directorate General of Industrial Relations and Social Security Jakarta based on the Stipulation of the Director General of Industrial Relations and Social Security No. KEP.138 / PHIJK-PKKAD / PKB / VIII / 2014 on Registration of Joint Working Agreement between PT Jasa Marga (Persero) Tbk. with the Jasa Marga Labor Union dated August 25, 2014. Mutual agreement of the Company and subsequent SKJM arranged in a hand book PKB and distributed to all employees. Management and SKJM then formed a team and jointly socialized the aggrement to the branches. Socialization was conducted in November-December 2014 that all levels of employees have the knowledge and understanding together. To establish a harmonious relationship with employees, especially related to labor issues and policies of the Company, and maintain communication with the Labour Union was formed Bipartite Cooperation Institute (LKS-bipartite). Stewardship bipartite arrangement consisting of elements of management and the Company with a term of 1 year. LKS-bipartite established through joint decision between the Director of the Company and Chairman of the Central Board. In 2014, the material covered EMC focuses on changes in the new human resources management system, particularly related to the restructuring of remuneration.

Highlights 2014

Management Report



Management of PostEmployment Program In order to assure a sense of comfort and safety to employees at workplace, Jasa Marga provides benefits to employees if they have reached retirement age. This is done to provide a sustainable income after the end of the working period in Jasa Marga. The following programs provided to employees if they have reached retirement age: a. Pension Plan Jasa Marga's employees participate in the Fixed Benefit Pension Plan (Program Pensiun Manfaat Pasti/PPMP) and Fixed Contribution Pension Plan (Program Pensiun Iuran Pasti/PPIP). The PPMP program is organized by Jasa Marga Pension Fund (DPJM) which was established by the Company. The PPMP program is provided to all employees who began working in the Company prior to July 1, 2014. While the PPIP program managed by the Financial Institutions Pension Fund (DPLK) are participated by all employees who began working at the Company since July 01, 2014. b. Post-Employment Program This program is given to employees in which they get benefits when they stop working at the normal retirement age by receiving 24 x PhDA, while employees who stop at retirement age and prior to entering the retirement age will get benefits proportionately according to the rules of the Company. c. Pension Program (JHT) BPJS Employment The Company registers all employees into the Pension Program of BPJS Employment. The contribution to JHT is calculated based on the proportion of income paid at amount 2% by the employee and 3.7% by the Company.

204






d. Health Insurance

Glossary


both in term of quantity and quality are assessed

The benefits of health cover are in the form of

comprehensively through the Manpower Planning

health facilities that will be received by retirees

document and taking into account the work

as stated in the Company rules. With these

plan and business development of the Company.

benefits, the retirees will feel comfort about

The Human Capital Management System of the

medical expenses that they need any time.

Company is summarized in Nine Human Capital Strategic Process Systems continued to be

Management of Outsourced Employees The Company complies with the applicable regulations with regard to employment as set under the Minister of Manpower and Transmigration Regulation No.19 of 2012 on the terms of requirements in the case of awarding parts of works to other companies. The Company has terminated the Outsourced Worker policy while at the same time upholding the rights of outsourced workers that are implemented by the outsource service providers. The outsourced workers who were working as toll collectors at branch operations have been transferred into permanent employees of the Company’s subsidiary, PT Jalantol Lingkar Luar Jakarta. The Company's success in managing the outsourced

improved in order to accelerate the development of competencies of employees who are expected to contribute a significant impact on the achievement of the Company’s objectives. The Company’s business development that requires an increase in the number of personnel are still controlled through the increased of competence, prioritizing new employee recruitment for regeneration of leader and improving the role of information technology, especially in the automation of toll transactions. Various measures of human capital management has resulted in improving employees’ productivity as seen in the increase of ratio of the number of employees per revenue with ratio of: 1 : Rp 695,649,150 in 2013 to 1 : Rp 859,835,180 in 2014.

as a good comparative study by other state-owned

Awards Related to Human Capital Management

companies, such as PT Perusahaan Gas Negara

The Company has received awards and recognition

(PGN) who conducted a comparative study at the

from relevant institutions as well as from other

Company on June 3, 2014.

companies over Human Capital Transformation

manpower has become a benchmark and considered

Employees Productivity Management is fully committed to always provide reliable employees and contribute maximally to support the achievement of the vision and mission of the Company. The need of employees

conducted by the Company, including: • HR Excellence Award Award for HR Transformation held by SWA Magazine. • HR Excellence Award in the category of Reward Management held SWA Magazine. • The Award on Index Human capital Study Appreciation for Human Capital Management System Improvement, presented by Dunamis.


205




Highlights 2014

Management Report



Management of Human Capital Cost for Human Resources In line with the business development of the Transformation To ensure that the transformation process and the implementation of the new system goes ahead as planned, the socialization becomes an important element so that all employees can understand the importance of the transformation process and jointly oversee the implementation of the transformation. Thus, the possible resistance by

Company’s Subsidiaries, which some have begun operating in 2014 have an impact on the number and qualifications of employees needed, although most toll gates have been operating with Auto Toll system. This contributed to the increase of Human Resources cost in 2014. The increase in human resources costs is also a result of the transformation

employees can be mitigated.

in the field of Human Capital management,

Various communication media are used intensively

remuneration systems, especially in the monthly

in communicating the human capital transformation process. The media outlets that are used, including print and online media such as the Company's internal portal, internal magazines, Info Toll journal, banners informing the concept, process and implementation of the new systems. The Company provides information through these media outlets about the number of employees who are taking part

mainly due to restructuring/rearrangement of compensation. The cost Human Resources has increased from Rp 1,332,206,243,000 in 2013 to Rp 1,490,061,327,000 in 2014. As part of our commitment to improve the competence of employees in order to create a sustainable and capable leader, the Company's actual cost of education and training in 2014

in the transformation process.

amounted to Rp 15,552,736,148. The employees’

The Management with the support of unit in

the Company has set a target to increasing the

charge of Human Capital as the major driver of the transformation process had formed a Task Force which also involves employees from various work units of the Company. The team becomes an agent of change in enforcing the implementation of the transformation and helps disseminate the program to

development programs increase because in 2014 employees’ competence evenly to all employees with the imposition of the target for minimum number of training days / year per employee. However, as for the scholarship program and new employee management trainee, the payment has not matured yet until December 31, 2014.

various levels of the employment units. All levels of management and the Board of Directors continuously convey the message of transformation in a variety of formal and informal occasions. Even the Workers Union are also involved in the preparation and

(in full Rupiah amount) Jenis

dissemination of the transformation system, therefore

HR Costs

there is cooperation in ensuring that the course of

Costs for Education and Training

transformation is implemented as planned. The other important elements which also play a role in the transformation process is the use of information technology. Data and information management system based on ERP (Enterprise Resource Planning) continued to be improved in integrating the new Human Capital Management System.

206

Cost for Human Resources in 2013 and 2014


2013

2014

1,332,206,243,000

1,490,061,327,000

18,660,453,279

15,552,736,148





Glossary


Executive Summary of Human Capital and General Affairs Director Muh Najib Fauzan

The Management of Human Resources (HR) in 2014 was implemented in accordance with the stages of transformation system, namely carried out variety of changes that have been prepared in the previous stages. The Changes that have been realized in the year was the implementation of the 3 main HR system, namely: Performance Management System (since March 2014), Remuneration Management System (since July 2014) and the Career Management System (transition since October 2014). The implementation of these systems coupled with an increase use of the application of Information and Communication Technology (ICT) in administration and human resources services has encouraged employees to change the way they work to become more efficient and productive. In 2014, the PKB for period 2014-2016 has also been signed that covers agreements between the Management and Employees Union of Jasa Marga (SKJM) on July 23, 2014. To ensure the competence by all employees improves, since 2014, every employee is given training target in the form of minimum number of training days per person per year. In the year, the Company in total has achieved 17,376 days. In 2014, the number of permanent employees in the Parent Company reached 4,692 people, down 3.75% from 2013. The consolidated total employees in the Parent Company and its subsidiaries in 2014 also decreased by 7.32% from the year 2013. This is in line with HR policy to continue to reduce the formation of positions and carry out organizational restructuring that has

been done since the previous year. However, to support the Company's growth in the long term, the Company has recruited 100 people as new employees who have received undergraduate level (S1) as cadres of future leaders of the Company. Various transformation efforts or changing of human capital system had resulted in several achievements, including an improvement in the level of employee satisfaction. Based on the employee engagement survey in 2014, the Engagement Ratio Index (ERI) reached 2.17, up from 1.97 in 2013. The productivity of employees has also increased as reflected in the improvement of ratio on the amount of revenue per employee in 2014 to Rp 859,835,180/employee, from Rp 695,649,150/employee in previous year. This transformation efforts are also recognized by various external parties. In the year, the Company received awards from various parties such as Human Capital Index Study Award 2014, The Best for Human Capital Initiative, HR Excellence Award 2014, HR Transformation category and Reward Management with Good grade, and Business Review - 2nd Best Corporation for Learning Organization of the Year. Furthermore, the Company's long-term target is to prepare cadres of employees who are ready to lead and develop the Company's business in the era of globalization. Efforts that will be undertaken by the Company are including providing scholarships for S2 and S3 studies as well as leadership trainings with a focus on global acumen.


207




Highlights 2014

Corporate Governance 208


Management Report





JASA MARGA: GCG SCORE 96.63 “VERY GOOD”



JASA MARGA BERSIH (CLEAN) PROGRAM: “COMMITTED” SOE

Glossary


GRATIFICATION RESTRAINT WITH KPK


209


210




Highlights 2014

Management Report


*Berdasarkan hasil penilaian BUMN Bersih dan Assessment GCG 2014






Glossary


Corporate Governance The Company has always been committed to and made innovations in the implementation of Good Corporate Governance, resulting in its success of being named “COMMITTED” SOE in the BUMN BERSIH (Clean SOEs) Program 2014 and reached GCG assessment score of 96.63 or “VERY GOOD” Jasa Marga Commitment to GCG Implementation 2006

2010

2011

Statement of GCG Implementation

Statement of Risk Management Policy

Statement of Commencement of Whistleblowing System Implementation

2012

2013

2014

Jasa Marga Clean Commitment Between the Management and Jasa Marga Labor Union

Program on the Commitment to Control Gratification witnessed by Corruption Eradication Commission (KPK)

Signing of an Integrity Pact in every start of the year by all Elements of Jasa Marga and in every Procurement of Goods and Services


211




Highlights 2014

Management Report



In 2014, Jasa Marga continues to improve the implementation of Gratification Control in cooperation with the Corruption Eradication Commission (KPK) as an embodiment of Gratification Control Program (PPG). The implementation of this program refers to the schedule for implementing the Jasa Marga Gratification Control Program. Jadwal Kegiatan dalam Rangka Implementasi Pengendalian Gratifikasi Jasa Marga No. 1. 2.

3.

Main Activities Statement of Commitment to Implement Gratification Control Program Appointment of Function/Unit in charge of Gratification Control (Gratification Control Unit)

Strengthening Organs

Terms

Detailed Activities • Preparing Draft of Commitment • Signing of Commitment Review of Jasa Marga Directors Decision No. 187/ KPTS/2011 on Guidelines for Gratification Control, especially to confirm that Corporate Secretary as the Gratification Control Unit which handles the controlling of gratification (receive and submit Gratification report to KPK) Conducting Technical Workshop to draft Ruling on Gratification Control and Mechanism for processing Gratification Report (20 people). Dissemination/Focus Group Discussion (FGD) of Draft Regulation on Gratification Control and Mechanism for Preparing the Gratification Report. Approving the Review Result about rules on Controlling Gratification and Function/Unit which Manages Gratification Control Declaring Code of Ethics Position Analysis Preparing other related rules: i. Ruling on Whistleblowing System (Optional)

ii.

Ethic Commission to Process breaking of Human Capital Services Division Ethics by Employees and Management HR (Agent of Appointment of Candidates for Training of Trainers Change) (ToT) Participants on Gratification i. Submission of List of ToT Participants ii. Determining Candidates for ToT Participants ToT on Gratification (20 people) 4.

5.

Socialization/ Dissemination of Gratification and Terms for Gratification Control.

Online Dissemination Internal and External Socialization

Monitoring and Evaluation.

Evaluation on the Implementation of Gratification Control Program/PPG (Review of System/Rules/ Observation)

Objectives of GCG Implementation at Jasa Marga To create a highly competitive company and continues to grow, Jasa Marga has and continues to develop the structure and system of Corporate Governance (GCG) by referring to the principles of GCG in accordance with

Pelaksanaan Estimated Time Venue 11 July 2013 Jasa Marga Head Office

PIC Corporate Secretary

July-September 2014

Jasa Marga Head Office

Corporate Secretary

28-29 October 2013

Meeting Room of Jagorawi Branch

Corporate Secretary

September 2014


Corporate Secteraty

Already existed, last revised in 2013 To be prepared by Gratification Control Program Team Already existed Jasa Marga Head since December Office 2011 and last revised in January 2013 Human Capital Services Division

Corporate Secretary

October 2014

JMDC and Corporate Secretary


OctoberBandung November 2014 December 2014 December Jasa Marga 2014-March 2015 Head Office, Branch Offices, Subsidiaries and External (GMS) Q2, 2015

Corporate Secretary

GCG principles, namely transparency, accountability, responsibility, independence and fairness”. Based on the Code of Corporate Governance as set out in the Directors Decision No. 174/KPTS/2013 dated December 17, 2013, the purposes of the

the terms and regulations as well as best practices.

implementation of GCG in Jasa Marga are as follows:

The implementation of GCG is based on the

The purpose of the Implementation of GCG in

Regulation of the Minister of State Enterprises No. PER-01/MBU/2011 dated August 1, 2011 on the Implementation of Good Corporate Governance in SOEs with the latest change, namely the Regulation of the Minister of State Enterprise No. PER-09/ MBU/2012, which states that “SOEs are required to implement the company’s operations by adhering to

Jasa Marga: 1. Control and provide direction about the relationship between shareholders, Board of Commissioners, Directors, Employees, Toll Road Users/Customers, Business Partners, Creditor/ Investor, as well as Community and Environment. 2. Encourage and support the development, managing risks of the company more prudently, accountable, and responsible in line with the principles of GCG.

212



3.

4.




g.

Maximizing the value of the Company that the

Law of the Republic of Indonesia No. 20 of 2001 on the Amendment of the Law of the

nationally and internationally.

Republic of Indonesia No. 31 of 1999 on

Empower the function and independence of

Corruption Eradication. h.

achieve the Company’s vision and mission.

Law of the Republic of Indonesia No. 8 of 1995 on the Capital Market Law No. 14 of

Encourage the management of the Company

1992 on Traffic.

in a professional, effective and efficient way to 6.


Company has strong competitiveness, both

each Organ of the Company. 5.

Glossary

2.

Government Regulations, namely: a.

Encourage managers of the Company to

Government Regulation No. 45 of 2005 on the Establishment, Monitoring and

make decisions and perform actions based

Dissolution of State-Owned Enterprises.

on high moral values and compliance with b.

the applicable laws and regulations as well as

Government Regulation No. 15 of 2005 on the Toll Road.

awareness of corporate social responsibility. c.

Government Regulation No. 12 of 1998

7.

Increase accountability to stakeholders.

8.

Prevent the occurrence of irregularities in the

regarding Limited Liability Company

management of the Company.

(Persero), j.o. Government Regulation No.

Improving the Company’s corporate culture.

45 of 2001.

9.

10. Improving the image of the Company, which is getting better. 11.

3.

Decree of the State Minister for State Owned

Increase the contribution of the Company in

Enterprises, among others:

the national economy.

a.

Decree of the Minister of State-Owned Enterprises No. Kep-104/MBU/2002 on

Legal Basis of GCG Implementation at Jasa

the Assessment of Candidates for the

Marga

Directors of State-Owned Enterprises. b.

Jasa Marga has a full commitment and consistently

Preparation RJPP.

which have become the basis for the Company in c.

implementing GCG, namely: 1.

Decree of the Minister of State-Owned Enterprises No. Kep-102/MBU/2002 on

implements GCG by referring to some formal rules

Decree of the Minister of State-Owned

Laws of the Republic of Indonesia, among

Enterprises No. Kep-101/MBU/2002 on

them are:

the preparation of RKAP (Work Plan &

a.

Budget).

The Law of the Republic of Indonesia No. d.

14 of 2008 on Freedom of Information. b.

Law of the Republic of Indonesia No. 11

Enterprises No. Kep-100/MBU/2002 on

of 2008 on Information and Electronic

Evaluation of the Healthy Level of StateOwned Enterprise.

Transactions. c. d. e.


e.

Law of the Republic of Indonesia No. 40


of 2007 on Limited Liability Companies.

Enterprises No. Kep-09A/MBU/2002 on

Law of the Republic of Indonesia No. 38 of

the Assessment about the Fit and Proper

2004 on Road.

Candidates for the Directors of the State-


Owned Enterprises.

2003 on SOEs. f.


4.

Regulation of the State Minister for State

2002 on Money Laundering as amended

Owned Enterprises, among others:

by the Act of the Republic of Indonesia

a.

No. 25, 2003.

Regulation of the Minister of State Enterprises No. PER-03/MBU/02/2015 dated February 17, 2015 on the requirements, procedures for the appointment and dismissal of members of the Directors of State Owned Enterprises.


213




Highlights 2014

Change of Main Business Activities.

about the Supporting Organs of BOC/

b. Decision of the Chairman of Bapepam and

Enterprises.

LK No. Kep-412/BL/2009 dated November

Regulation of the Minister of State

25, 2009, Bapepam-LK No. IX.E.1 on

Enterprises No. PER-03/MBU/02/2015

Affiliate Transactions and Conflicts of

dated February 17, 2015 on the

Interest on Certain Transactions.

requirements, procedures for the

c.

and LK No. Kep-496/BL/2008 dated

the Board of Commissioners and the Board

28th November 2008, Bapepam No. IX.I.7

of Trustees of State Owned Enterprises.

on Establishment and Guidelines for the

State-Owned Enterprises No. PER-03/

Charter of the Internal Audit Unit. d. Appendix of the Chairman of Bapepam-

MBU 2012 on Guidelines for Appointment

LK No. Kep-179/BL/2008 dated May 14,

of Members of the Directors and Board

2008, Rule No. IX.J.1 on the Principles of

of Commissioners in the Subsidiaries of

Articles of Association of the Company

State Owned Enterprises.

who made a Public Offering of Equity Securities and Public Amendment.

Regulation of the State Minister for StateOwned Enterprises No. PER-01 /MBU/2011

e.

Bapepam-LK No. Kep-134/BL/2006, Rule

Governance (GCG) In State-Owned

No. XK6 on the obligation Submission of

Ruling State Minister for State Owned

Annual Report to Issuer or Public Company. f.

Decision of the Chairman of Bapepam

Enterprises No. PER-09/MBU/2012 on the

No. Kep-45/PM/2004, Bapepam No. IX.I.6

Amendment to Regulation of the State

of Directors and Board of Commissioners of the Issuer and Public Companies.

Minister for State-Owned Enterprises No. PER-01/MBU/2011 Concerning Application

g. Decision of the Chairman of Bapepam

of Good Corporate Governance (GCG) In

No. Kep-29/PM/2004, Bapepam

State-Owned Enterprises.

Regulation No. IX.I.5 on the Establishment

Regulation of the State Minister for

and Guideline on the Implementation of

State-Owned Enterprises No. PER-

the Audit Committee.

04/MBU/2014 on Guidelines for

h.


Determination of Income of Directors,

No. Kep-40/PM/2003, Bapepam

Board of Commissioners, and the

Regulation No. VIII.G.11 on Responsibilities

Supervisory Board of the State Owned

of Directors over Financial Statements.

Enterprises.

i.

2003,

State-Owned Enterprises No. PER-05/ MBU/2008 on Procurement of Goods and

Regulation No. X.K.2 on Obligation to Submit Periodic Financial Statements.

Services for State Owned Enterprises, with the latest changes, namely No. PER-15/

Decision of the Chairman of Bapepam No. Kep-36/PM/2003 dated 30 September

g. Regulation of the State Minister for

h.

A copy of the Decision of the Chairman of

on the Implementation of Good Corporate Enterprises with the latest changes

f.


appointment and dismissal of members of

d. Regulation of the State Minister for

e.


IX.E.2 on Material Transactions and

Owned Enterprises No. PER-12/MBU/2012

c.


November 25, 2009, Bapepam-LK No.

b. Regulation of the State Minister for State-

Supervisory Board of the State Owned

Management Report

j.


MBU/2012 dated September 25 of 2012.

No. Kep-27/PM/2003 dated July 17, 2003,

Regulation of the State Minister for

Regulation No. X.K.4 about reports on the Utilization of Proceeds from Public Offering.

State-Owned Enterprises No. PER-05/ MBU/2006 on the Audit Committee for State-Owned Enterprises.

k.

Decision of the Chairman of Bapepam No. Kep-554/BL/2010 dated December 30, 2010 on the Amendment to the Chairman

5.

Regulations of the OJK, as follows:

of Bapepam No. Kep-06/PM/2000 dated

a.


March 13, 2000 on the amendment of

and LK No. Kep-413/BL/2009 dated

Bapepam No. VIII.G.7 on Guidelines for the Presentation of Financial Statements.

214



l.





9.

Glossary


Decision of the Directors of PT Jasa Marga

No. Kep-86/PM/1996 dated January 24,

(Persero) Tbk. No. 41/KPTS/2013 on the

1996, Bapepam No. X.K.1 on Disclosure of

Organizational Structure of PT Jasa Marga

Information for has to be announced to

(Persero) Tbk.

the Public. m.

n.

Decision of the Chairman of Bapepam No.

10.


Kep-63/PM/1996 dated January 17, 1996,

(Persero) Tbk No. 174/KPTS/2013 dated

Bapepam Regulation No. IX.I.4 on the

December 17, 2013 of the Code of Corporate

Establishment of the Corporate Secretary.

Governance (the Code of Corporate


Governance) of PT Jasa Marga (Persero) Tbk.

No. Kep-60/PM/1996 dated January 17, 1996, Regulation No. IX.I.1 on the Plan

o.

11.


and realization of General Meeting of

(Persero) Tbk. No. 175/KPTS/2013 dated

Shareholders.

December 17, 2013 of the Code of Conduct of

Decision of the Chairman of Bapepam No.

PT Jasa Marga (Persero) Tbk.

Kep-38/PM/1996 dated January 17, 1996, Regulation No. VIII.G.2 on Annual Reports.

12. Decision of the Directors of PT Jasa Marga (Persero) Tbk. No. 186/KPTS/2011 dated

6.

Articles of Association of PT Jasa Marga

December 7, 2011 on Guidelines on Conflict of

(Persero) Tbk which was published in the

Interest (Conflict of Interest) at PT Jasa Marga

Supplement No. 27 404 of the State Gazette

(Persero) Tbk.

of the Republic of Indonesia on December 12, 2008 No. 100, subsequently it was amended by

13. Decision of the Directors of PT Jasa

the Deed of the Extraordinary General Meeting

Marga (Persero) Tbk. No. 09/KPTS/2013

of Shareholders No. 33 dated April 5, 2011 were

dated January 16, 2013 on Guidelines of

made before Adi Poerbaningsih Warsito, SH.,

Whistleblowing System of PT Jasa Marga

Notary in Jakarta, as has been approved by

(Persero) Tbk.

the Minister of Justice and Human Rights of the Republic of Indonesia with decision No.

14. Decision of the Directors of PT Jasa Marga

AHU-20288.AH.01.02 in 2011 dated April 21,

(Persero) Tbk. No. 183/KPTS/2014 dated

2011, and last amended by the Deed of General

October 22, 2014 on Guidelines for Handling

Meeting of Shareholders Extraordinary No.

Gratification of PT Jasa Marga (Persero) Tbk.

95 dated June 21, 2012 were made before Adi Poerbaningsih Warsito, SH., Notary in Jakarta

15. Decision of the Directors of PT Jasa Marga

and has received a letter of acceptance

(Persero) Tbk. No. 60/KPTS/2009 on the

notification from the Directorate General of

Division of Duties and Authorities of the

Law Administration of the Ministry of Justice

Directors of PT Jasa Marga (Persero) Tbk with

and Human Rights No. AHUAH.0.10-25313

amendments, namely the Decree of Directors

dated July 10, 2012.

of PT Jasa Marga (Persero) Tbk No. 199/ KPTS/2011.

7.

Board Manual of the Board of Commissioners of PT Jasa Marga (Persero) Tbk.

16. Decision of the Directors of PT Jasa Marga (Persero) Tbk. No. 197/KPTS/2011 on Guidelines

8.

Board Manual of Directors of PT Jasa Marga

for the Implementation Meeting of the

(Persero) Tbk.

Directors of PT Jasa Marga (Persero) Tbk. 17. Decision of the General Meeting of Shareholders (AGM) that are listed in the Minutes of the AGM.


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Highlights 2014

Management Report


Socialization and Internalization of GCG In addition to the improvement of the rules, the Company also continued the socialization and internalization of GCG to all Jasa Marga employees to ensure adherence to good corporate governance practices. The Company believes that GCG implementation is not enough just by complying with the various regulations, but it must also be demonstrated in everyday practice. The Company believes that by implementing GCG, the confidence of the stakeholders can be maintained and the Company was determined towards Good Corporate Citizen.

Elaboration: 1. Vision & Mission 2. RJPP

Benchmark

Preparation Program

Suggestion

Road Map GCG Jasa Marga

Support: 1. Decision Letter of the Directors No. 77/2005 2. GCG Ethics 3. Business Ethics and Work Ethics 4. Statement of Corporate Intent 5. Board Manual 6. Compliance Report

GCG Good Corporate Governance

Meeting the terms and regulation (mandatory and voluntary) for corporate governance

GGC Good Governed Company

Ability to control business operation, in particular business risks, effectively

GCC Good Corporate Citizen

Becoming an industry and social entity citizen which upholds ethics and be responsible

Value Creation Process 2005-2009

2010-2012

2013-2017

1. Signing of integrity pact by Management 2. Procurement of goods and services in the Company based on applicable regulations and terms set out.

1. Signing of integrity pact by all elements of Jasa Marga. 2. Review of Corporate Governance 3. Review of GCG Guidelines (COCG, COC, conflict of interest, gratification and whistleblowing system) 4. Commitment for Clean Jasa Marga

1. Commitment for Gratification Program Control (PPG) 2. Implementation of PPG in cooperation with KPK 3. Clean SOE Program 4. E-Procurement 5. Implementation of Whistleblowing system 6. GCG assessment based on ASEAN Scorecard 7. Other innovations on GCG

2005 GCG Implementation Kick Off

GCG Implementation consistently and sustainably

Results of GCG Implementation Assessment In 2014, GCG assessment was conducted by an independent consultant which was selected through the procurement of goods/services, by using two (2) parameters of assessment, namely the parameters set by the Ministry of SOEs based on SK-16/S.MBU/2012 dated June 6, 2012 on Indicators/Parameter on the Implementation and Evaluation of Good Corporate Governance (GCG) In State-Owned Enterprises, as well as the parameters set by the ASEAN Scorecard.

216







Glossary


2002 (BPKP)

2003 (BPKP)

2004 (BPKP)

2007 (BPKP)

2010 (SDP)

2011 (Self Assesment)

2012 (SDP)

2013 (Self Assesment)

96.63

95.01

94.6

95.54

87.22

80.09

80.33

80.33

72.34

The Company’s GCG Assessment Results in 2014

2014 (SDP)

Note: In 2012, a new parameter on new assessment was launched, namely based on the SK-16/S.MBU/2012 dated June 6, 2012 on the Indicators/Parameters on Assessment and Evaluation over the Implementation of Good Corporate Governance (GCG) in State Owned Enterprises.

ASEAN Scorecard Jasa Marga follows the GCG Assessment conducted by the Indonesian Institute for Corporate Directorship (IICD), which assesses the practice of corporate governance (CG) based on the ASEAN CG Scorecard. The assessment is based on public information, particularly on the Company’s annual report and website. The results of the assessment showed that the total score of Jasa Marga reached 78.28%. The scores for each Scorecard components are as follows: a. The rights of shareholders: 44%; b. Equal treatment of the shareholders: 58.82%; c. Role of stakeholders: 95.24%; d. Disclosure and Transparency: 84.21%; e. The responsibility of the Board: 71.21%; and Bonus: 6%. Assessment on Clean SOE (Phase 1) Jasa Marga actively participates in SOE Clean Program organized by the Ministry of SOEs. Based on the stages of the assessment carried out by BPKP Team, Jasa Marga obtained the following results: a. The Value perception/questionnaire score: 7.65 b. The value of internal effort/application documents at 9.37


217




Highlights 2014

Management Report



Therefore, Jasa Marga is declared as a “COMMITTED” SOE as shown in the following graph:

Internal Efforts for application Document

Grafik Penilaian BUMN Bersih Tahap 1

Jasa Marga’s Position

Above 7.50 5.00 - 7.50 2.5 - 5.00 Up to 2.5 Up to 2.5

2.5 - 5.00

5.00 - 7.50

Above 7.50

Questionaire Perception Committed Quite Committed Less Committed Not Committed

Corporate Governance Perception Index (CGPI) Jasa Marga actively participates in the Program of Research and Ratings of the Corporate Governance Perception Index (CGPI), which has been carried out routinely by The Indonesian Institute for Corporate Governance (IICG) for 6 (six) times over the past six years with a different theme. In 2014, the CGPI was conducted to assess for 2013, with a theme, “GCG from the Perspective of Learning Organization”. The assessment on CGPI follows several stages as follows:

218

1.

Self-assessment

2.

Document Completion

3.

Preparing a paper.

4.

Observation.






Glossary


85.16

84.52

83.65

83.41

81.62

82.65

Table Improvement of Jasa Marga’s CGPI Score

2008 2009 2010 2011

2012 2013

Based on the assessment of CGPI for 2013 which

participating in relevant GCG exhibition (Anti-

was conducted in 2014, as mentioned above,

Corruption Day) organized by KPK.

Jasa Marga managed to obtain rating of MOST TRUSTED COMPANY with a higher score of 85.16.

3. Clean SOE Program. Jasa Marga proactively enrolls in the Clean SOE

Strengthening the Implementation of Jasa

Program since 2013. The first phase assessment

Marga GCG

was conducted in 2014 by the Assessment

In understanding of good corporate governance,

Team of BPKP. Jasa Marga was then declared

Jasa Marga has basic principles, namely

as a Committed State Owned Company (SOE)

encouraging good corporate governance as

in the SOE Clean Program.

part of the Company’s management through the introduction of a system that reflects

4.

Implementation of Gratification Control.

the principles of information transparency,

As the continuation of the cooperation with

accountability, equality and responsibility.

the Corruption Eradication Commission (KPK) replicating the Gratification Control Program

Jasa Marga has taken various initiatives in the

commitment in 2013, Jasa Marga implemented

implementation of GCG, both initiatives that were

Gratification Control in accordance with the

undertaken by the Company and initiatives that

schedule that has been submitted to KPK in

are assisted by independent parties in achieving

2014, as follows:

sustainable corporate governance. In order to

a.

Training of Trainer for Gratification

strengthen the implementation of GCG in 2014,

Control for all VPs/GMs of the Head

Jasa Marga has made achievements through the

Office and Branches.

following programs, including: 1.

b.

Strengthening Commitment for GCG Implementation.

Designate Gratification Control Unit in the Company.

c.

Circular Letter on Prohibition of

This was done through the signing of the

Gratification in the Company’s internal

Integrity Pact by all elements of Jasa Marga as

and Advertising to Prohibit Gratification

well as by all prospective goods and services

in various Print Media as well as the

suppliers of the Company.

Company’s website. d.

2. Socialization and Internalization of GCG. The activities undertaken were socialization

Report the Gratifications that have been received in relation to Religious Festivities.

e.

Revise the Guidelines in Handling

of GCG to the new employees, providing GCG

Gratification as a follow up of the

materials at the Toll Road Project Management

Directors’ Decision No. 183/KPTS/2014,

Training and socialization of GCG through various media of the Company, as well as

dated October 22, 2014. f.

Management of Report on Gratification that has been received by Jasa Marga’s employees (outside Religious Festivities).


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Highlights 2014

Management Report



5. Whistleblowing Management System. The management of Whistleblowing Management System is done in collaboration with independent and experienced external parties. The Whistleblowing Management System team evaluates the implementation of Whistleblowing System in the Company. 6. Participate Actively in various GCG Implementation Awards/Events. a.

Participation in the Corporate Governance Perception Index (CGPI) Index in 2014 with the achievement as HIGHLY RELIABLE COMPANY.

b.

Participating in the Business Review Award (ABR) in 2014, in which the Company was presented with the 1st rank for the Best GCG Implementation in the year of 2014.

7.

Measurement of GCG Implementation. The activities undertaken were conducting self-assessment on GCG in 2013 and 2014 assisted by an independent consultant which was selected through the procurement of goods/services mechanism. The score obtained in 2014 based on the assessment parameters set by the SOE Minister was at 96.63 or EXCELLENT.

8. Implementation of ISO and SMK3 In order to protect employees, Jasa Marga implementing OHSAS 18000, while to maintain the quality to its customers, the Company implemented ISO 9001: 2008. 9. Performance Measurement To support the Company’s strategy and improve the performance of the Company, since 2008 the Company has applied the Malcolm Baldrige scheme in 2012 before switching to KPKU which is a mandatory scheme issued by the Ministry of State Enterprises. KPKU measures the performance of companies, as stated in the Letter of the Ministry of State Enterprises No. S-153/S.MBU/2012 dated July 19, 2012 on the Performance Report Based on Superior Performance Assessment Criteria (Kriteria Penilaian Kinerja Unggul/KPKU) of SOE. Superior Performance Assessment Criteria (KPKU) is a comprehensive criterion in measuring the performance of SOEs as well as guidance in order to improve the performance of SOEs, so that the SOE can play a greater role in the prosperity of the nation. The results of KPKU of SOE in 2014, the Company secured a total score of 603.25 or an Emerging Industry Leader level, where the process in some areas still vary, the necessary emphasis on deployment is required, integration, continuity and learning.

2009 2010 2011

603.25

577.00

537.25

486.00

450.00

428.00

KPKU Score 2009-2014

2012 2013 2014

Notes: • Total Score of KPKU is 1000 • In 2009: Internal Self-Assessment of Jasa Marga • In 2011: Assessment by IQAF • In 2012-2013: Assessment by SOE (KPKU)

10. Culture of Innovation To build a culture of innovation, the Company implements continuous quality improvement (Quality Improvement Group/KPM and Practical Improvement/PP) so that the quality culture can be established intensively and in an integrated way. These are assessed every year during Quality Assessment Event of Jasa Marga. 220






Glossary


Structure, Policy and Mechanism of Corporate Governance Implementation Governance Structure In accordance with Law No. 40 2007 Chapter I on General Provisions, Article 1, on the Organs of a Company consist of General Meeting of Shareholders, Directors and Board of Commissioners. •

General Meeting of Shareholders (AGM) is a Company’s Organ that has the authority that is no granted to the Directors or Board of Commissioners within the limits specified in the Law and/or Articles of Associations.

•

Directors is an Organ of the Company which is authorized and fully responsible for management of the Company for the benefit of the Company, in accordance with the purpose and goals of the Company and represents the Company, both in and out of court in accordance with the provisions of the Articles of Association.

•

Board of Commissioners is in charge of general supervision and/or special in accordance with the Articles of Association and to provide advice to the Directors.

Jasa Marga already has a comprehensive governance structure, especially in the application of corporate governance principles, as follows:

Governance Structure

GMS

Audit Committee Directors


Corporate Secretary

Risk and Quality Management Division

GCG Compliance

Risk Management

Business Risk & Investment Committee

Internal Audit

Legal Division

Investor Relations


221




The Company’s Organs play a key role in the

Highlights 2014

•

Management Report



Audit Committee

successful implementation of GCG. The Company’s

The Committees that can be established by

Organs perform their functions in accordance with

the Board of Commissioners to assist the

the Laws, the Articles of Association and other

Board of Commissioners, fulfill their duties and

provisions based on the basic principles that each

responsibilities in reviewing the effectiveness

organ is independent in carrying out its duties,

of internal control systems, the effectiveness

functions and responsibilities for the interests of

of the implementation of the duties of external

the Company.

and internal auditors, as well as in reviewing and approving all information and proposals

AGMS, Directors and Board of Commissioners

that were prepared and submitted to other

respect the duties, responsibilities and authority

parties such as the Financial and Non-

of each Organ in accordance with the laws and

Financial Statements, as well as the Company’s

regulations and the Articles of Association. In

Annual Report.

carrying out the duties in running the company, the Directors is assisted by the Corporate Secretary

•

Business Risk and Investment Committee

and Internal Control Unit, as well as other working

The Committee that can be formed by the

units which perform the function in operating the

Board of Commissioners to assist the board in

Company. In carrying out the supervisory duties, the

the implementation of the duties and functions

Board of Commissioners may establish committees,

of the Board of Commissioners to monitor

whose members are one or more members of

regularly and recommend improvements to the

the Board of Commissioners. These committees

risk management, which is being implemented

are responsible to the Board of Commissioners.

and being developed by the Company.

Committees that have been established by the Board of Commissioners are as follows:

•

Nomination and Remuneration Committee In carrying out the functions of the Nomination and Remuneration, the Company has established a system and procedure in determining the remuneration that will be imposed on the Company by referring to the applicable regulations.

•

Corporate Governance Committee In carrying out the functions of Corporate Governance, the Board is actively monitoring the implementation of GCG in the Company.

222







Glossary

Hierarchy of the Company’s GCG Policy Diagram Hierarchy of the Company's GCG Policy

Article of Association

Board Manual

Good Corporate Governance Guidelines

Code of Conduct

Guidelines for Conflict of Interest

Guidelines for Handling Gratification

Other Policies

Guidelines for Whistleblowing System

Standard Operating Procedures

Governance Mechanism Governance Mechanism is a mechanism for GCG implementation, which is reflected in a strong system. This is important, because the implementation of GCG is not enough just to rely on the pillars of governance structure, but there is a need to have a clear rule in the form of proper mechanism. Governance mechanism can be defined as rules, procedures and a clear relationship between the parties that make decisions and parties that control (supervise) the decision. The Company uses the term of governance mechanisms as soft-structure of GCG. Soft-structure is an important aspect in the implementation of GCG, because the soft-structure GCG will be a living document for all ranks and levels of the organization in a company.


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Highlights 2014

Management Report



Governance Mechanism of the Company

BOARD MANUAL Board Manual is a compilation of management practices of the Company which were adapted from regulations (Laws/Regulations), Statutes and mutually agreed best practices in the implementation of GCG. Board Manual is used by the Company’s organs that carry oversight function and management of the Company, namely Board of Commissioners and Directors.

CODE OF CORPORATE GOVERNANCE (COCG) COCG is a set of values and practices that is used as guidelines for the Company’s Organs and Management in managing the Company, which contains the principles of GCG that are in accordance with the laws and regulations, objectives, vision and mission and values of the Company.

GUIDELINES FOR DEALING WITH CONFLICT OF INTEREST Conflict of Interest Guidelines are guidelines for Individual of Jasa Marga to understand, prevent and mitigate Conflict of Interest in the Company.

GUIDELINES FOR WHISTLEBLOWING SYSTEM Guidelines for Whistleblowing System are set of guidelines for Jasa Marga employees in preventing and detecting the potential violation of the Company.

INTEGRITY PACT Integrity Pact is a Statement signed by the Board of Commissioners, Directors and Employees of the Company, which contains pledges to apply the principles of Good Corporate Governance in carrying out the duties and responsibilities.

CODE OF CONDUCT (COC) COC is a system of values or norms that are adopted by all Jasa Marga employees in performing their duties which contain business ethics and behavior of all Jasa Marga individuals in achieving the goals, vision and mission of the Company, among others, the ethical relationship between the Company and Employees, Toll Road Users, Stakeholders, Suppliers, Lenders/investors, government, business partners, competitors, Mass Media, Society and Environment.

GRATIFICATION HANDLING MANUAL Guidelines for Handling Gratification are set of guidelines for every person in Jasa Marga to understand, prevent and control Gratification in the Company.

224


INTERNAL AUDIT CHARTER Internal Audit Charter has a role to improve the control function which is integrated in the Company’s system and ensure the operation of the Company is implemented in accordance with the applicable rules.

CHARTERS OF COMMITTEES UNDER BOARD OF COMMISSIONERS The charter has a role as a guideline for the Audit Committee and Committee for Investment and Business Risk in the execution of duties as in supporting BOC organs. The Committee Charter is flexible and can be done as needed.





Glossary


General Meeting of Shareholders General Meeting of Shareholders (AGM) as the highest authority in the Company has the authority which is no granted to the Board of Commissioners or Directors within the limits set in the Articles of Association and the applicable laws. The authority encompasses the request for accountability of the Board of Commissioners and Directors relating to the management of the Company, changing the Articles of Association, appointing and dismissing the Directors and the Board of Commissioners, division of roles and responsibilities of Directors and others. AGMS of the Company are: •

Annual General Meeting of Shareholders is held each fiscal year no later than six (6) months after the fiscal year of the Company is closed.

•

Extraordinary General Meeting of Shareholders is the general meeting of shareholders which is held at any time when needed.

Throughout 2014, Jasa Marga conducted 1 (one) GMS, namely the Annual General Meeting of Shareholders on March 11, 2014 at the Ballroom of The Dharmawangsa Jakarta, Jl. Brawijaya Raya No. 26, Kebayoran Baru, Jakarta 12160. The Annual GMS has gone through the process of preparation and implementation in accordance with Law No. 40 of 2007 on Limited Liability Companies, Article 81, 82, and 83 as well as the Chairman of Bapepam-LK No. Kep-60/PM/1996 on the planning and realization of the AGM. The process of planning and implementation of the Annual General Meeting of the Company has been stated in the letter submitted to Bapepam-LK, as well as Notification to place an advertising, the Call and Announcement of Annual General Meeting in each of the 2 (two) Indonesian newspapers which national circulation with details as follows:

Preparation Process for AGMS for 2014 Submission on Plan and Agenda of Annual GMS Submit letter to Head of Executive Head for Capital Market Supervisory of OJK through Letter No. AA.AK06.99 dated 30 January 2014 21 March 2013

Announcement and Revision to Announcement of Annual GMS

Invitation to Annual GMS

Submission and Announcement of Resolutions of Annual GMS

Advertisement at Bisnis Indonesia and Investor Daily



07 February 2014

24 February 2014

13 March 2014

Notification of Annual GMS is published through advertisement of the Annual General Meeting at Bisnis Indonesia and Investor Daily on February 7, 2014. The Call (Invitation) for Annual General Meeting of Shareholders was published through advertisement in the same newspaper on February 24, 2014. While the Announcement of the results of the Annual AGM was published via an advertising in the same newspaper on March 13, 2014.


225




Highlights 2014

The Agenda of the Annual GMS were published

Management Report



6) Materials that will be discussed at the Meeting

in Advertised Invitation. In addition to published

have been available at the Company’s office

Agenda of the Annual General Meeting, Annual GMS

since the date of the published Invitation until

also disclosed some notes as follows:

the date of the Meeting and can be downloaded at the Company’s website www.jasamarga.com.

1) The Company does not send a separate invitation to shareholders, because the

7) a. Shareholders or Powers of Attorney of the

advertising is a formal invitation in accordance

Shareholders who will attend the Meeting are

with the provisions of Article 22, paragraph 2 of

requested to submit photocopy of identity

the Articles of Association of the Company.

card (KTP) or other proof of identity to the registration office of the Company prior to

2) Those who are entitled to attend the Meeting of Shareholders are those whose names are

entering the Meeting Room. In the event

registered in the Register of Shareholders

that Shareholders are represented by Proxy,

on Friday, dated February 21, 2014 at 16:15 or

the Proxy Shareholders are requested to

owner of the securities account balances at PT

submit a photocopy of ID card or other proof

Kustodian Sentral Efek Indonesia at closing stock

of identity of the Shareholder power that

trading on Friday, February 21, 2014.

granted authority to the Proxy Shareholders who have been authorized.

3) Shareholders who are not present at the Meeting, may be represented by a proxy. Member of

b. Shareholders in the form of legal entity

the Directors and Board of Commissioners

in order to bring a copy of the Articles of

and the Employees of the Company may act

Association and following changes of final management structure.

as Authorized Shareholders at the Meeting, however the votes cast by the members of the

c. Shareholders whose shares are registered in

Directors, the Board of Commissioners and the

the collective custodian at central securities

Employees of the Company as the power of

depository, PT Kustodian Sentral Efek

attorney of the shareholders are not counted

Indonesia are required to bring a written

during the voting process.

confirmation for the attending the Meeting

4) Power of Attorney form can be obtained during

(KTUR) which can be obtained from

the working hour at: the Company’s Headquarter,

securities companies or custodian bank

at Plaza Tol Taman Mini Indonesia Indah, Jakarta

where the shareholders open a securities

13550 Tel. (021) 8413526, 8413630 ext. 227 and 223, as well as the office of the securities

account. 8) To facilitate a smooth Meeting, shareholders or

administrative office PT Datindo Entrycom Puri

their proxies or Shareholders’ power of attorney,

Datindo-Wisma Sudirman, Jln. Gen. Sudirman

are required to be at the Meeting Place at least

Kav. 34-35 Ph. (021) 5709009 Fax. (021)

30 (thirty) minutes before the meeting begins.

5709026, 5708914. 5) All the Power of Attorney that have been

The Annual GMS was attended by members of

completed must be returned to the Company no

the Board of Commissioners, in which one of its

later than on Thursday, March 6, 2014 until 16:00

members, is the Chairman of the Audit Committee

via the Company’s office or the Office of the

as well as the holders of Dwiwarna shares namely,

Registrar PT Datindo Entrycom.

Series A and Series B Shareholders and/or the authorized proxy with the attendance quorum of 79.909% of all shares with voting rights and has complied with the Articles of Association. The GMS was also attended by the public accounting firm that has audited Financial Statements of the Company as well as the Financial Report of Partnership and Community Development 2013 financial year.

226






Glossary


Number of shares attending Jasa Marga Annual AGMS 2014 Number of Shares

Percentage (%)

5,433,838,600

79.909

Based on the decision of the Board of Commissioners, the Annual General Meeting is led by President Commissioner. The Leader of the Meeting provides the opportunity for shareholders or the shareholders’ power of attorney to submit questions/comments and/or suggestions, which later answered or responded by the leader of the Meeting or someone who is appointed by the Chairman of the Meeting. After all the questions are answered and responded, then voting is held. Only Shareholders or their proxies are legitimate to cast vote. Every holder of one share is entitled to issue one share and entitling the holder to cast one vote. The Company has appointed Notary, Ir. Nanette Cahyanie Handari Warsito Adi, SH., as an independent party that validated the votes and preparing a report on the Minutes of the Meeting.


227




Highlights 2014

Management Report



The Agenda, Resolutions, Voting Results and Follow-up Decisions of Annual General Meeting of Shareholders are as follows:

FIRST AGENDA Approval of the Annual Report for the Financial Year 2013, about the Company’s Activities and Approval of the Implementation of the Supervisory Duties of the Board of Commissioners as well as the Ratification of the Company’s Financial Statements which Ended December 31, 2013. Resolutions of the First Agenda Approve the Annual Report for the fiscal year ended on December 31, 2013, including ratification of the Board of Commissioners’ Supervisory Duties’ Report and the Consolidated Financial Statements for the fiscal year ended on December 31, 2013 which was audited by Public Accounting Firm (KAP) Aryanto, Amir Jusuf, Mawar & Saptoto (RSM AAJ Associates) as contained in its report No. R/042.AGA/sat.2/2014 dated February 12, 2014 with the reasonable opinion in all material respects. 2. With the approval of the Company’s Annual Report including the approval of the Supervisory Duties Report of the Board of Commissioners and the approval of the Consolidated Financial Statements for the financial year ended December 31, 2013, the AGMS granted release and discharge for full responsibility (volledig acquit et de charge) to all members of the Directors and Board of Commissioners for the actions of management and supervision they have carried out during the Fiscal Year ended December 31, 2013, as long as all the actions are not criminal acts and is reflected in the Annual Report and Financial Statements of the Company. 1.

Voting Results Present: 5,433,838,600 votes (100.00%) Agreed: Disagreed: Abstain:

Follow Up -

5,432,914,200 votes (99.98%) 552,500 votes (0.01%) 371,900 votes (0.07%)

Total Agreed: 5,433,286,100 votes (99.99%)

SECOND AGENDA Approval of the Report on Partnership and Community Development Program for Fiscal Year 2013. Resolutions of the Second Agenda Approve the Annual Report on Partnership and Community Development Program for the fiscal year ended on December 31, 2013, including Financial Statements of PKBL audited by Public Accounting Firm (KAP) Aryanto, Amir Jusuf, Mawar & Saptoto (RSM AAJ Associates) as contained in the report No. R/056.AGA/sat.2/2014 dated February 12, 2014 with the reasonable opinion in all material respects. 2. With the approval of the Annual Report of Partnership Program and Community Development (PKBL) for the fiscal year ended December 31, 2013, the AGMS granted release and discharge for full responsibilities (volledig acquit et de charge) to all members of the Directors and the Board of Commissioners Liability for the actions of management and supervision on PKBL for the fiscal year ended December 31, 2013, as long as the actions not criminal and are reflected in the Annual Report of Partnership Program and Community Development (CSR) for the fiscal year ended December 31, 2013. 1.


5,429,464,200 votes (99.92%) 552,500 votes (0.01%) 3,821,900 votes (0.07%)


228


Follow Up -





Glossary


THIRD AGENDA Approval of the Utilization of 2013 Net Profit. Resolutions of the Third Agenda To approve and authorize the use of Net Income for the fiscal year 2013 amounting to Rp. 1,336,316,735,000.00 (one trillion three hundred and thirty-six billion three hundred and sixteen million seven hundred thirty-five thousand rupiah) with the following composition: a. As much as 40% (forty percent) of the net profit of the Company or amounting to Rp 534,526,694,000.00 (five hundred thirty four billion, five hundred and twenty-six million, six hundred and ninety four thousand rupiah) will be distributed as cash dividends to the Shareholders. b. As much as 1.87% (one point eight seven percent) of the net profit of the Company or Rp 25,000,000,000.00 (twenty five billion rupiah) will be allocated as mandatory reserves. c. Amounted to 58.13% (fifty-eight point thirteen percent) of the net profit of the Company or Rp 776,790,041,000.00 (seven hundred and seventy-six billion, seven hundred and ninety million, forty-one thousand rupiah) will be allocated as other reserves which will add the retained earnings. 2. Granting the power and authority to the Directors to further set out more about the procedures and the implementation of the cash dividend distribution in accordance with the provisions of applicable Laws, including rounding up for the payment of dividends per share. 3. The Company will establish reserve funds for the program of corporate social responsibility with the amount according to the needs and capabilities of the Company. 1.


5,432,866,700 votes (99.98%) 600,000 votes (0.01%) 371,900 votes (0.07%)

Follow Up Cash Dividend for 2013 Fiscal Year is distributed on April 23, 2014 based on Directors’ Decision No. 49.1/ KPTS/2014 dated March 12, 2014.


FOURTH AGENDA The appointment of Public Accountant to audit the Consolidated Financial Statements for Fiscal Year 2014 and Financial Report of Partnership and Community Development Fiscal Year 2014. Resolutions of the Fourth Agenda Reappointing Public Accounting Firm (KAP) Aryanto, Amir Jusuf, Mawar & Saptoto (RSM AAJ Associates) to conduct an audit on the Financial Statements of the Company for the fiscal year that will end on December 31, 2014 and Financial Report of Partnership and Community Development (PKBL) of the Company for the fiscal year that will end on December 31, 2014. 2. Granting the power to the Board of Commissioners to determine the Public Accounting Office replacement, in which the office of Aryanto, Amir Jusuf, Mawar & Saptoto (RSM AAJ Associates) cannot continue or perform their duties to complete the audit of the Company’s Financial Statements and Financial Statements of the Partnership and Community Development (PKBL) of the Company for any reasons based on Provisions and applicable Regulations. 1.


5,424,532,200 votes (99.83%) 4,382,400 votes (0.08%) 4,924,000 votes (0.09%)


Follow Up Public Accounting Office (KAP) Aryanto, Amir Jusuf, Mawar & Saptoto (RSM AAJ Associates) as the Company’s public accountant conducts audit on the Financial Statements of the Company for fiscal year of 2014 and Financial Report on Partnership Program and Community Development (PKBL) of the Company since 2014.


229




Highlights 2014

Management Report



FIFTH AGENDA Determining the amount of the Tantiem for Fiscal Year 2013, the salaries, honorarium and allowances and Other Facilities for the Directors and the Board of Commissioners for Fiscal Year 2014. Resolutions of the Fifth Agenda Grant the authority and power to the Board of Commissioners with prior approval of the Shareholder of Series-A Dwiwarna to determine the amount of bonuses for the members of the Directors and Board of Commissioners for the Fiscal Year 2013, and to determine the salaries, honorarium, allowances and facilities and other benefits for members of the Directors and members of the Board of Commissioners for 2014. Voting Results Present: 5,433,838,600 votes (100.00%) Agreed: Disagreed: Abstain:

Follow Up Tantiem for fiscal year 2013 was set at Rp 17,994,117,647



SIXTH AGENDA Directors’ Report Regarding the Use of Proceeds from Public Offering (IPO) in 2007 and Jasa Marga Bond in 2010 and 2013. Resolutions of the Sixth Agenda The Directors has submitted the Report on the Utilization of Proceeds from Public Offering (IPO) of shares in 2007 and Jasa Marga Bonds in 2010 and 2013. The sixth agenda is a report, therefore there was no voting.

-

Follow Up

SEVENTH AGENDA Approval on the Enforcement of Regulations of the Minister of State Owned Enterprise, as follows: a. Regulation of the Minister of State Enterprises No. PER-08/MBU/2013 dated September 10, 2013 concerning the Fourth Amendment of the Regulation of the Minister of State Enterprises No. PER-05/ MBU/2013 dated April 27, 2007 on the Partnership Program of the State Owned Enterprises with Small Business and Community Development Program. b. Regulation of the Minister of State Enterprises No. PER-09/MBU/2013 dated April 19, 2013 on General Policy about Hedging Transactions of the State Owned Enterprises. Resolutions of the Seventh Agenda Enforcement for the implementation of the Regulation of the Minister of State Enterprises, as follows: a. Regulation of the Minister of State Enterprises No. PER-08/MBU/2013 dated September 10, 2013 on the Fourth Amendment to the Regulation of the Minister of State Enterprises No. PER-05/MBU/2007 dated April 27, 2007 on the Partnership Program of the State Owned Companies with Small Business and Community Development Program. b. Regulation of the Minister of State Enterprises No. PER-09/MBU/2013 dated September 25, 2013 on General Policy of Hedging Transactions of the State Owned Enterprises. Voting Results Present: 5,433,838,600 votes (100.00%) Agreed: Disagreed: Abstain:

5,433,466,700 votes (99.99%) 0 votes (0.00%) 371,900 votes (0.01%)


230


Follow Up Implementation of the regulations in the Company.





Glossary


EIGHTH AGENDA Approval for the Changes in the Board of Executives of the Company and/or the composition of the Company’s Board. Resolutions of the Eighth Agenda a. Dismissal with an honor Mr. JOYO WINOTO as a member of the Board of Commissioner. The dismissal became effective since the closing of the Meeting and expressed thankfulness and appreciation for his service during his tenure as a member of the Board of Commissioners. As for granting of release and discharge of responsibility (volledig acquite et de charge) for the period from January 1, 2014 until the date of this Meeting, will be given accountability during the Annual General Meeting in the following year. b. Appoint Mr. BOEDIARSO TEGUH WIDODO as a member of the Board of Commissioner, which became effective since the closing of this AGM until the fifth Annual General Meeting, without undermining the right of the GMS to dismiss the person at any time. c. With the effectiveness of the dismissal and appointment of members of the Board of Commissioners above, then the members of the Board of Commissioners are as follows: 1.

President Commissioner: Commissioner: Commissioner: Commissioner: Independent Commissioner: Independent Commissioner: 2.

Mr AGOES WIDJANARKO Mr. IBNU PURNA MUCHTAR Mr. AKHMAD SYAKHROZA Mr. BOEDIARSO TEGUH WIDODO Mr. SAMSOEDIN Mr. MICHAEL DENDRON PRIMANTO

a.

Change the structure of Directors of the Company as follows: Structure: 1. Mr. ADITYAWARMAN, as President Director, previously President Director 2. Mr. HASANUDIN, as Director, previously Operation Director 3. Mr. ABDUL HADI Hs., as Director, previously Business Development Director 4. Mr. REYNALDI HERMANSJAH, as Director, previously Finance Director 5. Mr. MUH NAJIB FAUZAN as Director, previously as for Human Capital and General Affairs Director

b.

Given this changing, the composition of the Directors of the Company as follows: President Director: Mr ADITYAWARMAN Director: Mr. HASANUDIN Director: Mr. ABDUL HADI Hs. Director: Mr. REYNALDI HERMANSJAH Director: Mr. MUH NAJIB FAUZAN

c.

Division of Duties and Authorities of Directors are determined based on the decision of Directors after consultation with the Board of Commissioners.



Follow Up Decision Letter of the Board of Commissioners No. KEP-106a/V/2014 dated May 16, 2014.


The announcement of the Annual General Meeting

2.

Shareholders whose shares are registered

of Shareholders also reveals the Dividend Payment

in the collective custodian of KSEI, cash

Procedures, as follows:

dividend payments will be done through

1.

The cash dividend will be distributed to

KSEI and will be distributed into the accounts

shareholders whose names are registered

of the Securities Company or Custodian

in the Shareholders List (Recording date)

Bank on April 23, 2014. Proof of Payment of

on April 9, 2014 until at 16:15 and/or

cash dividends will be delivered by KSEI to

Shareholders of the Company which have

shareholders through Securities Company or

accounts at KSEI as of April 9, 2014.

custodian bank where the shareholders open their accounts. As for shareholders whose


231




Highlights 2014

shares are not included in the collective

3.

4.

5.

Management Report



Shareholders who are Foreign Taxpayers,

custody of KSEI, the cash dividend payment

whose tax deduction will be based on

will be transferred to the bank account of the

the Agreement on Avoidance of Double

Shareholders.

Taxation Agreement (P3B) shall meet the

Cash dividends will be taxed in accordance

requirements of the article 26 of the Income

with applicable tax laws and regulations.

Tax Law No. 36 of 2008 and to submit DGT-

The amount of tax charged will be borne by

1 or DGT-2 form which have been legalized

the Shareholders concerned and deducted

by the Tax Office for Listed Companies

from the amount of cash dividends that have

to KSEI or BAE not later than on 15 April

become the right of the Shareholders.

2014 (5 trading days prior to the date of

Shareholders who are legal entities Tax

payment) at 16:00 pm. Without a defined

payers who are yet to have Taxpayer

format documents, cash dividend paid will be

Identification Number (NPWP) are required

subject to income tax Article 26 by 20%.

to submit NPWP to KSEI or the Securities

6.

Shareholders whose shares are placed

Administration Bureau, PT Datindo Entrycom

in KSEI collective custody, evidence of

– Puri Datindo-Wisma Sudirman, Jl. Jend.

the withholding tax on dividend can be

Sudirman Kav. 34-35 Jakarta 10220, Tel.

picked up at the securities company and/

(021) 5709009, Fax (021) 5709026, 5708914

or custodian bank where the shareholders

no later than on April 9, 2014 at 16:00

open a securities account and Shareholders

pm. Without the inclusion of NPWP, cash

scrip taken at the office of Registrar firm, PT

dividends paid to taxpayers in the form of

Datindo Entrycom from April 30 2014.

the legal entity will be subject to income tax by 30%.

Board of Commissioners Board of Commissioners is an organ of the Company who is collectively responsible for the oversight and giving advice to the Directors and ensure that Jasa Marga implements the GCG at all levels of the organization. In order to support the performance of its duties, the Board of Commissioners is assisted by the Audit Committee and Business Risk and Investment Commitee. Composition of the Board of Commissioners As of December 31, 2014, the composition of Board of Commissioners of Jasa Marga comprises of 6 (six) people, as follows: Composition of Board of Commissioners of Jasa Marga Name

232

Post

Legal Basis of Appointment

Shareholders Representative

Agoes Widjanarko

President Commissioner

Resolutions of Extraordinary GMS on January 30, 2012

The State of Republic of Indonesia

Mayjen. (Purn.) Samsoedin



Independent

Irjen. Polisi (Purn.) Michael Dendron Primanto


Resolutions of the Extraordinary Independent GMS on January 30, 2012

Ibnu Purna

Commissioner


Akhmad Syakhroza

Commissioner

Resolutions of the Extraordinary The State of Republic GMS on January 30, 2012 of Indonesia

Boedoarso Teguh Widodo

Commissioner

Resolutions of Annual GMS on March 11, 2013








Glossary


Duties and Responsibilities of the Board of Commissioners Board of Commissioners through collegial works oversees and advises the Directors in operating the Company, in accordance with the Articles of Association and the provisions of the applicable laws and regulations. The position of each Commissioner is equal, however, in carrying out their duties as member of Board of Commissioners, with a principle of ‘primus inter pares’, they are led and coordinated by President Commissioner and in performing their duties, the Board of Commissioners is responsible to the General Meeting of Shareholders (GMS). Members of the Board of Commissioners are appointed and dismissed by the GMS. Accountability of the Board of Commissioners to the GMS is a form of accountability in monitoring and providing advice on the management to the Directors of the Company, as part of the framework of the application of the principles of good corporate governance (GCG). In accordance with the division of works of the Commissioners set out in the Stipulation of the Board of Commissioners of PT Jasa Marga (Persero) Tbk. No. Kep-106A/V/2014 dated May 16, 2014, the Board of Commissioners duties are divided into 6 (six) areas, as follows: 1. Policy and Development Strategy of the Company. 2. Investment. 3. Finance. 4. Technical Aspect of the Road. 5. Toll Road Traffic Services. 6. Organization and Human Resources Development. Description of the Duties of Board of Commissioners is as follows:

Name

Agoes Widjanarko

Position


Area of Duties

Policy and Business Development of the Company

Description of Duties

1. Memberikan masukan, saran dan nasihat terkait dengan kebijakan dan strategi Provide inputs, suggestions and advice associated with the Company’s policy and strategic development as well as coordinating and integrating inputs about the other five fields duties, as part of efforts for: preparation, writing down the Company’s vision and mission, the development of policies and strategies and the Medium Term Plan or Long Term Plan of the Company, including in the preparation and formulation of the Annual Work Plan and Budget of the Company, as well as oversight role on the implementation of the General Meeting of Shareholders, approval of the writing-off books of fixed assets, equity and establishing subsidiaries/joint ventures, buy or sell securities, joint operations and strategic investments. These are valid for a period of more than 3 years or more from 5-10 years in the form of KSO, BOT, BOO and BRT. 2. Provide guidance and recommendations on the decision, evaluation and revision of the corporate vision and mission, the Medium Term Plan and/or Long Term Plan of the Company, as well as the Work Plan and Budget, including the approval to perform actions which have not been specified in the RKAP, as well as the approval for the nomination of representative of the Company to become a candidate member of the Directors and the Board of Commissioners in the joint ventures or subsidiaries that strategic positions. 3. Leading and ensure the achievement of the effectiveness of decision-making, in the Board of Commissioners, joint meeting of Board of Commissioners and Directors, and the General Meeting of Shareholders as well as the application of the principles of good corporate governance in the Board of Commissioners.


233




Name

Management Report


Ibnu Purna

Position

Commissioner

Area of Duties

Investment


1.

2.

Provide input, guidance, recommendations in the formulation of policies and investment strategies and risks of the development of new toll road, obtaining a new toll road concession or acquisition of existing toll roads and divestiture or spin off subsidiaries, as well as in the development of non-toll business. Monitoring and assessing and providing inputs, advice and recommendations in the efforts to improve the efficiency and effectiveness of the technical planning of toll road, investment cost for construction to increase road capacity and the construction of new toll roads as well as the associated business risks, giving approval for the proposed investments/disposals of capital in other companies or set up subsidiaries/joint ventures, giving approval to conduct cooperation with longer period of more than 3 years or 5-10 years in the form of KSO, BOT, BOO, BRT, and so on.

Name


Position

Commissioner

Area of Duties

Finance


1.

2.

3.

234

Highlights 2014

Provide inputs, guidance, recommendations in the formulation of policies and strategies in the management, engineering and strengthening the Company’s financial structure and obtain the cheapest funds needed for investing in the development of new toll road, capacity building, repairing and maintenance of existing toll roads. Provide inputs, feedback, suggestions and recommendations in the drafting of the annual and long-term Work Plan and Budget, a review of the proposed transfer and conversion of fixed assets as guarantees for the Company’s debt worth up to Rp 500 billion in 1 (one) or more transactions within one year, receiving/providing medium-term loans/long-term financial structure that supports un-organic growth and discussion on the annual and quarterly reports. Provide inputs and recommendations in the efforts to develop, improve the efficiency and effectiveness of financial administration, loan control and the utilization of information technology in drafting the financial statements and financial transactions.






Name


Glossary



Position


Area of Duties

Other Technical matters


1.

2.

Provide inputs, guidance, recommendations in areas of the management, maintenance and security of the toll roads in order to meet Minimum Service Standards (SPM) set out by the Minister of Public Works and or reach the level of the high reliability of the toll road, in accordance with the expectations and needs of the users of the toll road. Provide feedback and recommendations in order to improve the efficiency and effectiveness of the repairing works and maintenance of toll roads and facilities/ toll road signs, including the development of Performance-Based Maintenance Contract, risk management and modernization of the operations of toll road.

Name


Position

Toll Road Traffic Service

Area of Duties

Other Technical matters


1.

2.

Provide inputs, guidance, recommendation in order to smoothen the transactions service so that it meets the Minimum Service Standards (SPM) as well as controlling and safeguarding the toll revenues, management, and services that meets safety standards, as well as increased travel speed response time in handling the travel disruption. Provide feedback and recommendations in order to improve efficiency and effectiveness of the use of resources for services and transactions of the toll road traffic.

Name

Akhmad Syakhroza

Position

Commissioner

Area of Duties

Organization and Human Resources Development


1.

2. 3.

4.

Provide inputs, guidance, recommendations in the preparation for determination and adjustment of the organizational structure of the Company at the Head Office, Branches, Subsidiaries as well as preparing the system and governance procedures for the Company. Provide guidance and recommendations on policies to meet the provision of professional, competent and productive human resources and for further development. Together with other Commissioner members, providing inputs and recommendations over the proposed candidates for the Company’s Directors and proposed candidates for the Company’s Commissioners as well as Directors in subsidiary companies to the State Owned Enterprises as Shareholder of Dwiwarna shares, as well as in the event that the Commissioner is asked to recommend the proposed officials in the strategic positions, which is one layer of Director. Provide inputs and recommendations in order to improve efficiency and effectiveness and competitive human resource development and business processes that are customer oriented or toll road users.


235




Highlights 2014

Management Report



Appointment and Dismissal of Board of

of the Directors of PT Bursa Efek Indonesia No.

Commissioners

Kep-305/BEJ/07-2004 on Regulation No. IA on

Members of the Board of Commissioners are

the Registration of Shares and Equity In addition

appointed by the AGM. The Candidates are

to Shares Issued by the Listed Company, where

proposed by Shareholders of Series A Dwiwarna

every public company must have Independent

after going through the nomination process in

Commissioners at least 30% of the total members

accordance with the provisions of the applicable

of the Board of Commissioners. The number

laws and regulations and are conducted in

of Independent Commissioners of Jasa Marga

accordance with the rules of the decision-making

complies with the applicable regulations, where

mechanism in the GMS. The Commissioners have

two of its commissioners are independent

met the general and specific requirements set forth

commissioners or 33% of the total members of the

in the Board of Commissioners Manual and the

Board of Commissioners.

applicable SOE Regulations. Independent Commissioner Criteria Dismissal of members of the Board of

As a public company and has been listed on

Commissioners is also conducted through GMS and

the Indonesia Stock Exchange, Jasa Marga has

through the decision-making mechanism in the GMS.

fulfilled the requirements set out by the capital market regulator with regard to the Independent

Independence of the Board of

Commissioner. Such provisions are as follows:

Commissioners and Independent

1) Coming from outside of the public company.

Commissioners

2) Does not affiliate with the company,

All members of the Board of Commissioners of Jasa Marga act independently and free from intervention as well as pressure from any parties. The Independent Commissioners are members of the Board of Commissioners from outside the company and do not have the financial, management, share ownership and/or family relationship/affiliation with other members of the Board of Commissioners, the Directors, the Shareholders or other relationship with the Jasa Marga, which may affect the ability to

commissioners, directors or shareholders of the company. 3) Do not have a business relationship, directly or indirectly with the business of the company. 4) Does not own shares, either directly or indirectly of the company. 5) Do not work double as a director in other companies which is affiliated with the company. 6) Understanding the laws in the field of capital market.

act independently. Independent Commissioners are selected in a transparent and independent manner,

The number of Independent Commissioners of Jasa

has the integrity and required competence, free

Marga has been complied with the Decision of the

from the influence from other parties for personal

Directors of PT Indonesia Stock Exchange No. Kep-

interests, and can act objectively and independently

305/BEJ/07-2004, with regard to the Regulation No.

based on the principles of GCG.

IA on the Registration of Shares and Equity Shares Issued by the Listed Company, where every public

Independent Commissioners are expected to create

company must have an Independent Commissioner

a more objective and independent climate, and also

at least 30% of the total members of the Board of

to keep the “fairness” and able to provide a balance

Commissioners. Jasa Marga has two independent

between the interests of majority shareholders

commissioners or 33% of the total members of the

and the protection of the interests of minority


shareholders including public shareholders and other stakeholders.

Statement of Independence of the Independent Commissioners

236

One of the duties of members of the Independent

Independent Commissioners do not have

Commissioners is to represent the interests of

shares in the Company, and have no association

minority shareholders. The number of Independent

with members of the Directors and Board of

Commissioners is regulated under the Decision

Commissioners.







Glossary

Affiliate Relationship and Board Membership at Other Companies Family relationship and positions in other companies between a member of the Board of Commissioners with fellow member of the Board of Commissioners and/or members of the Directors and Shareholders for the period of 2014, is as follows: Affiliate Relationship of Board of Commissioners of Jasa Marga Affiliated with Major/ Controling Shareholder



Ibnu Purna

Akhmad Syakhroza


Adityawarman

Hasanudin

Abdul Hadi Hs.

Reynaldi Hermansjah

Muh Najib Fauzan

Ministry of SOEs

Directors

Agoes Widjanarko


Agoes Widjanarko

û

û

û

û

û

û

û

û

û

û

û


û

û

û

û

û

û

û

û

û

û

û


û

û

û

û

û

û

û

û

û

û

û

Ibnu Purna

û

û

û

û

û

û

û

û

û

û

û

Akhmad Syakhroza

û

û

û

û

û

û

û

û

û

û

û


û

û

û

û

û

û

û

û

û

û

û

Adityawarman

û

û

û

û

û

û

û

û

û

û

û

Hasanudin

û

û

û

û

û

û

û

û

û

û

û

Abdul Hadi Hs.

û

û

û

û

û

û

û

û

û

û

û

Reynaldi Hermansjah

û

û

û

û

û

û

û

û

û

û

û

Muh Najib Fauzan

û

û

û

û

û

û

û

û

û

û

û

Ministry of SOEs

û

û

û

û

û

û

û

û

û

û

û

Name

Notes: ü Yes û No

There are no blood relationship to the third degree among members of the Board of Commissioners and between members Board of Commissioners with members of the Directors either vertically or horizontally or relationship by marriage. Members of Jasa Marga Board of Commissioners Hold Positions in Other Companies Positions in Other Companies As member of Board of Commissioners

As Directors

As Shareholder

Agoes Widjanarko

û

û

û


û

û

û


û

û

û

Ibnu Purna

û

û

û

Akhmad Syakhroza

û

û

û


û

û

û

Name

Notes: ü Yes û No


237




Highlights 2014

Management Report



Dual Positions and Conflict of Interest

Work Guidelines and Orders for the

Based on the provisions of the Articles of

Board of Commissioners (Board Charter)

Association, the Board of Commissioners is

Board of Commissioners carried out its duties

prohibited to hold dual positions in the following

based on the Handbook (Board Manual) for

companies:

members of Commissioners of PT Jasa Marga

1. Members of the Directors in the state owned

(Persero) Tbk. which has been established by

enterprise (SOEs), regional government owned

the Decree of the BOC No. Kep 0205/XII/2013

companies (BUMD) and private enterprise.

dated December 30, 2013 on Revised Guidelines

2. Other positions in accordance with the provisions of the applicable laws.

(Board Manual) for members of the Board of Commissioners of PT Jasa Marga (Persero) Tbk.

3. Member of executive board of political parties and or candidates/members of the legislator. 4. Another positions that may pose a conflict of interest.

The Board Manual contains instructions for work procedures of Board of Commissioners. The Board Manual also elaborates the phases of activities in a structured, systematic and easy ways to

During 2014, no member of the Board of

understand and becomes a reference in carrying

Commissioners of the Company that holds dual

out the duties and obligations of the Board of

positions as stated in the Articles of Association of

Commissioners to consistently implement the

the Company.

visions and missions of the Company and in line with the principles of good corporate governance.

For the purposes of transparency and prevent

The Board Manual is based on the principle/basis

conflicts of interest, each member of the Board

of corporate laws, the Articles of Association

of Commissioners of Jasa Marga (including family

and the provisions of the applicable legislation,

members) are required and have made a list of

as well as the best practices of good corporate

shares that are owned in the Company or in other

governance (GCG).

companies. List of share ownership of the Board of Commissioners are kept by the Corporate

The Board Manual is one of the Company’s

Secretary and administered by the Secretary of

commitments in implementing good corporate

the Board of Commissioners.

governance (GCG) consistently in day to day operation of the Company in achieving its missions and visions that have been set.

The contents of the Board Manual are as follows: Chapter I

Introduction Contains a description about the background, purpose and definitions of the things listed in the Board Manual

Chapter II

Board of Commissioner

Chapter III

Directors

Chapter IV

Activities among Company Organs Contains a description of the activities of the Board of Commissioners and Directors which include joint meetings of the Board of Commissioners and Directors as well as general meeting of shareholders.

The content of the Board Manual that is related with the Board of Commissioners is contained in Chapter II, which regulates the following issues: Duties, Obligations, Authority and Rights

Job Ethics

The composition of the Board of Commissioners

Organization and Governance

Committees of the Board of Commissioners Secretary of the Board of Commissioners Performance and Reports of Board of Commissioners

238


Oversight Role of the Board of Commissioners Performance and Reports of the Board of Commissioner





Glossary


Board of Commissioners Meetings In 2014, the Board of Commissioners regularly held meetings, both internal meeting of the Board of Commissioners and joint meeting of the Board of Commissioners with the Directors. In organizing the meeting, the Board of Commissioners has and refers to the Rules of the Board of Commissioners, which is set out in the Board of Commissioners Stipulation No. Kep-0205/XII/2013 dated December 30, 2013 on Revised Guidelines Book (Board Manual) for members of the Board of Commissioners of PT Jasa Marga (Persero) Tbk. point (3) about Conduct and Meeting Attendance, which among others stipulate the procedures of decision-making process. Meeting decisions are taken by deliberation. In the event that consensus is not reached, the decision is taken by majority of votes. The Meetings of the Board of Commissioners consists of internal meetings and meetings which are also attended by the Directors on invitation to discuss various aspects of operational, investment, financial management as well as organization and human resources. The decisions of the Meetings are then submitted to the Directors as inputs and a result of oversight and assessment of the Board of Commissioners, as well as advice for the Directors, which is then submitted to the Directors for further follow-up actions. During 2014, the Board of Commissioners carried out internal meetings of the Board of Commissioners as many as 15 (fifteen) times. Summary of Attendance of Board of Commissioners Members at Internal Meetings of Board of Commissioners in 2014 Name

Number of Minimum Number of Meetings Meetings that Must Attended Be Attended

Percentage of Attendance (%)

Agoes Widjanarko

15

14

Ibnu Purna

15

14

93.33

Akhmad Syakhroza

15

13

86.66

93.33

Boediarso Teguh WIdodo

11

9

81.81


15

15

100


15

15

100 92.52%

TOTAL

Notes: • The absence of members of the Board of Commissioners at the meeting was due to performing their duties outside the city or attending events/important meetings that cannot be represented. • Different Numbers of Minimum Meetings was due to different times of appointment as members of Board of Commissioners.

In addition to internal meetings, the Board of Commissioners also held a Joint meeting with the Directors. The summary of the Joint Meeting of the Board of Commissioners with the Directors are presented in the section of Board of Commissioners’ relationship with Directors. The decisions taken in the meeting of the Board of Commissioners of Jasa Marga have been recorded and well-documented in the minutes of meetings of the Board of Commissioners. The minutes of meetings were signed by the chairman of the meeting and all the participants as well as distributed to all members of the Board of Commissioners who attended the meeting or not. Dissenting opinion that occurred in the meeting will be included in the minutes of the meeting along with the reasons of the dissent. I n order to support the implementation of the duties, the Board of Commissioners are assisted by other supporting organs include the Secretary of the Board of Commissioners, Audit Committee, Committee for Investment and Business Risks. Discussions Regarding the Secretary of the Board of Commissioners, Audit Committee and Committee for Investment and business risks will be discussed in a separate section.


239




Highlights 2014

The Meeting Agenda of the Board of Commissioners in 2014 were among others discussing the following topics: Business Development 1. Policies and investment strategies of new toll roads, including the Trans Java and Trans Sumatra and other toll roads outside Java Island. 2. Evaluation of the progress of the construction of new toll roads. 3. Strategy in the handling the acceleration of land acquisition, especially for toll road sections that were expected to be operated in 2014 and early 2015, as well as the provision of land capping funds needed for 2015 and beyond. 4. Efforts to accelerate land acquisition for toll road projects such as JORR II toll road for sections Cengkareng-Kunciran, KunciranSerpong which are considered showing slow progress, as well as discussion of the study on new toll road sections such as Manado-Bitung and offshore toll road Semarang-Surabaya. 5. Review on achievement of the development of other business and the utilization of fiber optic, property development and maintenance work as well as the development of toll roads at Rest and Service areas (TIP) as well as renegotiate the cooperation agreements that are not favorable for Jasa Marga. 6. Evaluate the target achievement of the acquisition of new toll road concessions. 7. Development of mass public transportation modes that will utilize Jasa Marga’s toll road corridor. Operations 1. Progress in handling the management of Electronic Entry Identity Card (Kartu tanda Masuk Elektronik/KTME). 2. Discussion of the quality and service of toll road to the toll road users, such as by accelerating the installation of Automatic Toll Gate (GTO). 3. Evaluation of the achievement of the length of toll roads that have met the Minimum Service Standards (SPM) indicator in all branches and subsidiaries especially after the Commissioners and the Directors agreed that the SPM indicator being used must be higher than the SPM standards set by the Government, therefore it will be easier to meet the required SPM as demanged by the government as prerequisite for tariff increase in 2014.

Management Report



4. Discussion on safeguarding the toll income through the re-establishment of the information technology and communications related to its application on toll revenues collection process. 5. Discussion on the improvement of human resources in the operational of toll roads and Subsidiaries of Jasa Marga, such as PT Jalantol Lingkarluar Jakarta, PT Jasamarga Bali Tol, and so on. Finance 1. Evaluation of financial performance (RKAP 2014) for Semester 1 2014, as one of evaluations on whether the performance in the financial sector is in accordance with the target and evaluate the work programs that are not working effectively or less realistic for fixed/revised as necessary. 2. Assessment and evaluation of the achievements of RKAP 2014 in comparisons to the achievement of goals and targets for 2013-2017 RJPP, and evaluation of 2013-2017 RJPP. 3. Discussion and determination of policies, strategies and assumptions that would be used to prepare the RKAP 2015. 4. Discussion of the proposed allocation of net profit of the financial year 2013 and the payment of dividends to shareholders and the remuneration for the Directors and the Board of Commissioners in 2014. 5. Discussion and determination of RKAP 2015. 6. Discussion and evaluation on projected financial statements until the end of December 2014. 7. Discussion and evaluation of the achievements of the Directors in the Management Report. 8. Discussion the Proposed Bonds Issuance of Jasa Marga in 2014. Human Resources and General Affairs 1. Monitoring and evaluation of the positions formation. 2. Discussion of the preparation of job descriptions and duties of Directors in accordance with the mandate of the Annual General Meeting of Shareholders for fiscal year 2013. 3. Discussion on the Internal Control of the Subsidiaries. 4. Discussion and approval of the proposed candidates for Directors and Commissioners in Subsidiaries. 5. Discussion of various legal issues related to land acquisition and employment contract with a third party (contractor). 6. Discussion of issues relating to the revision of the system and procedures for the writing-off of the Company’s assets.

240






Glossary


Corporate Governance 1. Discussion and determination of the annual work program of the Board of Commissioners, the Secretary of the Board of Commissioners, Audit Committee and Committee for Investment and Business Risk. 2. Discussion and procurement services of an independent consultant who will conduct assessment of the implementation of the Corporate Good governance in Jasa Marga 2014. 3. Discussion and fill out the checklist questions related to the implementation of good corporate governance by each member of the Commissioner, the Secretary of the Board of Commissioners, Audit Committee and the Committee for Investment and Business Risk. 4. Discussion on the results of assessment of the implementation of good corporate governance in the Board of Commissioners, Committees and the Secretariat of the Board of Commissioners for 2014. 5. Discussion of reports on “self-assessment” performance of the Board of Commissioners in 2014. 6. Discussion and evaluation of the directives of the Board of Commissioners to the Directors regarding the internal control, information technology, procurement, compliance of the Directors to the RKAP 2014, RJPP 2013-2017, compliance with the applicable laws and regulations and the quarterly management reports. 7. Discussion and the procurement of external auditors (public accounting firm) who will conduct a general audit of Jasa Marga in 2015. In addition to internal meetings, the Board also held a joint meeting of the Board of Commissioners with the Directors. Summary of the Joint Meeting of the Board of Commissioners with the Directors are elaborated in detail in Section Relations between the Board of Commissioners with the Directors. Procedures, Basis of Decision and Amount of Remuneration of Members of Board of Commissioners Based on Article 96 verse (1) of the Law on Limited Liability Company No. 40 of 2007 and Regulation of the State Minister for State-Owned Enterprises No. PER-04/MBU/2014, dated March 10, 2014 on Guidelines for Determination of Income for Directors, Board of Commissioners and the Board of Trustees of State Owned Enterprises, the salaries and benefits of Directors determined by the AGM decision. The authorization pursuant to Article 96 paragraph (2) may be delegated to the Board of Commissioners. As a follow-up of the decision of Annual General Meeting of Shareholders (RUPS) for the year 2013, in the financial year 2014, the Board of Commissioners has received a mandate of authority to propose salaries and benefits as well as facilities for President Director and the amount of bonuses for Directors and Board of Commissioners. Based on the authority, the Board of Commissioners have submitted proposal to the Minister of State Owned. The SOE Minister’s decision has been followed up by the Board of Commissioners to deliver a letter to the Board for further action. Remuneration of the members of the Board of Commissioners for 2014 consists of salary/honorarium, allowances, facilities, bonuses/ performance incentives, and full insurance office. Procedure in Determining Remuneration for Board of Commissioners’ Members BOARD OF COMMISSIONERS

GENERAL MEETING OF SHAREHOLDERS (GMS)

Conducting a Review on Remuneration

Studying the Proposed Remuneration

Proposing to the GMS

Giving Approval of the Remuneration


241




Highlights 2014

Management Report



Remuneration of the Board of Commissioners at present have followed the rules, in which the Board of Commissioners Remuneration consists of: Salary/Honorarium, Allowance, Facilities, Tantiem/Performance Incentives and Post Job Insurance with the proportion of the amount of salary as follows: • President Commissioner: 40% of the salary of President Director. • Commissioner member: 36% of the salary of the President Director. Determination of income in the form of fixed salary/honorarium, compensations and facilities are applied by taking into account the revenues, assets, financial conditions and the financial ability of the Company, as well as the rate of inflation and other factors that are relevant and do not conflict with applicable laws and regulations. While allowances and bonuses, which are variable, are applied by taking into account the achievement of targets, the level of health and financial capabilities of the Company as well as other relevant factors. The income of Board of Commissioners of the Company are determined by the GMS which is valid for one year. Remuneration structure of Board of Commissioners Based on the Regulation of the Minister of State Enterprises Per-04/MBU/2014 on Guidelines for Determination of Income of Directors, Board of Commissioners and Board of Supervisors in SOEs, the structure of the remuneration of the Directors are as follows: Remuneration structure of Board of Commissioners: 1. Salary 2. Allowances a. Religious holiday allowance (THR) b. Communication allowance (applied only up to March 2014) c. Compensation for Post Job d. Official Clothing Allowances 3. Special Allowance for Board of Commissioner: Transportation Allowances. 4. Facilities. a. Vehicles facility (if the executives were not given transportation allowances). b. Facilities/Health Insurance/Medical Reimbursement facilities. c. Facilities for Professional Association. d. Legal Aid facilities. 5. Tantiem. Realization of Remuneration of Board of Commissioners in 2014 Remuneration of Members of Board of Commissioners in 2014

(in Rupiah)

Compensation/Year Name

Salary/Year

Transport

Telecommunication 6,600,000

THR

Tantiem

Agoes Widjanarko - President Commissioner

621,900,000

Ibnu Purna - Commissioner

558,900,000 107,595,000

5,940,000 46,575,000

1,005,882,353 1,724,892,353

Akhmad Syakhroza - Commissioner

558,900,000 107,595,000

5,940,000 46,575,000

1,005,882,353 1,724,892,353

51,750,000

1,117,647,059 1,916,547,059

89,200,161

1,341,290 46,575,000


558,900,000 107,595,000

5,940,000 46,575,000

1,005,882,353 1,724,892,353

Irjen. Polisi (Purn.) Michael Dendron Primanto - Independent Commissioner

558,900,000 107,595,000

5,940,000 46,575,000

1,005,882,353 1,724,892,353

Boediarso Teguh Widodo Commissioner*

Joyo Winoto - Commissioner **

450,725,806

119,550,000

91,974,194

18,394,839

4,598,710

-

-

*) Appointed as Member of the Board of Commissioners since the closing of the Annual General Meeting on March 11, 2014. **) Holding the position as a Member of the Board of Commissioners until the closing of the Annual General Meeting on March 11, 2014.

242

Total Income/ Year


-

587,842,257

114,967,743





Glossary


Board of Commissioners Competency Development and Training Programs During 2014, members of the Board of Commissioners have participated in trainings and seminars as follows: Pengembangan Kompetensi yang diikuti oleh Anggota Dewan Komisaris Tahun 2014 No.

Member of Board of Commissioners

Subject

Organizing Institution

Date & Venue

1.

Ibnu Purna

Workshop on Advancing GCG Self Assessment

JSM Management Consultant

Jakarta, 16-17 April 2014

2.


National Seminar on Internal Audit (SNIA) “Developing an Integrated Assurance for Achieving Triple Bottom Lines: Profit, People and Planet”

Internal Audit Education Foundation (YPIA)

Lombok, 16-17 April 2014

3.


Workshop for Executive and Commissioner/Supervisor of SOE “Crisis and Energy Turbulence as well as its Impact on SOEs”

BUMN Executive Club

Jakarta, 14 May 2014

4.

• Ibnu Purna • Irjen. Polisi (Purn.) Michael Dendron Primanto

Workshop on Setting up Key Performance Indicator (KPI) in Improving SOEs Competitiveness

Media Pekerja BUMN

Bandung, 20 June 2014

5.


Internal Auditing European Conference 2014 & On-Site Learning

Perhimpunan Auditor Internal Indonesia (PAII)

Hungary-German, 13-21 September 2014

6.

Akhmad Syakhroza

Role of Accountant in Realizing Sustainable Development Through Integrated Reporting

Economic Faculty of Mataram University

Lombok, 24-27 September 2014

7.


The Asian Confederation of The Institute of Internal Auditors (ACIIA) 2014 Conference “Is the Game Changing?”

The Institute of Internal Auditors Indonesia

Bali, 23-25 November 2014

8.

Ibnu Purna

Improving Competencies in Risk Management, Workshop ERM Fundamentals ISO31000 & Conference

CRMS

Bali, 01-05 December 2014

Decisions of Board of Commissioners in 2014 As part of the implementation of their duties and responsibilities, the Board of Commissioners of Jasa Marga continues to encourage the implementation of monitoring and advisory functions that are more effective. During 2014, the Board of Commissioners had issued various decisions as realizations of the board’s monitoring role, as follows: 1. Formation of Negotiation Committee to Negotiate Public Accountant Services of PT Jasa Marga (Persero) Tbk. for Fiscal Year 2014. 2. Termination and Appointment of Chairman and Member of the Committee for Investment and Business Risk of PT Jasa Marga (Persero) Tbk. 3. Reappointment of Chairman and Members of the Audit Committee of PT Jasa Marga (Persero) Tbk. 4. Holding General Meeting of Shareholders and Appointment of a Member of Board of Commissioners to Lead the GMS (General Meeting of Shareholders) of PT Jasa Marga (Persero) Tbk. 5. The Committee of the Board of Commissioners of PT Jasa Marga (Persero) Tbk. 6. Determination of the Secretariat Office of the Board of Commissioners of PT Jasa Marga (Persero) Tbk. 7. Determination of Income, Allowances and Supported Facilities of the Organs of the Board of Commissioners of PT Jasa Marga (Persero) Tbk. 8. Revision of the Division of Duties of Board of Commissioners 2014. 9. Revision of the Determination of Income, Allowances and Supported Facilities of the Supporting Organs of the Board of Commissioners of PT Jasa Marga (Persero) Tbk. 10. Approval and Ratification of the Review of RJPP 2013-2017 set out by PT Jasa Marga (Persero) Tbk. 11. The establishment of a Committee for the procurement of a Consultant’s service to assess the implementation of the Corporate Governance for fiscal year 2014.


243




Highlights 2014

Management Report



Monitoring and Evaluation of the Follow up of

ahead and its completion can be accelerated. If

Decisions of Board of Commissioners-Directors

there are new developments that hinder or prevent

Joint Meetings in 2014

the decision to be completed, then it will be

In the implementation of monitoring and providing

reviewed and discussed again with the Directors.

advice to the Directors in the operational of the Company, the Board of Executives together with the

Achievement of Board of Commissioners

Directors discuss the problems being encountered

Key Performance Indicators (KPI) 2014

by the Company and seek the best solutions which

In 2014, the performance of the Board of

are mutually agreed that need to be followed up

Commissioners in perspective of “Internal Process

by the Directors. Decisions of meetings encompass

of Board of Commissioners” which consists of six

aspects of investment in toll roads and non-toll

(6) performance indicators, recorded a performance

roads, operations as well as finance and human

increase, namely from 1.78 to 1.94 points. However,

resources. The decisions may contain elements of

the performance in performing oversight role on

planning, policies and strategies, as well as their

the efforts of Directors to achieve the target for

implementation. Board of Commissioners paid a

concession rights acquisition and the additional

great attention that the decisions of the meetings

new toll road operation had not fully succeeded

that have been discussed and agreed during the

yet, because the achievement of targets are highly

Joint Meeting of Board of Commissioners-Directors

influenced by factors that are beyond the control of

are acted upon by the Directors.

the Directors, such as land acquisition process which is completed takes a long time to complete and so on.

Based on the results of the monitoring and evaluation of the Board of Commissioners for

Overall, the actual achievement of key performance

2014, in principle, large parts of the evaluation

indicators of the Boards of Commissioners in 2014

and monitoring results had been followed up,

was very good, which reached a score of 4.80

and some decisions are still in the process of

points and a slight increase from the achievements

completion. Therefore, one of the next focuses of

recorded in 2013 of 4.78. Details of the realization of

the Board of Commissioners is to ensure that the

the achievement of key performance indicators of

decisions that are still in the process, can still go

the Board of Commissioners in 2014 are presented in the following table:

Realization of Board of Commissioners’ KPI 2014 No.

Key Performance Indicator

Weight (%)

KPI Value Target

Actual

1.

GMS (RUPS)

15

0.75

0.75

2.

Finance Supervision

11

0.55

0.55

3.

Supervision on Operations

10

0.50

0.50

4.

Supervision on Development

10

0.50

0.36

5.

Supervision of Human Resources

4

0.20

0.20

6.

Supervision on Compliance

10

0.50

0.50

7.

Internal Process of Board of Commissioners TOTAL

40

2.00

1.94

100

5.00

4.80

Committees under Board of Commissioners Committees under the Board of Commissioners are the organs of the Company that have the responsibilities to support the Board of Commissioners and is collectively responsible to assist the Board of Commissioners in performing the functions of monitoring and providing advice to the Directors. The Committees that are supporting the Board of Commissioners of Jasa Marga include the Audit Committee and the Business Risk and Investment Committee. The Committees of the Board of Commissioners will be discussed separately.

244





Directors


Glossary


requirements are specific, tailored to the needs and

Directors are the organ of the Company which has the duties and collectively is responsible for managing and implementing the Company’s corporate governance at all levels of the organization. In performing its duties, the Directors are responsible to the GMS. Accountability of the Directors to the GMS is the embodiment of the management accountability in accordance with the principles of GCG.

nature of the Company’s business. The Directors consists of 5 (five) members, namely one (1) President Director and four (4) Directors. All Directors reside in Indonesia. Directors are appointed by the GMS, with the period of five (5) years for each member of Directors and may be reappointed according to the decision of the GMS. The position of members of the Directors expires if he/she resigns, no longer meet the requirements, died, dismissed by the

Members of the Directors are appointed and dismissed by the General Meeting of Shareholders (GMS), where the GMS is attended by Shareholders of Series A Dwiwarna and the decision was approved by the General Meeting of Shareholders of Series A Dwiwarna.

Board of Commissioners or by decision of the AGM. The appointment of Directors has passed the fit and proper test in accordance with the applicable laws and regulations of GCG. All members of the Directors are required to have the integrity, competence and reputation that are adequate. Composition of the Directors are declared in order

Requirements, Membership and

to be able to carry out management activities in

Composition of Directors All members of the Directors of the Company have met the formal and material requirements. The formal requirements are general in nature, according the applicable laws and regulations, while the material

accordance with the vision and mission as well as the Company plans both for short term and long term. The Directors consists of five (5) members with the following composition:

Composition of Jasa Marga Directors Name

Position

Basis of Appointment

Adityawarman

President Director

Resolution of Extraordinary GMS on 20 January 2012

Hasanudin

Operation Director


Abdul Hadi Hs.



Reynaldi Hermansjah

Finance Director


Muh Najib Fauzan

Human Capital and General Affairs Director


Fit and Proper Test All members of the Directors of Jasa Marga have the integrity, competence, reputation and the experience and expertise needed to carry out their respective functions and duties. The Mechanism to pick up or nominate a candidate for the Directors is stipulated in the Regulation of the Minister of State Enterprises No. PER-01/MBU /2012 dated January 20, 2012, with the last change that Regulation of the Minister of State Enterprises No. PER-09 /MBU/2014 dated July 17, 2014 on the Third Amendment to the Regulation of the State Minister for State-Owned Enterprises No. PER-01/MBU/2012 on Terms and Procedures for Appointment and Dismissal of Directors of the State-Owned Enterprises. Shareholders of Dwiwarna carry out the fit and proper test by using the services of an independent party. Results from an independent party is then submitted to the GMS for further elaboration.


245




Highlights 2014

Management Report



Under the regulation, the status of the fit and proper test on the Directors in 2014 is as follows: Fit and Proper Test Status of Jasa Marga Directors Name

Domicile

Fit and Proper Test

Adityawarman

Jakarta

Passed

Hasanudin

Jakarta

Passed

Abdul Hadi Hs.

Jakarta

Passed

Reynaldi Hermansjah

Jakarta

Passed

Muh Najib Fauzan

Jakarta

Passed

Duties and Responsibilities of the

a. The achievement of the Company’s targets

Directors

based on its objectives and aims, Vision and

In performing its duties and responsibilities, the

Mission as well as the Company’s Long-Term

Directors always uphold and use the guidance of the

Plan (RJPP), and the responsibility in the

Articles of Association as well as internal provisions and prevailing laws and regulations.

operations of the Company. b. The implementation of the management and control of the functions of the Corporate

The main duties of Directors are as follows:

Secretary, Internal Control and Risk Management.

• To lead and manage the Company in accordance with the Company’s objectives and aims, as well

Operation Director

as to continuously make every effort to improve

The Duties and Authorities of the Director of

the efficiency and effectiveness of the Company.

Operations are to lead and ensure the achievement

• To control, maintain and manage the Company’s assets.

of the Company’s targets based on the objectives and aims, Vision and Mission as well as RJPP, and being responsible for the running of the Company

The Directors undertake their duties of managing

in the field of toll road operation and maintenance,

the Company for the interests and meeting the

comprising of:

objectives of the Company and represent the

a. Toll road operation in order to provide excellent

Company both inside and outside the court in

service to toll road users.

accordance with the mandate of the Shareholderd

b. Toll fees collection.

as stated in the resolution of GMS. The Directors

c. Maintenance and improving toll roads along with

are accountable for performing their duties to

the facilities carried out either by the Company or

the shareholders through the GMS. The Directors

in cooperation with business partner.

continuously follow up the findings of audit and

d. Toll road security system.

recommendations resulted from the audit of internal

e. Risk management related to toll road operation

auditors and external auditors. The members of the

as well as maintenance and improving toll roads

Directors are appointed and dismissed by the GMS.

along with the facilities.

In order to further synchronize with the Vision and


Mission of the Company, based on the Decision of


the Directors No. 60/KPTS/2009 dated 30 March

Business Development are to lead and ensure the

2009, with the latest change through the Decision

achievement of the Company’s targets based on the

of Directors, No. 199/ KPTS/2011 dated December

Company’s objectives and aims, Vision and Mission,

30, 2011, about the duties and responsibilities of

and RJPP, and being responsible for the running of

each Directors the duties and responsibilities of

the Company in the field of business development,

each member of the Directors are as follows:

which covers: a. Management of investment activities in

246

President Director

developing new toll roads carried out either

The Duties and Authorities of the President Director

by the Company, Subsidiaries and/or in

is to lead and ensure:

cooperation with business partner.






b. Management of activities of developing other businesses by maximizing the potential sources of the Company, Subsidiaries and/or in cooperation with business partner. c. Supervision and control the performance of the Subsidiaries.

Glossary


g. Risk management related to policies in management and development of human capital, general affairs and legal matters. h. Management and supervision of the implementation of Good Corporate Governance principles within the Company.

d. Management and development of technology in toll roads and other businesses development. e. Risk management related to investments in new toll road development and in other businesses.

The additional duty and authority of Human Capital and General Affairs Director in relation to the management and supervision of the implementation of Good Corporate Governance principles within the

Finance Director

Company is based on the Decision of the Directors


No. 199/KPTS/2011 dated 30 December 2011 on

Finance are the lead and ensure the achievement

the Change in the Decision of the Directors of PT

of the Company’s targets based on the Company’s

Jasa Marga (Persero) Tbk. No. 60/KPTS/2009 on

objectives and aims, Vision and Mission, and RJPP,

Distribution of Duties and Authorities of Directors

and being responsible for the running of the Company

(the addition of Letter h in Article 1 Paragraph (5) in

in the field of finance along with the Company’s

Decision of the Directors of PT Jasa Marga (Persero)

information and technology, comprising of:

Tbk. No. 60/KPTS/2009 on Distribution of Duties

a. RKAP (corporate work and budget plan) and

and Authorities of Directors).

RJPP. b. Financial control of the Company.

With the said additional duty and authority, Jasa

c. Management of the Company’s financial

Marga Directors have then appointed one member

investment portfolio. d. Management of the Company’s information technology.

of the Directors, i.e. Human Capital and General Affairs Director as the Director responsible for the implementation and supervision of GCG at

e. Risk management for finance-related policies.

the Company. This also shows that the Company

f. Management of partnership program and

responds to the enactment of the Decision of the

community development program (PKBL).

Secretary to the State Ministry for SOEs No. SK16/S.MBU/2012 dated 06 June 2012 on indicators/

Human Capital & General Affairs Director

parameters of assessment and evaluation of Good

The Duties and Authorities of the Director of Human

Corporate Governance implementation at SOEs.

Capital and General Affairs are the lead and ensure the achievement of the Company’s targets based on the

Independence of Directors

Company’s objectives and aims, Vision and Mission,

The Directors are appointed to run all actions

and RJPP, and being responsible for the running of the

related to the management of the Company or

Company in the field of human capital development,

relationship with other parties independently

activities in general affairs and legal, comprising:

without interference of any other parties or of those

a. Development of the Company’s organization and

that would conflict with the rules and regulations as

management. b. Development of system and procedure of the human capital management. c. Development of competency of the human capital. d. Development and preservation of corporate culture. e. Management of the activities of logistics and

well as with the Company’s Articles of Association, which materially may intrude on the objectivity and independence of the Directors in carrying out their tasks that are intended solely for the interests of the Company. Based on the Company’s Articles of Association, among members of Directors and between each member of the Directors and each member of the Board of Commissioners is not

the Company’s assets security as well as other

related by blood within the third degree, both

general affairs activities.

vertically and horizontally, or by marriage.

f. Management of legal service function.


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Management Report



Directors Dual Positions

Work Guidelines and Orders for the

Based on Article 11 Paragraph (13) of the Company’s

Directors (Board Charter)

Articles of Association, members of the Directors are

In carrying out their duties, the Directors refer to the

prohibited to hold dual positions as:

work guidelines for Board of Commissioners and

1. Member of Directors at SOEs, local government-

Directors (Board Manual). Board Manual comprises

owned enterprises, and private owned

guidelines on work procedures for the Board of

enterprises, as well as other positions that may

Commissioners and Directors and explanation

cause conflict of interest.

on stages of activities in manners that are well-

2. Other structural and functional positions at any central and local government institutions. 3. Other positions according to prevailing rules and

structured, systematic, easily understood, applicable consistently, and serving as reference for Board of Commissioners and Directors in carrying out each of their duties to reach the Company’s Vision and

regulations.

Mission, while achieving high work standard in line In 2014, none of the members of Jasa Marga

with the principles of GCG.

Directors holds dual positions as stated in Article 11 Paragraph (13) of the Company’s Articles of

Board Manual is created in view of the principles

Association.

of legal corporation, provisions of Articles of Association, prevailing rules and regulations, directions from Shareholder as well as best practices of Good Corporate Governance.

Content of the Board Manual is as follows: Chapter I

Introduction Contains description on the background, aims and purposes, as well as definition of items stated in Board Manual.

Chapter II

Board of Commissoner

Chapter III

Directors

Chapter IV

Activities of the Inter Organs of the Company Contains a description of the activities carried out within the framework of labor relations board of commissioners and directors include about a joint meeting of the board of commissioners and directors general meeting of shareholders.

The arrangements of the Board Manual relating to Directors are contained in Chapter III of the Directors, which regulate the following points: Duties of Directors

Introduction Program and Capability Enhancement

Obligations of Directors

Professional Ethics of Directors

Authorities of Directors

Meetings of Directors

Rights of Directors

Performance Evaluation of Directors

Requirements of Directors

Corporate Secretary

Membership of Directors

Internal Control System

Directors Competency Development and Training Programs In 2014, members of the Company’s Board of Directors have participated in trainings and seminars as follows: Competency Development of Members of Directors in 2014 Member of Directors

248

Subject


Date & Venue

Muh Najib Fauzan

Seminar on National Internal Audit

Yayasan Pendidikan Internal Audit (YPIA)

Lombok, 16-17 April 2014

Reynaldi Hermansjah

Seminar Common Language Financial Reporting Standards

Indonesian Institute of Accountants

Yogyakarta, 11-12 June 2014







Glossary

Directors Meetings In 2014, the Board of Directors held internal meeting as many as 48 (forty-eight) times. Recapitulation of Attendance of Directors in Directors Meeting in 2014 Name

Number of Meetings in the Year

Job Title

Number of Meetings Attended

Percentage of Attendance (%)

Adityawarman

President Director

48

47

97.91

Hasanudin

Operation Director

48

45

93.75

Abdul Hadi Hs.


48

44

91.66

Reynaldi Hermansjah

Finance Director

48

43

89.58

Muh Najib Fauzan


48

43

TOTAL

89.58 92.49%

Note: Absence of Members of Directors at meetings was due to their being assigned out of town or attending important meeting/event unable to be represented.

Decisions made in Jasa Marga Directors’ Meetings

d.

Standardization of the Toll Gate design

have been well recorded and documented in Directors’

e.

The control of Magnetic Official Card (KDM) at inner city toll road

Minutes of Meeting, which are signed by meeting chairman and distributed to all members of Directors

f.

Trial of New E-Toll Pass

who are both present and absent at the meetings.

g.

Operating the Meruya 3 and 4 toll gates

Dissenting opinion along with its reasons during the meeting will be stated in the Minutes of Meeting.

3. Finance a. b.

follows: 1.

Business Development a. b. c.

Change of schedule for dividend payment phases

Agenda of Directors’ Meeting among others were as

Issuance of Bonds through regular public offering (PUB) Phase II on regular basis

Study on the plan to develop over the sea

c.

Purchase PT Ismawa shares

toll Road

d.

Capital injection into PT TMJ

Potential land for property development in

e.

Final Draft of RKAP 2015

Depok-Antasari toll road corridor

f.

Approval and Determination RKAP 2015

Plan to develop rest and service area at

g.

Capital injection to PT MSJ

Km 88, Cipularang d.

Property development at Ex-Workshop land

e.

4. Human Resources and General Affairs a.

Distribution of duties of directors for risk management policy and Quality/K3

Establishment of a subsidiary to manage TIP

b.

Distribution of Duties of Directors

f.

Development for Non Toll Business in Bali

c.

Replacement of Executives at Subsidiaries

g.

Business development and optimization

d.

Recruitment of Th Fresh Graduates 2014

of potential area along Bali-Mandara Toll

e.

Implementation of Human Capital Management System in subsidiary firms

Road. f. 2. Operation a.

Policy for operational management and fulfillment of operational officers at

Revew of organizational structure of rest area business units

g.

Study of Organizational Structure of PT JLJ

Subsidiary firm b.

Program to accelerate the construction of JORR W2 North

c.

Implementation of E-Toll Card in closed system


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Highlights 2014

Management Report



Decisions of Directors in 2014 In 2014, members of the Directors have issued various decisions in the aspects of human resources management, finance, and business operation, as well as strategic aspect. The Directors have issued a total of 179 decisions in 2014, among others as follows: ✓✓

Wealth report of State officials (LHKPN) employees of the Company

✓✓

Standar Procedure Financial Transactions PT Jasa Marga (Persero) Tbk.

✓✓

Guidelines for Coaching, Mentoring and Counseling

✓✓

Guidelines for Examination and Inspection of the Implementation Toll Road Operation

✓✓

Standar Operating Procedures for Procurement of Goods/Services in the Corporate Environment

✓✓

Program Social Security Workers at PT Jasa Marga (Persero) Tbk

✓✓

Division of Duties and Authorities of the Board of Directors of PT Jasa Marga (Persero) Tbk.

✓✓

Determinig job title for members of Directors apart from President Director in accordance with duties and authorities

✓✓

Guideline for Socialization and Evaluation of Vision, Mission and Corporate Values

✓✓

Guideline for management of employee satisfaction and engagement

✓✓

Policy on information technology governance of PT Jasa Marga (Persero) Tbk.

✓✓

Master Plan for Information Technology of PT Jasa Marga (Persero) Tbk. for period of 2014-2018.

✓✓

Report on wealth of State Officials (LHKPN) for employees of the Company

✓✓

Standard Procedure for finance transactions of PT Jasa Marga (Persero) Tbk.

Procedures, Basis of Decision and Amount of Remuneration of Members of Directors Referring to Article 96 Paragraph (1) of Law of Limited Liability Company No. 40 of 2007, the amount of salary and allowance of Directors is decided based on resolutions of GMS. This authority, based on Article 96 Paragraph (2) may be delegated to the Board of Commissioners. Meanwhile, Article 113 of Law on Limited Liabilities Company No. 40 of 2007 regulates that the amount of salary and allowances of the Directors are decided by GMS. Procedure for Determining Remuneration of Directors DIRECTORS

GENERAL MEETING OF SHAREHOLDERS (GMS)

Conducting review before determining remuneration

Reviewing remuneration proposal

Proposing to GMS

Giving approval on remuneration

The form of allowances, facilities, and other components included in the component of income (other than salary) refers to the Regulation of the State Minister Per-04/MBU/2014 dated March 10, 2014 on Guidance on Deciding the Remuneration of Directors, Board of Commissioners and Supervisory Board of SOEs.

250






Glossary


The Directors of PT Jasa Marga (Persero) Tbk.

Fixed remuneration such as salary/honorarium, allowances and facilities is decided while considering the factors of the Company’s revenues, assets, financial condition and capability, along with inflation rate and other relevant factors not contradicting with prevailing rules and regulations. Meanwhile, allowances and tantieme that are on variable basis are decided while considering the factors of target achievements, financial condition and health along with other relevant factors (merit system). Remuneraiton of the Company’s Directors at present complies with the abovementioned regulation, in which the Remuneration of Directors consists of: 1. Salary/Honorarium. 2.

Allowance.

3.

Facilities.

4.

Tantiem/Performance incentives.


251




Highlights 2014

Management Report



Structure of Directors Remuneration

The remuneration for 2014 and Tantieme

Based on Regulation of State Minister for SEOs No. PER-

Financial Year 2012 for members of

04/MBU/2014 on Guidelines on Deciding Remuneration of

Directors was based on the Decision of

Directors, Board of Commissioners and Supervisory Board

the Board of Commissioners on Decision

of SOEs, Board of Commissioners remuneration structure

of Remuneration 2014 and Tantieme

is as follows:

Financial Year 2013 for Members of the

1. Salary (determined by GMS)

Directors and Members of the Board

2. Allowance

of Commissioners of PT Jasa Marga

a. Religious Festivity Allowance (THR)

(Persero) Tbk. Based on the said decision,

b. Communication Allowance

the salary of President Director was Rp

c. Compensation for Post Job

115,000,000 (one hundred and fifteen

d. Allowance for Clothing

million Rupiah) per month, whereas

3. Special Allowance for Directors

that of other members of Directors was

a. Annual Leave Allowance

90% of President Directors’ salary. The

b. Long Leave Annual

allowances and facilities for the Directors

c. Housing Allowance

and Board of Commissioners refer to the

d. Utilities Allowance

provisions stipulated in the Regulation of State Minister for SOEs No. No. PER-04/

4. Facilities

MBU/2014.

a. Vehicle (if it is not given, it can be replaced with special allowance for Board of Commissioner as mentioned in number 3 above, namely

Tantieme for the Directors and Board

Transportation Allowance)

of Commissioners for the performance

b. Health Insurance /facilities to replace medical costs

in 2011 was decided Rp 17,994,117,647

c. Professional Association.

(seventeen billion, nine hundred ninety

d. Legal Assistance.

four million, one hundred seventeen thousand, six hundred forty seven

5. Special Facilities for Directors a. Company House

Rupiah) and is divided in accordance

b. Club Membership/ Corporate Member

with the Composition of Job Factor as

c. Representation and Entertainment

well the term of office of each member of Directors and Board of Commissioners

6. Tantieme

during the financial year. Realization of Directors Remuneration in 2014 Types of remuneration received by Directors in 2014 were as follows: Remuneraiton of Membes of Directors in 2014 Name

252

Salary/Year

(in Rupiah) Allowances/Year

Housing

Utilities

THR

Tantieme

Total Income/ Year

Adityawarman President Director

1,319,240,000

310,500,000

18,900,000

115,000,000

2,794,117,648

4,557,757,648


1,204,114,590

310,500,000

18,900,000

103,500,000

2,514,705,882

4,163,220,472

Abdul Hadi Hs. - Business Development Director

1,159,970,000

310,500,000

18,900,000

103,500,000

2,514,705,882

4,119,075,882


1,197,328,852

310,500,000

18,900,000

103,500,000

2,514,705,882

4,156,434,734


1,150,230,000

310,500,000

18,900,000

103,500,000

2,514,705,882

4,109,335,882






Glossary


Comparison of classification of Directors Remuneration in 2014 and 2013 can be seen in the following table: Comparison of Directors Remuneration Classification in 2014 and 2013 Remuneration per Person in 1 Year

2014

2013

Above Rp 1 billion

5

5

Between Rp 500 million and Rp 1 billion

-

-

Below Rp 500 million

-

-

Relationship between Board of Commissioners and Directors The duties and responsibilities of the Board of Commissioners and Directors as two corporate organs are separated as each has different daily operation. Board of Commissioners main task is supervising and giving advice whereas Directors main task is managing the operation of the Company. The Board of Commissioners and Directors respect and understand each other’s duties, responsibilities and authorities according to prevailing rules and regulations as well as Articles of Association. The Board of Commissioners and Directors are required to coordinate and cooperate to reach business objective and sustainability in the long run and serve as role model to those in the lower levels. Informal relationship may be carried out by each member of the Board of Commissioners and Directors; however, it does not have legal force until being decided through legal mechanism in accordance with prevailing rules and regulations as well as Articles of Association of the Company. In certain strategic issues related to asset, loan, equity, organizational structure as well as decision of directors and commissioners of Subsidiaries, the Directors require Board of Commissioners formal approval.

All procedures, work guidelines and relationship between the Board of Commissioners and Directors have been decided in Board Manual, binding each member of the Board of Commissioners and Directors and stipulating among others responsibilities, duties, authorities, rights, and ethics of Board of Commissioners and Directors, as well as arrangements of meetings and procedures of work relations between Board of Commissioners and Directors. In order to unite the views and to decided significant matter concerning the Company’s business sustainability and operation, the Board of Commissioners and Directors schedule periodic discussion in Board of Commissioners and Directors’ Joint Meetings. The periodic meetings are held to discuss various agenda in relation to work plan, operational activities, business opportunities, along with strategic issues requiring Board of Commissioners’ approval. The said meetings serve as the form of coordination to discuss Directors’ periodic reports and give feedbacks, notes and advice which are all stipulated in the Minutes of Meeting. Meeting decisions, made based on either the principle of deliberation for consensus or voting, are binding and are to be followed up. In the voting process, any member of the Board of Commissioners with conflicting interest is not allowed to vote and information on this matter is stated in the Minutes of Meeting.


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Highlights 2014

Management Report



Throughout 2013, the Board of Commissioners and Directors have held 18 (eighteen) times Joint Meetings of Board of Commissioners and Directors. Attendance of Board of Commissioners and Directors at Joint Meeting between Commissioners Board and Directors in 2014 Name

Job Title

Number of Meetings in the Year

Number of Meetings Attended

Percentage of Attendance (%) 100

Agoes Widjanarko


18

18

Ibnu Purna

Commissioner

18

18

100

Akhmad Syakhroza

Commissioner

18

14

77.77


Commissioner

15

14

93.33

Mayjen. (Purn). Samsoedin Independent Commissioner

18

18

100

Irjen. Polisi (Purn.) Michael Independent Commissioner Dendron Primanto

18

18

100

Adityawarman

President Director

18

17

94

Hasanudin

Operation Director

18

15

83

Abdul Hadi Hs.


18

14

78

Reynaldi Hermansjah

Finance Director

18

14

78

Muh Najib Fauzan


18

15

83

Note: Absence of Members of Board of Commissioners and Directors at meetings was due to their being assigned out of town or attending important meeting/event unable to be represented.

Assessment of Board of Commissioners and Directors Assessment Implementation Process

The criteria for performance assessment of the

The Shareholders, through the mechanism of GMS,

Directors consist of:

conduct assessment of the performance of the

1. Implementation of duties and responsibilities of

Board of Commissioners and Directors. Additionally, the Board of Commissioners also creates guidelines on self-assessment of the performance of the Board of Commissioners by issuing Decision Letter of the Board of Commissioners No. KEP-00177/XI/2012 on Decision of Revision to Performance Assessment

each member of the Directors according to the Articles of Association. 2. Implementation of resolutions of Annual GMS of 2011. 3. Achievement and realization of RKAP (work and budget plan).

System of the Board of Commissioners of PT Jasa Marga (Persero) Tbk. in 2012.

Results of GCG Assessment of Board of Commissioners and Directors

254

Performance Assessment Criteria

In 2014, assessment on GCG implementation of

The criteria for performance assessment of the

Directors and Board of Commissioners was carried

Board of Commissioners are as follows:

out and the process was in accordance with GCG

1. GMS.

assessment reference developed by the State

2. Financial Supervision.

Ministry for SOEs based on the Decision of the

3. Operational Supervision.

Secretary of State Ministry for SOEs No. SK-16/S.

4. Development Supervision.

MBU/2012 dated 06 June 2012. The assessment

5. Human Resources.

results showed that Board of Commissioners and

6. Compliance Supervision.

Directors each achieved the score of 96.26% and

7. Board of Commissioners’ Internal Process

96.84%, respectively.






In general, GCG assessment of the Board of Commissioners consists of the following aspects: 1. Board of Commissioners participates in continuous training and learning programs. 2. Board of Commissioners distributes duties, authorities and responsibilities clearly and determines factors required to support the carrying out of Board of Commissioners’ duties. 3. Board of Commissioners conducts supervision on the implementation of policies of managing Subsidiaries/joint ventures. 4. Board of Commissioners plays the role in

Glossary


2. Directors carry out operational and financial control of the implementation of the Company’s policies and plan. 3. Directors carry out the management of Company in accordance with prevailing rules and regulations as well as the Articles of Association. 4. Directors nurture relationship that adds value to the Company and the Stakeholders. 5. Directors monitor and manage potential conflict of interest of members of Directors and the Management under the Directors. 6. Directors ensure that the company performs

candidacy of members of Directors, performance

communication and information disclosure

assessment of Directors (individual and collegial)

according to prevailing rules and regulations

and proposes tantieme/performance incentive

and submission of information to the Board

based on prevailing rules and regulations as well

of Commissioners and the Stakeholders is in a

as Directors’ performance. 5. Board of Commissioners performs required actions in relation to potential conflict of interest. 6. Board of Commissioners monitors and ensures that the practices of Good Corporate Governance have been effectively and continuously implemented. 7. Board of Commissioners holds effective Board

timely manner. 7. Directors hold Directors’ Meetings and attend Directors’ Meetings according to prevailing rules and regulations. 8. Directors are obligated to carry out effective internal supervision of high quality. 9. Directors carry out the function of effective Corporate Secretary of high quality.

of Commissioners’ Meetings and attends Board

10. Directors convene Annual GMS as well as other

of Commissioners’ Meetings in accordance with

GMS in accordance with prevailing rules and

prevailing rules and regulations.

regulations.

8. Board of Commissioners has Secretary of Board of Commissioners to support secretarial duties of

Directors’ Key performance indicator


Performance of the Management is measured using

9. Board of Commissioners has Board of Commissioners committees that are effective.

Key Performance Indicator based on Criteria for Excellent Performance Assessment (Kriteria Penilaian Kinerja Unggul – KPKU) for State-Owned Enterprises

In general, GCG assessment of the Directors consists of

(SOEs) referring to Letter of State Ministry for SOEs

the following aspects:

No. S-08/S.MBU/2013 dated 16 January 2013 on

1. Directors have introductory and training/

Performance Reporting Based on the Approach of

learning programs and carry out the programs

Criteria for Excellent Performance Assessment (Kriteria

continuously.

Penilaian Kinerja Unggul – KPKU) for SOEs. The measurements of Directors’ performance are divided into five (5) perspectives with a total of eighteen (18) key performance indicators as follows:


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Highlights 2014

Management Report



Directors’ Key performance indicator Perspective

Key Performance Indicator 1.

Return On Average Equity (ROE)

2. Net Profit Margin Finance and Market

3. Operating Margin 4. Market Share of Length of Toll Roads 5. Non-Toll Revenues 6. Market Share of Transaction Traffic Volume

Costumers Focus

7.

Toll Road Users Satisfaction Index

8. SPM Fulfillment 9. Number Toll Road Concessions Acquired Effectiveness of Product and Process

10. Progress of Toll Road Projects 11. Transaction Time (Average Transaction Speed) 12. Average Travel Time on Toll Road compared to that on Non-Toll Road

Employees Focus

13. Human Capital Readiness – Job Formation Fulfillment 14. Human Capital Readiness – Competencies Fulfillment 15. KPKU Score

Leadership, Corporate Governance and Community

16. GCG Score 17. IT Implementation 18. Corporate Social Responsibility Programs

The said measurements of Directors performance are agreed and signed jointly by Directors and serves as part of the Management Contract between the Board of Commissioners and Directors. The Party that Conducted the Assessment In 2014, assessment activity of the Directors was carried out by the Board of Commissioners whereas assessment of the Board of Commissioners was carried out by means of self-assessment, in which a member of Board of Commissioners was assessed by another member of the Board of Commissioners. Meanwhile, in arranging KPI (Key Performance Indicators) of the Board of Commissioners, the Company was assisted by Lembaga Manajemen of the Economic Faculty of the University of Indonesia (LMFE UI). As for GCG assessment in 2014, the assessment was undertaken by using parameter that has been set up by the Ministry of SOE and ASEAN Score Card.

Diversity in the Composition of Board of Commissioners and Directors In order to implement the process and mechanism of the election and replacement of members of the Board of Commissioners and Board of Directors in a transparent, accountable and accountable way, the Company has followed the requirements and procedures stipulated by the Regulation of the Minister of State Enterprises No. PER-02/MBU/02/2015 dated February 17, 2015 on the Requirements and Procedures for Appointment and Dismissal of Members of the Board of Commissioners and the Board of Trustees of State Owned Enterprises, as well as the Regulation of the Minister of State Enterprises No. PER-03/ MBU/02/2015 dated February 17, 2015 on Conditions, Procedures for Appointment and Dismissal of Directors Member State-Owned Enterprises.

256







Glossary

Diversity of the Composition of the Board of Commissioners and Directors Work Experience (year)

Educational Background

Board of Commissioners/ Directors S1

S2

Agoes Widjanarko

ü

Ibnu Purna

ü

S3

≤ 20

ü

Boediarso Teguh Widodo Mayjen. (Purn). Samsoedin

ü


ü

≤ 50

Gender ≥ 50

Male

ü

ü

ü ü

Akhmad Syakhroza

≥ 20

Age

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

Adityawarman

ü

ü

ü

ü

Hasanudin

ü

ü

ü

ü

Abdul Hadi Hs.

ü

ü

ü

ü

ü

ü

ü

ü

Reynaldi Hermansjah

ü

Muh Najib Fauzan

ü

ü

Female

ü

Committees Audit Committee The Audit Committee of the Company was established by the Decision of Board of Commissioners No. KEP-022/I/2014 dated 30 January 2014 regarding the Reappointment of Chairman and Members of the Audit Committee of PT Jasa Marga (Persero) Tbk. for two (2) year term, from February 1, 2014 until January 31, 2016. Dismissal of members of the Audit Committee can be done if the person concerned ended the tenure membership and based on the decision of the Board of Commissioners, was dismissed because the member does not meet the set performance and/or incompetent in performing his/her duties. The Composition of the Audit Committee consists of one (1) person serves as Chairman of the Committee as well as a member and 2 (two) members of the Committee. The composition of the Audit Committee members of the Company is as follows: Composition of Jasa Marga Audit Committee Name

Job Title


Chairman and Member – Independent Commissioner

Agita Widjajanto

Member – Expert in Technical Aspects

Rustam Wahjudi

Member – Expert in Administration and Financial Aspects

Legal Basis on the Forming of Audit Committee Audit Committee of the Company was formed based on the following rules/regulations: 1.

Law of the Republic of Indonesia No. 19 of 2003 on State-Owned Enterprises.

2.

Decision of the Directors of the Jakarta Stock Exchange No. Kep-305/BEJ/07-2004 dated 19 July 2004 on Regulation No. I-A on Listing of Shares (Stock) and Equity-Type Securities Other than Stock Issued by Listed Companies.

3.

Decision of Chairman of Bapepam-LK No. Kep-29/ PM/2004 dated 24 September 2004 Attachment: Regulation IX.I.5 on Forming and Guidelines on Audit Committee Implementation.


257


4. 5.



Highlights 2014

Management Report




Based on Audit Committee Charter legalized by

2007 on Limited Liability Companies.

the Board of Commissioners in the Decision of the

Regulation of the State Minister for SOEs

Board of Commissioners No. KEP-00.06/I/2008

No. PER-05/MBU/2006 dated 20 December

dated 22 January 2008 on Audit Committee

2006 on Audit Committee for State-Owned

Charter of PT Jasa Marga (Persero) Tbk., the

Enterprises.

duties and responsibilities of the Audit Committee are as follows:

Educational Qualification and Work Experience

a. Assisting the Board of Commissioners in making

The Company’s Audit Committee has sufficient

sure the effectiveness of internal control systems

educational qualification and work experience

and the effectiveness of the implementation of

in supporting the implementation of duties as Audit Committee. The profile of Audit Committee members is provided in Profile of Audit Committee.

internal and external auditors’ duties. b. Evaluating the implementation of audit works and audit results undertaken by both internal and external auditors.

The recruitment process of Audit Committee Members is carried out by the Board of Commissioners by considering competencies, expertise and integrity as well as ability to

c. Recommending improvements for the internal control system of the Company along with its implementation. d. Assuring the existence of excellent review

cooperate. The Board of Commissioners conducts

procedures of all information disclosed by the

interview to deepen the information on the

Company, including periodic financial statements,

candidates Audit Committee members. The Board

financial projection/prognoses along with

of Commissioners then conducts interview to decide

other financial information submitted to the

the selected members of Audit Committee. Next, the decision and appointment of Audit Committee

Shareholders. e. Assuring the compliance of procedures of

members is carried out through the Decision Letter

excellent review on the carrying out of the

of the Board of Commissioners.

Company’s activities in accordance with prevailing standard operating procedures.

All Jasa Marga Audit Committee Members have integrity, as well as good financial competencies and reputation.

f. Giving opinions to the Board of Commissioners regarding report or other matters submitted to the Directors or the Board of Commissioners. g. Identifying issues requiring attention of the

Tasks and Responsibilities of Audit Committee

Board of Commissioners, and undertaking

In accordance with Regulations of the State Minister

other duties related to the Board of

for StateOwned Enterprises No. PER-05/MBU/2006

Commissioners, including:

dated 20 December 2006 on Audit Committee for

1. Reviewing financial information that will be

State-Owned Enterprises, the main function of Audit

published by the Company such as financial

Committee is to assist the Board of Commissioners

report, Long-Term Plan, Work and Budget

in fulfilling the supervision function in order that the

Plan, Management Report as well as other

management of the Company is able to take place efficiently and effectively. In carrying out the duties

financial information. 2. Reviewing the Company’s compliance to

and report, Audit Committee is independent and

prevailing laws and regulations of the Capital

reports directly to the Board of Commissioners.

Market as well as other regulations related to the Company.

In carrying out its duties, Audit Committee reports to the Board of Commissioners. The accountability of Audit Committee to the Board of Commissioners represents supervision accountability of the management of the Company in the framework of GCG principles implementation.

258






Glossary


3. Reviewing the audit undertaken by internal auditor and reviewing adequacy of internal audit function including the number of auditors, annual work plan and assignment carried out. 4. Reporting to the Board of Commissioners on various risks the Company faces and the implementation of risk management by the Directors. 5. Reviewing and reporting to the Board of Commissioners on complaints related to the Company. 6. Reviewing adequacy of external audit implementation including audit plan and the number of auditors. Independence of Audit Committee The Audit Committee is chaired by an Independent Commissioner who assisted by two other professional members from outside the Company with Financial and Engineering background, in accordance with the Company’s field of industry. This complies with the regulation stipulated in the Decision of Chairman of Capital Market Supervisory Agency (Bapepam-LK) No. Kep-29/PM/2004 on the Forming and Guidelines on Work Implementation of Audit Committee. In carrying out their duties, the Audit Committee works professionally and independently. Audit Committee members have complied with requirements in terms of quantity, composition, criteria, competencies, and independence based on the provisions in the Decision of Chairman of BapepamLK No. Kep-29/PM/2004 dated 24 September 2004, Attachment: Regulation IX.I.5 on the Forming and Implementation Guidelines for Audit Committee, and Regulation of State Minister for SOEs No. PER-05/ MBU/2006 dated 20 December 2006 on Audit Committee for State-Owned Enterprises and No. PER-12/ MBU/2012 dated 24 August 2012 on Organs Supporting Board of Commissioners/Supervisory Board of State-Owned Enterprises, which are: • Audit Committee, consisting of one member of Independent Commissioner as Chairman of Audit Committee and two members coming from outside SOE. • Each member of Audit Committee is not related by blood by blood within the third degree, both vertically and horizontally, or by marriage with members of the Board of Commissioners and/or the Directors. • One of the members of Audit Committee has educational background of accounting or finance and comprehends risk management, whereas another member comprehends the industry/business/ technicality of the related SOE. In carrying out their duties, the Audit Committee works professionally and independently.

Independence of Audit committee Irjen. Polisi (Purn.) Michael Dendron Primanto

Agita Widjajanto

Rustam Wahjudi

Not related financially with Board of Commissioners and directors

ü

ü

ü

Not related by management with Jasa Marga, Subsidiaries as well as affiliated companies

ü

ü

ü

Not related by blood with Board of Commissioners, Directors, and/or fellow Committee members

ü

ü

ü

Not related by blood with Board of Commissioners, Directors, and/or feollow Committee Members

ü

ü

ü

Not holding position in the management of political Party, local governments.

ü

ü

ü

Aspect of Independence


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Management Report



As a commitment and responsibility of the Audit Committee on the implementation of the principles of Good Corporate Governance (GCG), as well as efforts to implement the provisions on the independence as stated in the Charter of the Audit Committee, the Audit Committee made a Statement of Independence of the Committee Audit dated January 5, 2012, signed by the Chairman and all Members of the Audit Committee (Statement of Independence of the Audit Committee referred to above is not renewed because of membership Audit Committee in 2014 remained the same as in 2012). Some important points in the Statement of Independence of the Audit Committee, among others, that the Audit Committee: a. Has no interest/private linkages that may cause negative impacts and conflict interests in PT Jasa Marga (Persero) Tbk. b. Does not own shares of PT Jasa Marga (Persero) Tbk, either directly or indirectly. c. Will maintain the confidentiality of documents, data, and information PT Jasa Marga (Persero) Tbk, both of the parties internal and external parties, and only used for the sake of implementation of tasks of the Audit Committee. Audit Committee Meetings Audit Committee holds periodic meetings with reference to Audit Committee Charter. The meeting with external auditor is carried out at least once a month during audit schedule. Audit Committee meeting may invite the Company’s Management through its Internal Auditing Unit to provide information required. The attendance of each member of Audit Committee in Audit Committee Meeting and the activities carried out by Audit Committee throughout the year 2014 are as follows: Attendance of Members of Audit Committee in Audit Committee’s Meetings and Activities in 2014

Meetings/Activities

Irjen. Polisi (Purn.) Michael Dendron Primanto Frequency Ketua Komite (times) Attendance

Agita W. Anggota

Rustam W. Anggota

Attendance

Attendance

times

%

times

%

times

%

Audit Committee Internal Meeting

17

17

100

12

70.6

13

76.5

Meeting with SPI

4

3

75

2

50

4

100

Meeting with Negotiation Team/KAP Selection

6

3

50

2

33

6

100

Monitoring Audit Activities/KAP

3

1

33

1

33

3

100

Meeting with Directors /Management

5

5

100

4

80

4

80

Meeting with Corporate Secretary/Secretary of Board of commissioners

8

8

100

6

75

5

62.5

Internal Meeting of Board of Commissioners

12

12

100

11

91.7

12

100

Meeting with PKBL Unit

2

0

0

0

0

2

100

Visiting branch with Board of Commissioner

7

7

100

6

85.7

7

100

Working Visit to Subsidiaries

2

2

100

2

100

2

100

Site Visit

4

4

100

3

75

4

100

70

62

88.6

49

70

62

88.6

TOTAL

The decisions made in Jasa Marga Audit Committee meetings have been well recorded and documented in minutes of meeting of Audit Committee. Minutes of Meeting is signed by meeting chairman and is distributed to all members of Audit Committee both present and absent in the meeting. Dissenting opinion along with its reasons during the meeting will be stated in the Minutes of Meeting.

260






Glossary


Remuneration of Audit Committee Based on Regulation of State Minister for SOEs No. PER-12/MBU/2012 dated 26 July 2012 on Organs of Board of Commissioners/Supervisory Board on State-Owned nterprises, Members of Audit Committee that are not members of the Board of Commissioners receive remuneration consisting of honorarium amounting to Rp 18,400,000 monthly. Achievement of Audit Committee Key Performance Indicators (KPI) In performing its duties, the Audit Committee is always guided by the Audit Committee Program (PKKA), where PKKA in 2014 was approved by the Board of Commissioners through the Internal Meeting of the Board of Commissioners on January 23, 2014. In general, PKKA 2014 has been implemented in accordance with the target that has been set. From the perspective of achievement of Key Performance Indicators (KPI), then performance of the Audit Committee in the year of 2014 was as follows:

KPI Perspective

No.

Weight %

Score Target

Realization

1

Supervision on Internal Audit activities

15

0.75

0.70

2

Supervision on External Audit activities

15

0.75

0.75

3

Supervision on Finance/Management information

30

1.50

1.50

4

Internal Process of Audit Committee

20

1.00

1.00

5

Support to the Working Program of Board of Commissioner

20

1.00

0.80

TOTAL

100

5.00

4.75

Report on Implementation of Tasks of Audit Committee Assessing the Implementation of Activities and Audit Results Carried out by External Auditor as well as Independent Auditor General Audit of Financial Statements of PT Jasa Marga (Persero) Tbk. Financial Year 2014 was conducted by the same Independent Auditor having audited Financial Statements of Financial Year 2013, i.e. Public Accounting Firm (KAP) Aryanto, Amir Jusuf, Mawar dan Saptoto (AAJ). Audit by KAP AAJ the Financial Year 2014 is the third audit in a row, starting from the audit of the Financial Statements for Fiscal Year 2012. The reappointment of KAP AAJ to conduct the audit for fiscal year 2014 was not contrary to Article (4) Law of the Republic of Indonesia No. 5 of 2011 on Public Accountant, particularly related to restrictions of Audit Service of Public Accountant on the historical financial information a client for several years in a row. The reappointment of KAP AAJ has been done through the process of Direct Appointment by Price Negotiation, and has been approved and declared by the Annual General Meeting of Shareholders (AGMS) on March 11, 2014. The Audit Committee has conducted a review of the adequacy of the audit conducted by the Public Accountant AAJ, including audit planning and the number of auditors. In addition, the Audit Committee has conducted intensive discussions with Saptoto, the Signing Partner of KAP AAJ who was responsible for giving an opinion on the fairness of the presentation of the Consolidated Financial Statements in accordance with the applicable Financial Accounting Standards (GAAP) in Indonesia, as well as their opinion on the effectiveness of internal control over financial reporting, the quality and acceptability of accounting standards applied by the Company. Review and discussion undertaken by the Audit Committee also has covered all things according to the Auditing Standards, Regulations FSA and other regulations regarding communication with the Audit Committee should be discussed with the Audit Committee.


261




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Management Report



The Audit Committee has also discussed the independence of KAP against the Company’s Management and to the Company itself. During the financial year 2014 there were no non-audit assignments to AAJ KAP, and the Audit Committee has received a letter from the firm AAJ which explained its independence. Other Audit Assignments to KAP AAJ • Audit Committee has analyzed Management Report and Report of KAP AAJ on the effectiveness of internal control of the Company’s financial reporting and the company’s Performance Evaluation. With the Management and KAP, Audit Committee has also discussed significant weaknesses found in the evaluation and audit processes, along with Management’s plan to fix the said weaknesses. • The Audit Committee has discussed with the Company’s Internal Audit Unit and KAP AAJ about the entire audit scope and plans. The Audit Committee has also conducted meetings with Internal Auditor and KAP AAJ without the presence of the Management to discuss results of audit and results of evaluation of KAP on internal control and the quality of financial reporting altogether. The Audit Committee has also analyzed and discussed the Consolidated Financial Statements and Notes to Consolidated Financial Statements with the Management of the Company. The said discussion covered the quality and acceptability of financial accounting standard applied by the Company, appropriateness of accounting judgment and sufficiency of disclosure in consolidated financial statements. The Management has informed the Audit Committee that Consolidated Financial Statement for 2014 referred to above were: 1. The responsibility of the Management and has been presented objectively with the highest integrity; and 2. Have been presented in accordance with Financial Accounting Standard applicable in Indonesia.

Audit Committee

Irjen. Polisi (Purn.) Drs. Michael Dendron Primanto Chairman

262






Glossary


Profile of Audit Committee

Irjen. Polisi (Purn.) Drs. Michael

Rustam Wahjudi

Dendron Primanto

Agita Widjajanto

Member

Member

• Joined Jasa Marga Audit Committee in 2011. • Completed Bachelor’s Degree in Accounting from Financial Institute of the Department of Finance in 1981. • Career started at BPKP (Financial and Development Supervisory Board) in 1975. Several positions at BPKP among others included Director in Supervising Managing State Financial Sector, Region II at BPKP Head Office (2008-2010), Head of BPKP Riau Province Representative Office (20052008), Head of Administration Division at BPKP East Java Province Representative Office (2004-2005), Head of Sub Directorate for Supervising Natural Resources and Production at BPKP Head Office (2002-2004), Head of Sub Directorate for Oil Supervisory at BPKP Head Office (2000-2002), Head of BUMN/BUMD Supervisory Division at BPKP NAD Province Representative Office (1998-2000), Head of Agrarian Supervisory Section at BPKP East Java Representative Office (1995-1997), and Head of Planning, Analysis and Evaluation Section at BPKP Maluku Province Representative Office (1990-1995). • Age as of 31 December 2014

• Joined Jasa Marga Audit Committee in 2011. • Completed Bachelor’s Degree in Civil Engineering from Bandung Institute of Technology in 1995 and Master’s Degree in Tunnel Engineering from International Institute for Infrastructures, Hydraulic and Environmental Engineering (IHE) Delft, Netherlands in 2001. • Currently is also Head of Investment Scheme Development, Center for Investment Resource Development, Construction Development Agency, Ministry of Public Works. Previous position included Head of Sub Division for Investment Control, Investment Division, Secretariat of Indonesian Toll Road Authority (BPJT), Ministry of Public Works (2005-2011). Since 2005, he has been actively involved in numerous tender committees, working groups, projects, task forces, etc. of the Ministry of Public Works, among others, BPJT and Directorate General of Highways, as a member, counterpart, source person, etc. He received several awards, among others, Satya Lancana Karya Satya X Tahun from the Government (2008) and Singapore Cooperation Programme Training Awards (SCPTA) at Lee Kuan Yew School of Public Policy and Civil Service College International, Singapore (2006). • Age as of 31 December 2014 was 43.

Chairman

He was appointed Chairman of Audit Committee in January 2010. At present he is also Independent Commissioner of Jasa Marga. Profile is available in Profile of Board of Commissioners.

was 62.


263




Highlights 2014

Management Report




Tasks and Responsibilities of Business Risk and

The Company’s Business Risk and Investment

Investment Committee

Committee is decided by the Decision of the Board

Business Risk and Investment Committee reports to

of Commissioners No. KEP-00030/I/2012 dated

and assist the Board of Commissioners in carrying

20 February 2012. Members of Audit Committee

out the duties in order that the management of

are dismissed in the case of termination of term

the Company takes place efficiently and effectively

of office and termination based on Decision of the

through competent and independent control and

Board of Commissioners, non-compliance with

system. Based on Business Risk and Investment

required performance and/or incompetence in

Committee Charter, the duties and responsibilities

carrying out the duties.

of the Business Risk and Investment Committee are as follows:

The Company’s Business Risk and Investment

1. Evaluating short-term and long-term investment

Committee consists of one (1) Chairman that is

plan stated in the Company’s RJPP and RKAP

also Committee member and two (2) Committee

and submitting the evaluation to the Board of

members.

Commissioners as inputs in arranging and or reviewing RJPP, as well as in discussing the

The composition of Business Risk and Investment Committee of the Company is as follows: Komposisi Komite Investasi dan Risiko Usaha Jasa Marga Name

Job Title

annual RKAP proposed by the Directors. 2. Evaluating the implementation of investment, existing investment policies and strategies along with risk management and giving recommendation in order to review and decide new investment policies, strategies and business risks.

Ibnu Purna

Chairman

Eduard T. Pauner

Member

Nasikhin Ahsanto

Member

3. Preparing documents, information, material, analysis and review in relation to investment implementation and risk management, in order to minimize and or avoid the Company from cost overrun and improve efficiency and effectiveness in toll road and non-toll road investments.

All Jasa Marga Business Risk and Investment

4. Giving feedbacks and review on feasibility and

Committee Members have integrity, as well as good

risks of toll road and non-toll road investment,

competencies and reputation.

in relation to traffic volume projection, land acquisition, project financing and appropriate

Legal Basis on the Forming of Business Risk and

use of technology and innovation as well as value

Investment Committee

engineering. 5. Preparing annual work program of

Business Risk and Investment Committee of the

Business Risk and Investment Committee to get

Company was formed based on the following

approval from the Board of Commissioners and

rules/regulations:

creating periodic report to be submitted to and

1. Law of the Republic of Indonesia No. 19 of 2003 on State-Owned Enterprises. 2. Law of the Republic of Indonesia No. 40 of 2007 on Limited Liability Company. 3. Decision of the Board of Commissioners of PT Jasa Marga (Persero) Tbk. No. Kep-OO94/ VIII/2010 on Decision of the Forming of Business Risk and Investment Committee of PT Jasa Marga (Persero) Tbk.

264


evaluated by the Board of Commissioners. 6. Carrying out other tasks assigned by the Board of Commissioners. 7. Reporting to the Board of Commissioners in the carrying out of the duties of Business Risk and Investment Committee






Glossary

Independence of Business Risk and Investment Committee Business Risk and Investment Committee carries out the duties and responsibilities independently and professionally in accordance with prevailing rules and regulations. Business Risk and Investment Committee is chaired by one of the Commissioners and the members are professionals with the background in accordance with the Company’s field of industry. The independence of members of Committee for Investment and Business Risk is reflected in the following table with the following aspects: Independence of Members of Business Risk and Investment Committee Ibnu Purna

Eduard T. Pauner

Nasikhin Ahsanto

Not related financially with Board of Commissioners and directors

ü

ü

ü

Not related by management with Jasa Marga, Subsidiaries as well as affiliated companies

ü

ü

ü

Not related by blood with Board of Commissioners, Directors, and/or fellow Committee members

ü

ü

ü

Not related by blood with Board of Commissioners, Directors, and/or feollow Committee Members

ü

ü

ü

Not holding position in the management of political Party, local governments.

ü

ü

ü

Aspect of Independence

Business Risk and Investment Committee Meetings

recorded and documented in minutes of meeting of

Business Risk and Investment Committee holds

Business Risk and Investment Committee. Minutes

meetings periodically. Business Risk and Investment

of Meeting is signed by meeting chairman and is

Committee meeting (KIRU) may invite the Company’s

distributed to all members of Business Risk and

Management to provide information required.

Investment Committee both present and absent in the meeting. Dissenting opinion along with its

The decisions of Business Risk and Investment

reasons during the meeting will be stated in the

Committee meetings are made based on the

Minutes of Meeting

principle of deliberation for consensus. In the event that deliberation for consensus is not reached,

Remuneration of Business Risk and Investment

decisions are made through voting. In the event

Committee

that the votes that agree and disagree are equal,

Members of Business Risk and Investment

the proposal is then declined.

Committee that are not members of the Board of Commissioners receive remuneration consisting of

In 2014, Business Risk and Investment Committee

honorarium amounting to Rp 18,400,000 monthly.

has held meetings such as KIRU internal meeting. The attendance level of each Business Risk and

Total Remuneration of members of the Business Risk

Investment Committee Meeting is as follows:

and Investment Committee who are not members of

Attendance of Members of Business Risk and Investment Committee at KIRU Meeting in 2014 Attendance at Meetings (times)

Percentage (%)

Ibnu Purna

43

67

Eduard T. Pauner

42

66

Nasikhin Ahsanto

49

77

Name

The decisions made in Jasa Marga Business Risk

Board of Commissioners reached Rp 220,800,000 in 2014. Achievement of Business Risk and Investment Committee Key Performance Indicators (KPI) In 2014, the key performance indicator (KPI) of the Investment Committee Business Risk (KIRU) managed to reach a total score of 90. The KPI achievement of KIRU is as follows:

and Investment Committee meetings have been well


265




Highlights 2014

Management Report



Achievement of Business Risk and Investment Committee Key Performance Indicators (KPI) in 2014 Perspective

No. 1.

2.

3.

Supervision on implementation of policies, strategy and investment project

Weight 40%

Supervision on Risk management

Supervision on Meeting SPM requirements

4.

Performing duties based on Directions of BOC

5.

Orderly Administration Report

20%

20%

15% 5%

Target

Realization

4 Monitoring reports and evaluation

4 Monitoring reports and evaluation

3 review report Policies and strategies Report on investment implementation

3 review report Report on investment implementation

3 Report on Risk Management

1 Report

2 Reports on main Corporate risks and Model to calculate potential loss

2 Reports on top Corporate

Report on review of Maintenance system

Maintenance Report

Report on review toll Collection system

Laporan pengumpulan tol

In line with direction of BOC

Fulfilled

Report of KIRU Quarter 4 2013

Report of KIRU Quarter 4 2013

KIRU Report 2013

KIRU Report 2013

Report on KIRU Internal Meeting

Fulfilled

Report on Quarter 1, 2, 3 of 2014

Report on Quarter 1, 2, 3 of 2014

Score

TOTAL

40

12

20

15 3

90

Report on Implementation of Tasks of Business Risk and Investment Committee In line with its duties and functions, the Investment and Business Risk Committee (KIRU) provides support to the Board of Commissioner in performing oversight role on the Company’s management and giving advice/counsel in the areas of risk management and investment. In accordance with the duties and functions, programs and activities can be grouped into 2 (two) parts, namely: (1) Monitoring and Advisory/ Advice in the Field of Risk Management; and (2) Monitoring and providing Advisory/Advice in the Field of Investment, both investment in the toll road business as well as the non-toll business. Supervision and Giving Inputs/Advice in the field of Risk Management Monitoring and providing inputs/advice in the field of risk management is done, among others, by conducting a review of the top ten risks that were faced by the Company in 2014; monitoring the development of the risk management of the Company; as well as analysis and assessment of the risk of toll road operation of Subsidiary Firms. Based on the programs and activities, the inputs of the Committee to the Board of Commissioners in the risk management framework in 2014, were including the risks associated with the medium and high levels of corporate risk; controlling the implementation of the Risk Management Plan (RPR) of the Company in 2014; review of corporate risk assessment to determine the Top Ten Risks; and controlling the achievement of targets and objectives set out in the RKAP 2014, taking into account the implementation of risk management.

266






Glossary


Supervision and Giving Inputs/Advice on Investment Supervision and the formulation of advice on investments were made through the program and activities of monitoring and evaluation of the implementation of the strategies and investment policies of toll and nontoll (other businesses); analysis and review of the implementation of toll and non-toll road investments; as well as review of the Company’s investment plans. Based on the results of the implementation of programs and activities in the toll investment, the Committee for Investment and Business Risks provided inputs to the Board of Commissioners. These include advice on how to strengthen coordination between the Board of Directors and Board of Commissioners of Subsidiaries of Jasa Marga to address the potential problems that have significant impact fin the achievement of the Company’s targets; review and refine models of toll road investment feasibility analysis; sharpening strategies for business expansion and strategic policy concession. Meanwhile, the inputs from KIRU to the Board of Commissioners for the development of other businesses (non-toll), include the optimization of TIP (Rest and Service Area), which is based on principles of transparency, mutual benefits, mutual respect, and justice (fairness). by taking into consideration the market demand and changes in the business environment to optimize the realization of the potential of existing business and enhance the contribution of business to increase revenue from TIP; the use of fiber optic business development; Other business development strategies in the field of property; as well as the increasing contribution of advertising revenues in other operating revenues.


Ibnu Purna Chairman


267




Highlights 2014

Management Report



Profile of Business Risk and Investment Committee

Ibnu Purna Chairman

He was appointed Chairman of Business Risk and Investment Committee in February 2012. At present he is also member of Board of Commissioners of Jasa Marga. Profile is available in Profile of Board of Commissioners.

268

Eduard T. Pauner Member

Nasikhin Ahsanto Member

• Joined Jasa Marga Business Risk and Investment Committee on 01 March 2013. • Completed Bachelor’s Degree in Civil Engineering in 1977 from Bandung Institute of Technology and Master’s Degree in Project Management Engineering in 2002 from University of Indonesia. • Presently is also Staff of Lectures of Risk Management for Post Graduate Program of Parahyangan Catholics University Bandung and Post Graduate Program of ITS (2012now). Holds license of Certified Risk Management Professional from Risk Management Professional Certification Institution. Previous positions included Director of Infrastructure Network System, Directorate General of Bina Marga, Ministry of Public Works (2003-2005), Member of Risk Committee of PT Hutama Karya (Persero) (20062010), Member of Audit Committee of PT Brantas Abipraya (Persero) (20082012), Risk Management Monitoring Committee of PT Brantas Abipraya (Persero) (2012).

• Joined Jasa Marga Business Risk and Investment Committee in 2014. • Completed Bachelor’s Degree (S1) in Accounting from Gadjah Mada University in 2003. • Since 2001, has actively participated in various studies and analyses, in many regions in Indonesia, held by different offices, such as BPJT (Badan Pengatur Jalan Tol – Indonesian Toll Road Authority), Ministry of Public Works, Board of Intelligence of Security of the Police Headquarters, Ministry of Transportation, State Ministry for Public Housing, Bank Indonesia (the central bank), several Local Governments, PT Pelindo, Ministry of ESDM (Energi dan Sumber Daya Mineral – Energy and Mineral Resources), etc. • Age as of 31 December 2014 was 36.






Glossary


Remuneration and Nomination Committee

State Minister for SOEs No. PER-04/MBU/2009

Currently the Company has not yet had

dated 16 November 2009 that was amended

Remuneration and Nomination Committee;

with Regulation No. PER-08/MBU/2010 dated 31

however, the Company does have system and

December 2011, and PER-01/MBU/2012 dated 20

procedures in deciding remuneration to be

January 2012 on Requirements and Procedures

implemented at the Company by referring to

of Appointment and Dismissal of Members of

prevailing rules and regulations, i.e. Regulation

Directors of State-Owned Enterprises.

of State Minister for State-Owned Enterprises No. PER02/MBU/2009 dated 27 April 2009 on

The Company prepares its leaders’ successors

Guidance on Remuneration of Directors, Board of

though the mechanism of Talent Management

Commissioners and Supervisory Board of State-

System. By identifying 14 key positions for

Owned Enterprises.

executive leaders and 33 positions of Directors of Subsidiaries, the Company develops the

Review on remuneration of the Board of

competencies of future leaders by conducting

Commissioners and Directors is conducted by

Corporate Leadership program.

Human Resources Management Bureau and the result is discussed in the Board of Commissioners

Together with the Board of Commissioners,

and Directors Joint Meeting to be agreed and

Directors select potential candidates for future

proposed to the GMS.

leaders with excellent personal quality along with sufficient experience and expertise to hold the

In order that the Company’s remuneration

positions one level below Directors and Directors at

system is in line with remuneration system best

Subsidiaries. These leaders are expected to be the

practice in the industry, the Company also uses

next members of the Directors in the future deriving

independent consultant.

from the Company’s internal top managers.

In nominating prospective Directors, the Board of

Three (3) of the current members of the Directors

Commissioners proposes to the Shareholder of Series

of the Company were members of the Directors

A Dwiwarna that managers one level below Directors,

in the previous period, whereas two (2) of the

based on results of their assessment, performance

present members of the Directors came from the

and integrity, take fit and proper test held by

Company’s internal structural managers, one level

Shareholder of Series A Dwiwarna and in accordance

below Directors.

with the Company’s Articles of Association, Shareholder of Series A Dwiwarna, proposes the

Profile of Remuneration and Nomination

prospective Directors to GMS to get approval.

Committee At present, the Company is yet to have

Meanwhile, to appoint the management

Remuneration and Nomination Committee.

of Subsidiaries, in view of procedures of appointing members of Directors and Board of

Corporate Governance Committee

Commissioners of Subsidiaries, the Directors refer

Currently, the Company has not had a Corporate

to Regulation of State Minister for SOEs No. PER-

Governance Committee. However, the Board

03/MBU/2012 while upholding the foundation

of Commissioner is actively monitoring the

of good corporate governance principles of

implementation of GCG in the Company. In

professionalism, transparency, independence,

addition, the Company periodically conducts

accountability, responsibility and fairness.

assessment by an independent party to ensure that the implementation of corporate governance

Policies in Directors Successors

has been done according to the rules.

In order to realize transparent and accountable process and mechanism of selecting and

Profile of Corporate Governance Committee

changing the members of Directors, the

At present, the Company has yet to have

Company has complied with the requirements

Committee for Corporate Governance.

and procedures stipulated in Regulation of


269




Secretary of the Board of Commissioners The Board of Commissioners has Secretary of Board of Commissioners to support the carrying out of Board of Commissioners’ secretarial duties. Based on Decision Letter of the Board of Commissioners No. KEP-00020/I/2012 dated 10 February 2012 on the Filling out of Personnel in the Organizational Structure of Secretary of the Board of Commissioners of PT Jasa Marga (Persero) Tbk, the following matters have been decided:

1. Secretary of the Board of Commissioners is appointed for the period of five (5) years. 2. Staff in charge of handling Board of

Highlights 2014

Management Report



The duties of Secretary of the Board of Commissioners are to assist the Board of Commissioners in undertaking its supervisory function. The detailed functions of Secretary of the Board of Commissioners among others are as follows: 1. Creating yearly/quarterly program/agenda of Board of Commissioners’ activities based on the decisions of Board of Commissioners’ meetings. 2. Creating mechanism for the implementation of secretarial activities so that Board of Commissioners’ activities run smoothly. 3. Carrying out administration activities within the Board of Commissioners. 4. Holding Board of Commissioners’ Meetings and meetings between Board of Commissioners

Commissioners’ Meetings. 3. Staff in charge for general affairs of Secretariat of the Board of Commissioners, Administration and Filing.

and the Shareholders, Directors as well as other related parties. 5. Providing data/information required by the Board of Commissioners and Committees under the Board of Commissioners.

Corporate Secretary The role of Corporate Secretary is significant in ensuring the aspect of disclosure of the Company. In the Company’s organization structure, Corporate Secretary is accountable directly to the President Director. Corporate Secretary’s main tasks and responsibilities include corporate communication either internal or external, investor relations and secretarial activities of the Management of the Company. The existence of Corporate Secretary is in accordance with Regulation of Financial Service Authority (Otoritas Jasa Keuangan/OJK) No. IX.I.4 on the Eastablishment of Corporate Secretary of Listed Company or Public Company, which is basically intended to improve the services delivered to investors of public companies. Organizational Structure of Corporate Secretary Based on the Decision of Directors No. 41/KPTS/2013 dated 01 March 2013 on Organization Structure of PT Jasa Marga (Persero) Tbk., the unit of Corporate Secretary consists of several departments as follows: 1.

Corporate Compliance.

2.

Investor Relations.

3.

Corporate Communication.

4.

Corporate Relations.

Organizational Structure of Corporate secretary

Corporate Secretary

Corporate Compliance

270

Investor Relations


Corporate Communication

Corporate Relations




The main duties of Corporate Secretary include the


Glossary


4. Carried out activities in relations to stakeholders:

following activities:

a. Toll Road Customers Gathering.

• Managing information related to business

b. Stakeholder Perception Survey.

environment and maintaining the good relationship between the Company and capital

c. Communication and coordination with State Ministry for SOEs, Ministry of Finance,

market supporting institutions and Regulators.

Bapepam-LK and Local Government.

• Ensuring that the Company implements the GCG

5. Carried out activities of Directors’ meetings as

principles and complies with prevailing rules and regulations. Convening General Meetings of Shareholders of the Company. • Carrying out communication activities between the Board of Directors/Management and the

well as Board of Commissioners and Directors’ Joint Meetings. 6. Carried out GCG Activities, including: a. Signing of Integrity Pact b. Assessment Phase I of SOE Clen by Appraisal

stakeholders in order to improve the Company’s

Team from BPKP, in which the Company was

image.

declared as a “Committed” company in the

• Undertaking secretarial activities of the

SOE Clean Program.

Company’s management along with facilitating

c. Management of Whistleblowing System

the relationship between the Company/

d. Managing Gratification Control Program in

Management and the stakeholders.

Cooperation with the Corruption Eradication Committee

Implementation of Tasks of Corporate Secretary

e. Leading Performance Assessment Criteria.

The activities conducted by Corporate Secretary

f. Implementation of GCG Assessment

throughout 2013 among others were as follows:

Evaluation based on Asean Scorecard,

1. Convened Annual GMS 1 time.

which is carried out in cooperation with

2. Carried out activities in relations to investor

the Indonesian Institude for Corporate

relations:

Directorship (IICD).

a. Public Expose 1 time.

g. Assessemnt of GCG in 2014

b. Site Visit 5 times.

h. Socialization of Vision, Mission and Corporate

c. Non Deal Roadshow 1 time.

Values as well as Evaluation on the level of

d. Investor Conference 8 times.

understanding of VIsision, Mission and values

3. Carried out activities in relations to corporate communications:

of the Company. 7. Conducted coordination and Dissemination

a. Press Conference 16 times.

of Directors’ policies and corporate internal

b. Press Release 26 times.

activities.

c. Media Visit 2 times. d. Advertorial 13 times. e. Talk show (television and radio) 9 times. f. Display advertisement 12 times


271




Highlights 2014

Management Report



Work Experience of Corporate Secretary Brief work experience of Corporate Secretary, David Wijayanto, at the Company for the past 10 years, as follows: Brief Work Experience of Corporate Secretary Job Title

No.

Effective from (dd-mm-yyyy)

Work Unit

1.

Corporate Secretary

Corporate Secretary

03-09-2012

2.

Business Project Manager for Property Development of JORR 2, BORR, SemarangSolo and Surabaya-Mojokerto

Business Project for Property Development of Jakarta Outer Ring Road, Semarang-Solo and SurabayaMojokerto Corridors

03-05-2010

3.

Senior Staff for Toll Road Development

Toll Road Development Division

15-08-2008

4.

Senior Staff for Operation Management

Operation Management Division

12-05-2008

5.

Cawang-Tomang-Cengkareng Branch Manager

Cawang-Tomang-Cengkareng Branch

29-09-2006

6.

Semarang Branch Manager

Semarang Branch

30-06-2006

7.

Head of Services and Maintenance Department

Padaleunyi-Citarum Branch

04-12-2002

Competency Development and Training Programs of Corporate Secretary Subject

No.


Date & Venue

Jasa Marga Development Center (JMDC) BUMN TRACK

JMDC, 13 March 2014

Hay Group International

The Ritz-Carlton Pacific Place Jakarta, 24 April 2014

4.

Executive Workshop on Human Capital Transformation & Integration Seminar on Synergy of SOEs Corporate Secretary: “Maintaining Reputation in the Political Year” SOEs Forum 2014 Sharing Session, Going Global: Redefining the International Business Landscape Workshop on Economic Outlook Post Election

Bursa Efek Indonesia (IDX)

5.

Training on Managament Interview

Ministry of SOEs

6.

International Seminar on ERM Bali

7.

Seminar International Bali ERM

Jasa Marga Development Center (JMDC) Center for Risk Management Studies (CRMS)

The Ritz-Carlton Pacific Place Jakarta, 18 August 2014 Hotel Santika Bengkulu, 19 September 2014 JMDC, 01-02 October 2014

1. 2.

3.

Hotel Sari Pan Pacific Jakarta, 16 April 2014

Grand Nikko, 04-05 December 2014

Profile of Corporate Secretary •

•

Joined Jasa Marga in 1988

•

at Jasa Marga included

Corporate Secretary based

Project Manager for

on Decision of the Directors

Property Development

No. 102/AA.P-6a/2012 on 03

Business of JORR 2, BORR,

September 2012.

Semarang-Solo & Surabaya-

Completed Bachelor’s

Mojokerto (2010-2012) and

Degree in Civil Engineering

CawangTomang-Cengkareng

Transportation from Gadjah

Branch Manager (20062008).

Mada University Yogyakarta in 1986. David Wijayatno

272


Previous key positions

and was appointed as

•

Age as of 31 December 2014 was 55.






Glossary

Internal Audit Unit The function of Internal Audit at Jasa Marga is carried out by Internal Audit Unit. In carrying out its roles, the Internal Audit Unit is always positioned as management’s strategic partner that is trusted, and works professionally, objectively, and independently. Internal Audit Unit assists the President Director in conducting internal audit of the Company, i.e. in assessing internal control system, risk management, and the process of corporate governance while providing suggestions for improvement. Internal Control System applied by the Company represents an integral process in actions and activities carried out continuously by Management and the entire employees in order to provide sufficient assurance in the achievement of organization’s objectives by means of effective and efficient activities, reliable financial reporting, the Company’s assets security and compliance with rules and regulations. Qualification of Internal Audit Unit As of the end of 2014, the number of personnel of Internal Audit Unit stood at 21 (twenty one) people with 7 of them have qualifications as Qualified Internal Auditor (QIA). Personnel at Internal Audit Unit Internal Audit Unit

No. 1.


Number of People 1

2.

AVP Program Planning & Controlling

1

3.

AVP Internal Management

1

4.

Audit Result Manager

1

5.

Program Controlling Manager

1

6.

Internal Administration Manager

1

7.

Senior Officer Administration, Informatic & Reporting

1

8.

Internal Administration Officer

1

9.

Senior Auditor

4

10.

Auditor Internal

1

11.

Assisstant Auditor

2

12.

Advisor

2

13.

Senior Specialist

2

14.

Office Administration Section

2

TOTAL

21


273




Highlights 2014

Management Report



Structure and Position of Internal Audit Unit As regulated in Regulation of Bapepam, Internal Audit is an independent unit to other units and is directly accountable to President Director. The organization of Internal Audit is decided based on Decision of the Directors No. 41/KPTS/2013 on Organization Structure of PT Jasa Marga (Persero) Tbk.

Review decision on remuneration

GROUP OF AUDITORS

PROGRAM PLANING AND AND CONTROLLING DEPARTMENT

INTERNAL MANAGEMENT DEPARTMENT

PROGRAM CONTROLLING SECTION

INTERNAL ADMINISTRATION SECTION

AUDIT RESULTS SECTION

Appointment and Dismissal of Internal

competency development program systematically

Audit

and gradually. In general, the policy of competency

Internal Audit is led by Head of Internal Audit

development in 2013 was implemented in two ways

appointed and dismissed by President Director with

as follows:

approval from Board of Commissioners. Head of

1. Competency development at external institutions

Internal Audit is assisted by AVP Program Planning

2. Competency development internally.

& Controlling. Competency development by external institutions Competency Development of Internal

was carried out through formal trainings in form

Audit Human Resources and Certification

of courses or seminar/workshop in relation to

of Audit Profession

the issues of audit, both those undertaken by the

The Company continuously improves competencies

Company or other external education institutions.

of Internal Audit personnel by conducting auditors’

274






Glossary


Audit Trainings in 2014 No.

Name of Training


Number of Participants

1.

Champion Training utilization of Appication of Audit Management System (AMS) “TeamMate”

PT Centria Integrity Advisory

4

2.

End User Training Penggunaan Aplikasi Audit Management System (AMS) “TeamMate”

PT Centria Integrity Advisory

14

3.

Training Program for Qualified Internal Audit Qualification, Primary Level II


1

4.

Training Program for Qualified Internal Audit Qualification – Phase II


1

5.

National Seminar on Internal Audit (SNA)


8

6.

Half Fay Seminar COSO 2013

Ikatan Komite Audit Indonesia (IKAI)

2

7.

Training Program for Certification of Qualified Internal Audit Advance Level I


2

8.

Training Program for Certification of Qualified Internal Audit Managerial Level


1

9.

Workshop Metodology, Investigation Technique and Uncover Fraud cases

Lembaga Pengembangan Fraud Auditing

2

10.

Processes and Techniques of Internal Audit


4

11.

Seminar of Internal Control Communication Forum (FKSPI) 2014

Forum Komunikasi Satuan Pengawasan Intern (FKSPI)

5

12.

Training on Control System of the Company’s Internal Control Company Class V

Jasa Marga Development Center

2

13.

Panel Forum “Harmonization of the Role of SPI and Audit Committee to guard performance of the company in a sustainable and prudential ways


2

14.

Effectiveness of oversight mechanism of Board of Commissioner and the role of Audit Committee in detecting Fraud in the financial reports “Purpose and aspect of Accountancies, audit, GCG and law”.

Ikatan Komite Audit Indonesia (IKAI)

2

15.

One-Day Seminar of FKSPI “Improving Internal Audit capability by using Risk & Control”


13

Work Guidelines for Internal Audit Unit

well as basis of existence and implementation

In conducting its duties, Internal Audit Unit refers

of supervisory duties of Internal Audit. The

to Internal Audit Charter and Audit Internal Manual

Internal Audit Charter and Internal Audit Manual

along with Annual Audit Work Program (Program

are therefore disclosed to be recognized by all

Kerja Audit Tahunan – PKAT), while using the

employees and other related parties so that there is

approach of Risk-Based Audit Planning.

mutual understanding and cooperation in realizing the Vision, Mission and Objectives of the Company.

Internal Audit Charter and Internal Audit Manual

The Company has Internal Audit Charter and Internal

are decided based on Decision of the Directors No.

Audit Manual since 01 March 2003 and on 28 May

59/KPTS/2013 dated 28 March 2013. Apart from

2009 and 28 March 2013, they were revised in

serving as work guidelines, Internal Audit Charter

accordance with prevailing regulations of Bapepam-

and Internal Audit Manual also plays an important

LK. Internal Audit Charter is reviewed and improved

role in enforcing the role and responsibilities as

periodically in line with the changes in prevailing rules and regulations.


275




In general, Internal Audit Charter and Internal Audit

Highlights 2014

Management Report



9. Unless required by provisions of rules and

Manual contains:

regulations, articles of association and/or

1. Definition of Internal Audit.

regulations of the Company, Internal Auditors

2. Structure and Position of Internal Auditing Unit.

are required not to disclose information obtained

3. Duties and Responsibilities of Internal Auditing Unit. 4. Authorities of Internal Auditing Unit. 5. Code of Ethics for Auditors of Internal Auditing Unit. 6. Requirements for Auditors of Internal Auditing Unit.

during the carrying out of their duties. 10. In carrying out the duties, Internal Auditors are required to disclose all significant facts they know. 11. Internal auditors are required to continuously advance their expertise and effectiveness as well as quality in the carrying out of their duties.

7. Accountability of Internal Auditing Unit. 8. Prohibition to Hold Dual Positions.

Tasks and Responsibilities of Internal Audit Unit The role of Internal Audit is to make sure of and

Code of Ethics for Internal Auditors

provide independent and objective consulting for

In carrying out its functions and tasks, apart from

the Management in order to boost the creation

complying with the Company’s prevailing Code of

of added value and improve Jasa Marga’ business

Conduct in general, Internal Audit also has Code of

operation.

Ethics for Auditors, which is stated in Internal Audit Charter, and consists of among others:

Referring to the Audit Charter, the tasks and

1. Internal auditors are required to have integrity,

responsibilities of Internal Auditing Unit are as

objectivity, and seriousness in carrying out the

follows:

duties and fulfilling the responsibilities of their

1. Planning and carrying out Annual Audit Work

profession. 2. Internal auditors are required to show loyalty to their organization or the parties they serve. 3. Internal auditors are required not to be consciously involved in actions or activities that

internal control and risk management system in accordance with the Company’s policy. 3. Conducting audit and assessment on efficiency

may discredit the profession of internal audit or

and effectiveness in the area of finance,

their organization.

accounting, operation, human resources,

4. Internal auditors are required to control themselves from activities that may cause conflicting interest with their organization; or activities that may cause prejudice that doubts their capability to carry out the duties and

information technology and other activities. 4. Providing corrective advice and objective information to all level of management concerning all audited activities. 5. Making report on audit results and submitting the

fulfilling the responsibilities of their profession

said report to President Director and the Board

objectively.

of Commissioners.

5. Internal auditors are not allowed to take compensation in any forms from employees,

6. Designing program to evaluate the quality of internal audit activities conducted.

clients, customers, suppliers and business

7. Conducting special audit whenever necessary.

partners of their organization as it may influence

8. Conducting Internal Audit Management at

their professional judgments. 6. Internal auditors only conduct services that

Subsidiaries as special assignment from President Director, in order to provide guidance,

are able to complete using the professional

supervision, learning and counseling in preparing

competencies they own.

and implementing Internal Audit at Subsidiaries.

7. Internal auditors are required to make every effort so that they always fulfill Internal Audit Professional Standard. 8. Internal auditors are required to be prudent and wise in using information obtained in the implementation of their duties.

276

Program. 2. Testing and evaluating the implementation of






Glossary


Implementation of Activities of Internal Audit Unit in 2014 Routine/ Operational Audit

In accordance with the Annual Audit Work Program (PKAT) 2014 set by the President Director, in 2014 Internal Audit has carried out inspection on 13 Audit Object. The audit carried out at Head Office Unit, Branch Office and Project Development/Improvement of Toll Road. Monitoring the follow-up of Audit Recommendation carried out through regular monitoring mechanisms in each Quarter

Special Audit/special-purpose audit

Implementation of the Special Audit/Audit with Specific Purpose done by PKAT and the request from management to audit/review of specific issues as deemed necessary by management to be evaluated. In 2014, Internal Audit has conducted two audits with a Specific Purpose namely Audit on Procurement of Goods/Services.

Audit at Subsidiaries

Audit in subsidiaries conducted at the request of the Subsidiary which had previously been set out in the Decision of the General Meeting of Shareholders of the Subsidiary. Audit for the Subsidiary done by establishing the Joint Audit Team among shareholders

Audit Results of Internal Audit Unit

Internal Audit Unit Performance

Audit is carried out to evaluate the effectiveness

Evaluation

of the Company’s Internal Control System, Risk

The performance of Internal Audit is measured and

Management, and the process of Corporate

assessed from the achievement of Key Performance

Governance as well as to assess the efficiency and

Indicators (KPI). There are 13 indicators that are

effectiveness of the entire activities of the Company

measured and assessed yearly and are the form of

(in the fields of finance, operation, human resources,

management contract between the Head of Internal

information technology along with other activities).

Audit and the Directors. Major indicators in KPI are as follows:

Report on results of audit carried out by Internal

• Efficiency of audit cost

Audit is submitted to President Director and

• Audit request from the Management

recommendations from audit results are considered

• Timeliness of final report issuance

and referred to in implementing the follow ups.

• Implementation of followed up recommendations

Simultaneously, report of audit results is also

• Timeliness of completion of Risk-Base Internal

submitted to Audit Committee.

Audit Planning • Implementation of audit plan

Other Audit Supporting Activities

• Achievement of work programs

In addition to its routine activities, Internal Audit has improved the audit management by using computer

In order to make sure that the recommendations are

application (Audit Management System/AMS). All

followed up, the Company has regulated a control

audit activities starting from PKAT, Scheduling/

mechanism through Instruction of the Directors

Assigning Audit Team, Implementation of field work,

on Auditees’ Obligation to report the follow up of

Audit Reporting and Monitoring of Audit Results

recommendations of Internal Audit Unit at the end

Follow ups are managed by AMS.

of every quarter to the President Director.


277




Highlights 2014

Internal Control System of the Company The implementation of internal control system carried out by Jasa Marga refers to Article 26 of the Regulation of the State Minister of State-

Management Report

Operational Objective

This relates to the effectiveness and efficiency of the Company’s operational activities, including operational and financial performances as well as the security of the Company’s assets.

Reporting Objective

This relates to the reliability of the Company’s financial reporting, including internal and external reports, both financial and non-financial reports.

Compliance Objective

This relates to compliance to prevailing rules and regulations.

Corporate Governance Implementation at StateOwned Enterprises.

on Code of Corporate Governance, Directors then decide Internal Control System by adopting the concept of Internal Control from COSO (Committee of Sponsoring Organization of Treadway Commission). The framework of integrated internal control according to COSO has three (3) categories of objectives and five (5) components of Internal Control.


The three categorized objectives are as follows:

Owned Enterprises No. PER-01/MBU/2011 on Good

Through Decision of Directors No. 96/KPTS/2011


The five components required for effective Internal Control System are as follows: 1. Control Environment 2. Risk Assessment 3. Control Activities 4. Information and Communication 5. Internal Control Monitoring

Socialization of Corporate Internal Control System (SPIP) Framework In line with the framework of Internal Control owned by the Company, i.e. Corporate Internal Control System (Sistem Pengendalian Internal Perusahaan – SPIP), Internal Audit Unit also continues to socialize the principles of COSObased Internal Control To all working units at the Company for all levels of position through the programs of training and workshop carried out in cooperation with Jasa Marga Development Centre (JMDC). The objectives of socialization of SPIP and the future plans among others are as follows: •

Mutual understanding on the objectives and components in Corporate Internal Control System (SPIP).

•

The Company is capable of further ensuring that SPIP is understood and implemented by all Jasa Marga Individuals.

278






Glossary


Socialization of Corporate Internal Control System (SPIP) in 2014 No.

Date (mm-dd-yyyy)

Venue

Class of Participants


1.

17-03-2014

Head Office

VI-VIII

44

2.

19-03-2014

Head Office

VI-VIII

43

3.

07-04-2014

Head Office

VI-VIII

50

4.

21-04-2014

Head Office

VI-VIII

50

5.

13-05-2014

Belmera Branch

VI-VIII

30

6.

20-05-2014

Semarang Branch

VI-VIII

30

7.

20-05-2014


VI-VIII

30

8.

25-08-2014

Head Office

VI-VIII

49

VI-VIII

30

9.

25-08-2014


10.

27-08-2014

Head Office

VI-VIII

42

11.

27-08-2014

Belmera Branch

VI-VIII

30

12.

27-08-2014

Purbaleunyi Branch

VI-VIII

30

13.

04-09-2014

Head Office

VI-VIII

30

14.

15-09-2014

Purbaleunyi Branch

VI-VIII

30

15.

16-09-2014


VI-VIII

30

16.

16-09-2014

Head Office

VI-VIII

42

17.

23-09-2014

Head Office

VI-VIII

50

18.

06-10-2014

Head Office

V

60

IV

40

19.

07-10-2014

Head Office

20.

08-10-2014

Head Office

VI-VIII

47

21.

13-10-2014

Head Office

III

40

Review on Effectiveness of Corporate Internal Control System (SPIP) Reports on Audit Results that are categorized based on the objectives and components in SPIP (COSO framework), are then analyzed annually in order to make improvement on components requiring it. The Audit Results Analysis is also carried out to measure the effectiveness of the achievement of SPIP targets (the Company’s operation, accuracy/reliability of the Company’s reports, and compliance with prevailing rules and regulations). Profile of Head of Internal Audit

•

Joined Jasa Marga in 1988 and

Surabaya in 1987. Previous key

was appointed Head of Internal

positions at Jasa Marga included

Audit on 02 February 2015 based

GM Cawang-Tomang-Cengkareng

on the Decision of Directors

(2014) and Surabaya-Gempol Branch Manager (2008-2014).

No.008/AA.P-6a/2015 dated 02 Agus Purnomo

•

February 2015.

•

Age as of 31 December 2014

Clompleted Bachelor’s Degree

was 51.

in Civil Engineering from 10 November Institute of Technology


279




Highlights 2014

Management Report



Risk Management Report With a vision to become a developer and leading

in accordance with the fields of RJPP (Corporate

toll road operator in Indonesia, Jasa Marga adopts

Long-Term Plan) 2013-2017

modern technology and management systems to continuously improve the competitiveness of

Develoment of Jasa Marga Risk

the Company. One important element in modern

Management

management is the management of risks.

Since 2007, Jasa Marga started the implementation of Risk Management system with the basis of AS/

In carrying out its business activities, the Company

NZS 4360:1999 standard, which was decided by

realizes that risks are inseparable from each of its

Decision of the Directors No. 139/KPTS/2007 on

operational activities and may influence business

Risk Management Manual. With the issuance of

results and performance of the Company. Given the

ISO 31000:2009 on 31 October 2009, Jasa Marga

toll road business requires large investment with

conducted management review to amend the

long-term returns and has high uncertainty during

guidelines on implementation of risk management

construction and operation, the application of risk

with the new standard of Enterprise Risk

management is becoming increasingly important for

Management (ERM) orientation by the issuance of

Jasa Marga in running its business.

Jasa Marga Directors Decision No. 129.2/KPTS/2010 on Risk Management Policy and Manual of Risk

Risk Management is carried out by means of

Management in PT Jasa Marga (Persero) Tbk.

systematic, structured and integrated approach to

280

anticipate uncertainty or possible loss in the running

Jasa Marga’s journey in implementing Risk

of the Company and it consists of three (3) main

Management is shown in the following Roadmap of

fields, i.e. the development of toll road, the operation

Jasa Marga Risk Management System Development.

of toll road and the development of other businesses

This Roadmap is updated every year to adjust

(non-toll road) as well as the supporting 4 fields

with the latest development as well as internal and

(finance, human resources, and IT) and other fields,

external policies of the Company.






Glossary


Roadmap of Jasa Marga Risk Management System Development

2013-2014

RJPP Targets

11 Principles of ISO 31000 : 2000

Result of Risk Maturity Level

GAP

All strategic decisions consider risk analysis result The Company is prevented from the Risk of Loss

2007-2017 Roadmap

INTEGRATION WITH OTHER PROCESSES 1. Socialization and Workshop on Risk Management 2. Training on Risk Management for VP/ GM and EPRP Team 3. Integrated Risk Management in Strategic Planning (RJPP/RKAP) 4. Risk-Based Audit 5. Development of Risk Maturity Model 6. Implementation Design of Systematic and Structured Risk Management Database System using online application 7. Design of Integrated Corporate Risk Profile Perusahaan 8. Risk Appetite and Tolerance 9. Monitoring of Risk Mitigation and Evaluation on Risk Incidents

2015-2016

2017 RISK CULTURE

IMPLEMENTATION & MONITORING 1. Socialization and Workshop on Risk Management 2. Training on Risk Management for BOD/BOC 3. RPR RKAP 2015 and Report on online Risk Mitigation 2014 4. Draft of Guidelines on Risk ManagementBased Strategic Planning (RJPP/ RKAP) 5. Integration of Risk Management Targets with KPI 6. Measurement of Risk Maturity 7. Trial of Integrated Corporate Report with Risk Management

1. Review and development of risk management system 2. Integrated Risk Management: • RJPP • RKAP • Other strategic decisions • Corporate Performance Report 3. Forming of risk-awareness behavior 4. Measurement of Risk Maturity

Process of Transformation Management

Risk Management Policies The Board of Directors set a Risk Management

In addition to ISO 31000: 2009, the Company’s

Policy as a benchmark in achieving the Company’s

risk management also refers to the Regulation of

Long-Term Goals and Risk Management Manual

the State Minister of State-Owned Enterprises No.

as an embodiment of commitment to the

PER-01/MBU/2011 on the Implementation of Good

implementation of risk management throughout

Corporate Governance (GCG) in State Owned

the entire organization and integratedly, in order to

Enterprises, which has been revised by Minister of

support certainty and provide a framework for risk

State Owned Enterprises No. PER-09/MBU/2012

management in a systematic and measured way in

on the amendment to the Regulation of the State

accordance with the international requirements.

Minister for State-Owned Enterprises No. PER-01/ MBU/2011 on the Implementation of Good Corporate

Risk Management Policy and Risk Management

Governance (GCG) in State Owned Enterprises.

Manual in the Company adopts the ISO 31000: 2009 as reference which is contained in the

The signing of risk management policy by

Decision of the Board of Directors of Jasa Marga

all Directors shows Directors’ commitment,

No. 129.2/KPTS/2010 on Risk Management Policy

seriousness and awareness of the importance of risk

and Risk Management Manual in PT Jasa Marga

management in the Company’s sustainability and

(Persero) Tbk.

target achievement.


281




Highlights 2014

Management Report



RISK MANAGEMENT POLICY As toll road company with the vision of becoming a modern company in toll road development and operation, PT Jasa Marga (Persero) Tbk. realizes that in achieving the said vision bears the risks caused by uncertainty in achieving business targets of the Company due to the long return of the investment and changes in both internal as well as external environment, along with other risks in relation to toll road operation and management of the Company. To control the risk of uncertainty in achieving the Company’s business targets and to minimize potential risks in obtaining business opportunity, the Company then sets a risk management policy. In view of the above, the Company has decided the Risk Policy as follows: 1. In order to implement risk policy, the Company has implemented the principles of Good Corporate Governance, i.e. Transparency, Accountability, Responsibility, Independency and Fairness. 2. Risks need to be understood as all occurences that may happen in the business process of the Company during its achievement of its business process. 3. All risks of the Company must be managed in the best possible way by making use of the Company’s resources so that they stay within the range of the Company’s Risk Tolerance. 4. The Directors, all Employees and Business Partners of the Company have roles in risk management in accordance with their respective responsibilities. 5. Risk management system is to be perfected continuously based on the most recent condition and all employees are to be encouraged to always develop and nurture the culture of risk awareness in order to preserve the values of the Company and stakeholders’ trust. The Directors of PT Jasa Marga (Persero) Tbk. are responsible for ensuring that the Risk Policy is socialized and implemented, and its effectiveness is reviewed periodically. Jakarta, 22 July 2010 DIRECTORS OF PT JASA MARGA (PERSERO) Tbk Finance Director

Operation Director

President Director


Human Resources Director

Ir. Reynaldi Hermansjah

Ir. Adityawarman

Ir. Frans S. Sunito

Ir. Abdul Hadi HS., MM

Ir. Firmansjah, CES

The signing of risk management policies by all Directors shows Directors’ commitment, seriousness and awareness of the importance of risk management in the Company’s sustainability and target achievement.

The objectives of implementing Risk Management at Jasa Marga are as follows: 1. Improving awareness of the existence of impact from business activities and actions as well as influence of external factors containing risks. 2. Reducing the frequency of potential hazardous incidents. 3. Minimizing potential loss as an impact caused by such incidents. Risk Management Governance Structure The Company realizes that risk management is required to be implemented at all levels. The structure of risk management governance is therefore created, to enable everybody’s role in developing, managing and ensuring the implementation of risk management.

282







Glossary

Risk Management Governance at Jasa Marga is as follows: 1.


2.

Directors.

3.

Business Risk and Investment Committee.

4.

Risk Management Committee, chaired by Finance Director.

5.

Risk & Quality Management as facilitator.

6.

Corporate Risk Management Evaluation (EPRP – Evaluasi Pengelolaan Risiko Perusahaan) Team.

7.

Risk Owner (Heads of Bureau/Division/Branch/Unit).

8.

Risk Officer (the facilitators in conducting assessment).

9.

Risk Assessor (the person conducting assessment at each working unit).

Apabila dilihat dalam suatu Struktur Tata Kelola Manajemen Risiko di Jasa Marga dapat digambarkan sebagai berikut: Structure of Risk Management Governance at Jasa Marga



Directors

Risk Management Committee

INTERNAL AUDIT CORPORATE SECRETARY

Projects

Subsidiaries

Divisions

Branches

Risk & Quality Management Division

Risk Officer

Risk Officer

Risk Officer

Risk Officer

Risk Officer

Risk Assessor

Risk Assessor

Risk Assessor

Risk Assessor

Risk Assessor

EPRP Team

flow of communication (Risk Management System) flow of command (based on organizational structure) BUSINESS RISK AND INVESTMENT COMMITTEE: chaired by Commissioner with professional members. *) RISK MANAGEMENT COMMITTEE: chaired by Finance Director with VP Risk and Quality Management as secretary; the members are VP Corporate Planning, VP Toll Road Business Development, VP Related Businesses Development, VP Operation Management, and VP Finance and Accounting. **) * Profile of Chairman and members of KIRU is available at Business Risk and Investment Committee ** Profile of Chairman and members of Risk Management Committee (KMR) is available at Profile of Directors and Senior Officials


283




Highlights 2014

Management Report



The Framework of Risk Management at Jasa Marga is the development of the Risk Management principles providing the basis and organization management and encompassing the entire activities in all levels at the Company. The scheme of Risk Management Framework at Jasa Marga is shown as follows: Skema Kerangka Kerja Manajemen Risiko Jasa Marga

Mandate & Commitment

Planning of Risk Management Framework: 1. Understanding organization and its context. 2. Risk Management Policies. 3. Integration with the Company’s business processes. 4. Risk Bearer. 5. Resources. 6. Creation of Reporting and Communication Mechanism.

Continuous Improvement

Risk Management Preparation

Monitoring and Review

The Risk Management Framework encourages the carrying out of effective Risk Management by implementing Risk Management process at various levels of the organization and in specific contexts of the Company. Risk Management Framework is basically a management system with system structure that forms PDCA (Plan, Do, Check, Action) cycle, in order to ease the integration of Risk Management system with other management systems of the Company. To support the effectiveness of Risk Management implementation, Jasa Marga has created several procedures among others as follows: a) Procedure for Risk Management (PK/PR/01-BMMR). b) Procedure for Creating RPR (PPR PK/PR/02-BMMR). c) Procedure for Monitoring Risk Mitigation Implementation (PK/PR/03-BMMR). d) Procedure for Creating the Company’s Risk Profile (PK/PR/04-BMMR). e) Procedure for Documenting and Reporting (PK/PR/05-BMMR). f) Procedure for Evaluating Risk Event (PK/PR/06-BMMR). g) Procedure for Risks Listing (PK/PR/07-BMMR)

284






Glossary


The Company’s Risks and Managing Them

high, moderate, and low. The Company’s risk

In line with the commitment of Jasa Marga

management is carried out in accordance with the

Directors to implementing effective and efficient

results of the review the Company’s Long Term

risk management, each level of the organization,

Plan (RJPP) 2013-2017, which is divided into a top

both corporate and business unit, are then required

ten risk.

to implement risk management by considering priority and benefit of each work program/ project

Top Ten Risks

for the Company’s sustainability. In 2014, there has

Top Ten Risks are ten highest risks as a result of

been changing in the risk management mechanism,

consolidation risks with the highest level of risks

both on the level of risks and identification of

status are filtered based on corporate acceptance

risks. The hope is that the changes will make the

criteria of each work units, namely Head Office,

management of the Company’s risks become more

Subsidiary of Toll Road Company, a Subsidiary

effective and will bring positive impact on the

Other Businesses and Branch Offices.

sustainability of the Company’s business. The followings are the Company’s top ten risks that In contrast to previous years, in 2014 the Company

have been identified and have been prepared based

divides the risks into four (4) levels: extreme,

on the weight of each risk:

Description of Risks and Risk Mitigation No.

Tindak Lindung

Deskripsi Risiko

1.

Delay of Capex absorption by Jasa Marga’s Toll Road Subsidiaries.

Coordinating with the Finance & Accounting Division in undertaking refinancing through financial instruments (such as: bonds) with lower interest rates when Subsidiaries has recorded profits.

2.

Completon of construction is behind schedule (land acquisition problems).

Coordinating and encouraging related agencies to accelerate toll road development.

3.

Land price is yet to be agreed with the land owner

1. Coordinating with TPT/P2T and related parties. 2. Increasing intensity in approaching the land owners

4.

Damages in expantion Joint

Repairing Expantion Joint with Rubber Hump Seal (combined with asphaltic plug on certain locations).

5.

Damage in the structure of Ciliwung bridge, and Cengkareng Drain.

Bridge Strengthening.

6.

Damages in pavement at toll gates.

Repairing the pavement at toll gates.

7.

Not meeting the SPM requirement (Indicator of toll road condition).

1. 2. 3. 4.

8.

Emergency situations disrupt operational Handling landslide at toll road. activities.

9.

Performance of Toll Road equipments is not as expected

1. Maintaining the Contract for Toll Road and Software of Toll Road Equipments. 2. Installing CCTV for transaction monitoring at toll gates.

10.

Landslide at slopes due to land movement

Building Bore Pile to prevent landslide.

Conducting Toll Road periodic maintenance. Repairing works at Simpang Susun. Repairing works at Bearing Pad of the Bridge. Patching and Surface Dressing of Toll Road.


285




Highlights 2014

Management Report



In addition to the top ten most risks that are affecting the Company’s future performance, the Company also identified risks in each Directorate. Hopefully, by the identification of risks per directorate, the relevant Directors can focus more on addressing the risks in the related fields. Following are the details of the identification of risk by directorate: A.

Risks in Development Aspect

Having carried out risk identification based on targets of RKAP 2014 in the field of Development, several risks potentially impeding target achievement were identified. The identified risks requiring attention among others were: The Company’s Risk Profile in 2014 in Development Aspect Risk

No.

Risk Mitigation

1.

Completion of land acquisition is behind schedule.

Coordinating with and encouraging related parties to speed up toll road development.

2.

Completion of construction is behind schedule.

1. 2. 3.

3.

B.

Delay in getting permit to develop business

Coordinating with TPT/P2T and related agencies Increasing intensity to approach land owners. Coordinating and encouraging related institutions in order to speed up toll road development

Coordinating with related agencies to get permit.

Risks in Operational Aspect Having carried out risk identification based on targets of RKAP 2014 in the field of Operational, several risks potentially impeding target achievement were identified. The identified risks requiring attention among others were: The Company’s Risk Profile in 2014 in Operational Aspect No.

Risk

Risk Mitigation

1.

Performance of equipment for controlling toll revenues is not optimum.

1. 2.

Installing Optical Sensor Beam (OBS) at toll booths. Implementing Electronic Entrance Ticket (Kartu Tanda Masuk Elektronik – KTME).

2.

Minimum level of service is not fulfilled.

1. 2.

Toll road periodic maintenance. Toll road patching and surface dressing.

3.

Emergency situations disrupting operational activities.

1. 2.

Strengthening slope using bored pile. Using retaining wall for areas with not too high embankment, and using bored pile for fault areas. Conducting observation periodically using supporting equipment of slope instruments (Inclinometer, displacement pegs, etc.).

3.

4.

Toll road congestion (V/C Ratio <0.8)

Providing additional lanes.

5.

Toll tariff increase is delayed.

1. 2.

286


Complying with minimum level of services prior to audit by BPJT. Using independent consultant to assess the sufficiency of SPM fulfillment prior to assessment by BPJT.


C.




Glossary


Risks in Financial Aspect Having carried out risk identification based on targets of RKAP 2014 in the field of Finance, several risks potentially impeding target achievement were identified. The identified risks requiring attention among others were: The Company’s Risk Profile in 2014 in Financial Aspect No. 1.

Risk Lack of cash for operational activities.

Risk Mitigation 1. 2.

3.

2.

3.

D.

Delay in availability of investment fund.

1.

Loss of principal of fund placement of time deposit savings.

1. 2.

2.

Monitoring the process of automatic transfer of Daily Toll Collection (Hasil Pengumpulan Tol Harian – HPT) every day from Branches’ account to Head Office’s account. Monitoring policies on implementing the Operational Fund Usage (Penggunaan Dana Operasi – PDO) of Branches and limiting time for payment of transaction to maximum 14 working days since complete and correct document of payment is received. Controlling payment of Other Work Fund (Dana Kerja Lain – DKL) of Branches by limiting to maximum two (2) before due date. Having Credit Agreement (Standby Loan) with bank in sufficient plafond that can be withdrawn at any time. Coordinating with related unit regarding payment schedule and investment fund requirement plan. Analyzing bank’s level of health. Placing fund based on continuous analysis of Legal Lending Limit and Portfolio Placement Limit.

Risks in HR and Other Aspects Having carried out risk identification based on targets of RKAP 2014 in the field of HR and Others, several risks potentially impeding target achievement were identified. The identified risks requiring attention among others were: The Company’s Risk Profile in 2014 in HR and Other Aspects No.

Risiko

Tindak Lindung

1.

Number of employees exceed ratio target. 1.

2.

Unfulfillment of formation needs and job competencies, i.e. HR needs especially structural positions are not yet fulfilled.

1. 2.

Assessing employees periodically and comprehensively. Creating career management system.

3.

Insufficient improvement of business process, reorganization and employee recruitment

1. 2. 3. 4.

Reviewing recruitment system. Creating integrated employee development system. Setting up and implementing individual carrier path. Mapping employees’ competencies.

4.

Employees are not satisified with 1. changing in remuneration, implementation 2. of system is not as expected in terms of schedule and quality. 3.

Setting up remuneration system policy. Socializing new remuneration system to all employees Adjusting ERP with new remuneration system.

5.

Implementation of IT in the Company is not well-organized and is not integrated.

Approving Decision Letter on IT Governance. Socializing IT Governance procedure. Previewing IT masterplan 2014-2018. Socializing IT master plan.

2.

1. 2. 3. 4.

Proposing and creating interesting compensation scheme for early retirement. Evaluating work load and work pattern.


287




Highlights 2014

Management Report



Implementation of Risk Management Work

considered to have a status of high risks

Programs in 2014

level in each work units and filtered based

In accordance with the risk management framework,

on corporate acceptance criteria.

in the 2014 the work program applies the concept of Method of preparation:

risk management of Plan, Do, Check, Action (PDCA).

i. The top Ten Risks that have qualitative 1.

Risk Management Integration with the Entire

implication risks were selected from

Business Process of the Company.

each Toll Road Subsidiary, Subsidiaries

a.

Creating Risk Management-Based RKAP

of Other Businesses, Branch Offices,

2015.

and Work Units of the Head Office

This is a yearly program in line with the

through the following steps:

procedure for creating Risk Management

a) Top Risk with qualitative impact

Plan (Rencana Pengelolaan Risiko –

are selected based on inherent risk

RPR) and Changes in Risk Management

status as -- “Extreme” and “High”

(Perubahan Pengelolaan Risiko – PPR)

and has Inherent Risk Score of ≥ 10

No. PK/PR/02-BMMR. In creating risk

(ten). b) Selecting Top Risks based on

management-based RKAP 2015, the following stages were carried out:

their effect on the achievement

i. Conducting socialization and workshop

of strategic objectives, corporate reputation, and compliance.

on creating Risk Register of RKAP 2015.

ii. Consolidate Top Risks that have the

ii. Creating Risk Management Plan of

quantitative and qualitative impacts

RKAP 2015.

for Top Risk 2015 of PT Jasa Marga

iii. Providing recommendation on the

(Persero) Tbk. The process of

decision of RKAP 2015.

preparation of this risk profile was in

iv. Creating Risk Profile of RKAP 2015.

accordance with the Procedure for In creating risk management-based

Corporate Risk Profile Preparation

RKAP 2015, it was compulsory for the

Number PK/PR/04-BMMR.

Subsidiaries to create and report Risk Management Plan. This was to ensure that

d.

Risk Management Reports.

the risks of business operational activities

Management reports are a requirement

in 2014 were identified and that the risk

and addition of the report of the

mitigation plans were created.

Company’s Report, as well as material for Internal Risk Base Audit.

b.

Review of Risk Appetite and Risk Tolerance.

The risk management plan that has

The Company prepared the Risk Appetite

been established in the Risk Profile of

and Risk Tolerance as a benchmark in

the Company and its Subsidiaries in

the achievement of corporate goals. In

2014, hereinafter was in accordance

connection with the review of RJPP 2013-

with the procedures of monitoring the

2017, it is necessary to review the Risk

implementation of Risk Mitigation No. PK/

Appetite and Risk Tolerance of the RJPP

PR/ 03-BMMR then each unit of the work/

2013-2014.

business must carry out risk mitigation and monitoring of the implementation

c.

Preparation of Top Ten Risk 2015.

of the risk mitigation actions and the

The Top Risk Preparation Program 2015

condition of risk status. These steps are

is a program to consolidate risks that are

done in hope that the risks identified in the Company’s risk profile can be monitored and minimized.

288



i.




iii.

Risk mitigation implementation. 1)


Glossary

Risk And Quality Management

Work/business unit carried out

Division evaluated and documented

risk mitigation of RPR and PPR

the effectiveness of Risk

of RJP, RKAP and KPI approved

Management implementation.

by the Directors. 2)

If there were some changes

In previous years, the management

in RJP/RKAP programs, each

of the Company’s risks were carried

work/business unit is then

out by monitoring the number of

required to reassess and create

risk mitigation programs which were

Changes in Risk Management.

planned and implemented. As for

ii.

Risk Management Monitoring.

2014, the Company looked more in-

Monitoring included:

depth about the effectiveness of the

1)

Continuous monitoring by risk

risk mitigation programs by looking

owners on a daily basis.

at the decline of risk level that has

Supervision by head of work/

been planned.

2)

business unit on a periodical basis. 3)

Supervision through internal and external audit on a periodical basis.

4)

Investigation on incident related to Risk Management.

Reduction of Risks from Inherent Risks (Assessment Results) to Real Risks (Monitoring Results) Period

Prob

Impact

Exposure

4.13

4.56

18.82

High

Q1 2014

3.94

4.50

17.73

High

Q2 2014

2.81

3.13

8.80

Moderate

Q3 2014

2.31

2.69

6.21

Moderate

Target for Reduction in Q4 2014

1.94

2.31

4.48

Moderate

INHERENT (Assessment in 2013)

Risk Level

Based on the above profile data, it can be seen that the level of Risks of Top Risk in the RKAP 2014 for Q4 showed a decline from High Risk to Moderate Risk level with exposure of 4.48 (probability of 1.94 and impact 2.31). This shows that the threats/risks that were expected to be encountered by the Company have declined.


289


2.



Highlights 2014

Management Report



Socialization, Sharing, Training and Certification of Risk Management Although there were structural changes, mutations, and pensions, the Company was still trying to meet the personnel competencies that exist in the Company, in particular those who were included in the governance structure of risk management. Therefore, the Company conducted information dissemination program to each unit of works, attending seminars, obtaining certification, and sharing of risk management. a.

Training, Socialization and Certification To ensure adequate competencies of risk management in the Company, Jasa Marga has also conducted trainings and seminars as well as Risk Management certification program for management-level employees and staffs, especially those who are directly involved in managing the risks, either through training held by the Company internally or held by external parties in collaboration with professionals in the field of risk management, for instance with the Center for risk Management Studies (CRMS).

Trainings, Seminars and Certifications of Risk Management in 2014 No.

Description

Vendor/ Trainer


Participants

1.

Business Continuity Training Management ISO 31000:2009

CRMS

2

Vice President DRQM and Risk Management Manager

2.

Enterprise Risk Management Training Fundamental ISO 31000 : 2009

CRMS

2

Assistant Vice President DRQM and Assistant Manager Risk Management

3.

Socialization of Risk Register and Report on Mitigation with application

Internal

316

Risk Owner, Risk officer, Risk Assessor, and Representatives from Work Unit, Branch and projects

4.

Training on Implementation of Risk Management for Subsidiaries

Internal

22

Representatives from Subsidiaries

Until 2014, the number of employees who holds certification in Risk Management is as follows: No.

Type of Competency Certification

Total

Active

Retired

1.

Certified in Enterprise Risk Governance (CERG)

5

3

2

2.

Enterprise Risk Management Certified Professional (ERMCP)

5

4

2

3.

Enterprise Risk Management Associate Professional (ERMAP)

6

4

1

4.

Certified Risk Management Program (CRMP)

2

1

1

b.

Risk Management Comparative Study The Company routinely performs comparative studies in order to be always up-to-date about the knowledge of risk management and the latest development of risk management from external side as well as to exchange experiences and exchange ideas between practitioners and professionals in the field of Risk Management in Indonesia. In 2014 the Company attended the ‘Roundtable Risk Management and Continuous Improvement in an Organization’, which was held at PT Jasa Marga (Persero) Tbk in cooperation with the CRMS Indonesia, Enterprise Risk Management Academy (ERMA) Indonesia. In addition to conduct benchmarking to other companies, the performance of the Company’s risk management was already considered good enough by other companies that serve as a benchmarking.

290






Glossary


In 2014, the Company received several

Management. This program is the measurement

benchmarking of other companies, among

of risk management implementation

others:

effectiveness, in order to give guidance towards

1. Comparative Study on Implementation

improvement in risk management system

of Risk Management at PT Jasa Marga

carried out at Jasa Marga, with the objectives as

(Persero), Tbk by PTPN IX (Persero).

follows: • Obtaining data on gap and description on

2. Comparative Study on Implementation

how far risk management implementation is

of Risk Base Budgeting at the Company

at Jasa Marga.

by PT Angkasa Pura I (Persero).

• Obtaining recommendations (Strength and

3. Comparative Study on Web-Based Application of the Implementation of

OFI) as well as guidance and corrective

Risk Management by PT Jasindo.

advice for the implementation of risk management going forward.

3.

Application of Web-Based Risk Management Since 2014, the risk management plans set down

Initially, Jasa Marga conducted the program of

by the Company’s work units, branches and

measuring the effectiveness of risk management

Subsidiaries as well as risk mitigation monitoring

implementation every two (2) years in the

reports per quarter should be done through the

hope that in between measurement programs,

application of web-based Risk Management.

the improvements of risk management

This method is intended to support the

effectiveness are able to be followed up

administrative activities that ensure that the risk

continuously. However given many and rapid

management process becomes more efficient

changes in the development of the system

as well as recorded in the database and a more

implemented in the Company, it is necessary

convenient and faster risk management which

to perform measurements each year to see

can be accessed anywhere and anytime.

the effectiveness of the implementation of the improvement of existing systems

4.

Measurement of Risk Management Implementation Effectiveness

The model used to measure maturity level of risk

To guarantee the implementation of

management in 2013 and 2014 has five (5) levels

effective Risk Management that supports the

describing the competencies of the Company

performance of organization, Jasa Marga, in

in implementing risk management and six (6)

cooperation with independent consultant, has

Measurement Attributes.

measured the level of Risk Maturity in Risk

Risk Management Maturity Measurement Model LEVEL Initial Level 1

Beginner Level 2

Capable Level 3

Proficient Level 4

Leader Level 5

ATTRIBUTE LEADERSHIP RISK MANAGEMENT PRINCIPLES PROCESS APPLICATION EXPERIENCE CULTURE


291




Highlights 2014

Management Report



Based on the level of maturity that has been generated, it can be drawn the following conclusions: • For principle attribute, the Company obtained a level of COMPETENT. This means that there is an understanding of the Company in Risk Management principles and some principles of risk management began to be applied. • For Leadership attribute, the Company obtained a level of COMPETENT. This means that in the Company’s leadership style of its leader has been used as a role model for applying a consistent risk management throughout the organization. • As for Application attribute, the Company obtained a level of COMPETENT. This means that in the Company’s policies and risk management system has begun to be applied but has not been consistent. The report has not been put in detailed. There are KPI measurements that are related with risk management, however these have yet to be consistently implemented. • As for Process attribute, the Company obtained a level of COMPETENT. This means that in the risk management process in the Company has not been entirely consistent, yet the Company is learning from experience, and uses a common approach. • As for Experience attribute, the Company obtained a level of BEGINNERS. This means that the Company only has the basic competency of risk management. • As for Culture attribute, the Company obtained a level of COMPETENT. This means that the Company receives active support from senior management for implementing risk management. The awareness of risk management starts to improve with some actively seek information about risk management. There has been a commitment to implement risk management but have not been consistent, and the coordination is week. However, there is understanding in the elements of the organization to reach the target and the management started to feel the need for assessing risks during the decision making process. • In general, the maturity of the Risk Management of the Company stands at COMPETENT level, with a score of 3.23. Results of Measurement of Jasa Marga Risk Maturity Level Based on Attribute Karakter

Nilai

Tingkat Maturitas

Culture

3.44

Competent

Level 3

Process

3.09

Competent

Level 3

Experience

2.32

Beginner

Level 2

Application

3.42

Competent

Level 3

Leadership

3.61

Competent

Level 3

Principle

3.50

Competent

Level 3

Maturity Level

3.23

Competent

Level 3

The score of maturity of the Company improves from 2013 at 3.12 to 3.23 in 2014, as shown in the following table:

Year

292

Number of Indicators

Score

Maturity Level

2013

6 indicators

3.12

Competent, Level 3

2014

6 indicators

3.23

Competent, Level 3







Glossary

Profile of VP Risk and Quality Management

Project Management from University of Indonesia in 2005. • Previous key positions at Jasa Marga included Project Manager of Gempol-Pasuruan Toll Road (2011-2013), Head of Maintenance Implementation Department of Jagorawi Branch (2010-2011) and Head of Quality Control and Nixon Sitorus

Implementation Control Department of Porong-

• Joined Jasa Marga in 1997. Being appointed VP

Gempol Toll Road Development Project (2009-

Risk and Quality Management since 02 February

2010), Deputy General Manager Toll Collection

2015 based Decision of Directors No. No.006/

Management of Cawang-Tomang-Cengkareng

AA.P-6a/2015 dated 02 February 2015.

Branch (2008-2014) and Head of Maintenance

• Completed Bachelor’s Degree in Civil Engineering from Bandung Institute of Technology in 1995 and Master’s Degree in

Supervision, Control and Evaluation Sub Division of Cawang-Tomang-Cengkareng Branch (2006). • Age as of 31 December 2014 was 42.

Material Litigation Material Litigation represents legal matters faced by the Company during the period of the report and they have been filed for legal process through both Court and Arbitration. Amount Sued represents the amount of compensation sued against the Company as the defendant or amount of compensation sued by the Company as the plaintiff, for both material and immaterial losses. As a pioneer in the field of toll road business, the Company oftentimes deals with various litigations as the Plaintiff, Defendant as well as Co-defendant. In 2014, material litigations faced by Jasa Marga were all civil cases. Based on the type of merits of case, Jasa Marga’s material litigation is classified into Land Litigation, Corporate Litigation, Industrial Relations Litigation, and Other Litigation. For the below legal cases, Jasa Marga believes that the continuation of court investigation or verdict will not have material impact on the Company and its Subsidiaries. Based on Management’s estimate to settle the cases, Jasa Marga has budgeted fund amounting to Rp 8,020,704,000 in RKAP 2014. The recapitulation of material litigations faced by the Company over the past three years is as follows: 1.

The number of material litigations. 2012

2013

26 cases

14 cases

2014 11 cases

2. Details of cases Types of Case

Number of Cases

Land Litigation

6 cases

Corporate Litigation

3 cases

Industrial Relations Litigation

1 case

Others

1 case


293




Highlights 2014

Management Report



3. Legas cases and its completion status. Number of Cases Legal Issues

Pidana

Industrial Relations

-

-

1 case

10 cases

-

-

Civil Cases

Completed (having permanent legal force) In the process of completion

The details of material litigations faced by the Company among others were as follows: Land Litigation CASE OF ONIH BINTI RIDI Case No.:

75/Pdt/2014/PT.DKI

Institution:

High Court of DKI Jakarta

Parties:

Plaintiff: Urip bin Nasar and Onih binti Ridi Defendant: Jasa Marga

Merits of Case:

Lawsuit in relation to ownership of 9,164-m2 land on JORR Toll Road Ulujami-Pondok Aren Section

Status of Case:

The Verdict of High Court of DKI Jakarta on 25 March 2014 confirmed the verdict of State Court of South Jakarta No. 205/Pdt.G/2012/PN.Jkt. Sel denying Plaintiff’s suit.

Management Efforts:

At present, the case in the process cassation at the Supreme Court of the Republic of Indonesia

Amount Sued:

Rp 13,892,624,000

Impact of Case on the Company:

No impact.

CASE OF SRI SUPARTINI

294

Case No.:

490 PK/Pdt/2007

Institution:

Supreme Court

Parties:

Plaintiff: Sri Supartini Cs. Defendant I: Land Acquisition Team (P2T) of Tangerang Regency Defendant II: Department of Settlement and Regional Infrastructure Defendant III: Jasa Marga

Merits of Case:

Lawsuit in relation to ownership of 5,500-m2 land on JORR Toll Road Ulujami-Pondok Aren Section

Status of Case:

At the level of Judicial Review, the case has reached a verdict on 03 July 2008, Jasa Marga’s Judicial Review was denied.

Management Efforts:

Jasa Marga has coordinated with the Ministry of Public Works to file counter suit.

Amount Sued:

Rp 20,140,000,000


No impact.






Glossary


CASE OF FIKRI GANI Case No.:

283/Pdt.G/2014/PN.Bks

Institution:

District Court of Bekasi

Parties:

Plaintiff : Fikri Gani Defendant I : Land National Agency Defendant II : Jasa Marga

Merits of Case:

Lawsuit in relation to ownership of 1,935 -m2 land in Caman, Bekasi on Jakarta-Cikampek Toll Road.

Status of Case:

The case is still in the process at District Court level.

Management Efforts:

Jasa Marga has appointed legal consultant and at present it is in the process of settlement at Bekasi District Court.

Amount Sued:

Rp 13,545,000,000


No impact.

CASE OF MUSTAFA RAHMAN Case No.:

1173 K/PDT/2012

Institution:

Supreme Court

Parties:

Defendant I : Defendant II : Defendant III : Defendant :

Merits of Case:

Lawsuit in relation to ownership of 6,670-m2 land used for JORR Toll Road E1 Section.

Status of Case:

At cassation level, the case has reached a verdict on 21 October 2013, Petition for Cassation of Jasa Marga, Minister of Public Works and Mayor of East Jakarta was denied.

Management Efforts:

Jasa Marga has applied for Judicial Review of such verdict on 12 December 2013.

Amount Sued:

Rp 17,775,000,000


No impact.

Department of Settlement and Regional Infrastructure (Department of Public Works) Mayor of East Jakarta PT Jasa Marga (Persero) Tbk Mustafa Rahman


295




Highlights 2014

Management Report



CASE OF BENUA CHANDRA Case No.:

704 K/Pdt/2007

Institution:

Supreme Court

Parties:

Plaintiff : Defendant I : Defendant II-VI : Defendant VII : Defendant VIII-IX : Defendant X : Defendant XI-XVI :

Merits of Case:

Lawsuit in relation to ownership of 3,603 m2 land used for Mabar Office and Toll Gate on Belmera Toll Road.

Status of Case:

At Cassation level, the case has reached a verdict on 26 September 2007, Jasa Marga’s Petition for Cassation was denied.

Management Efforts:

Jasa Marga has applied for Judicial Review to Supreme Court through District Court of Lubuk Pakam, and the case is still under investigation of Supreme Court.

Amount Sued:

Rp 12,882,400,000


No impact.

Benua Chandra Jasa Marga Directorate General of Bina Marga Cs Director of PT Perkebunan Nusantara II Head of Regional Office of Land National Agency of North Sumatera Province Cs Director of PT Kawasan Industri Medan Regent Deli Serdang Cs

Corporate Litigation KASUS TIRTOBUMI II

296

Case No.:

180/PDT/2013/PT.DKI

Institution:

District Court of East Jakarta

Parties:

Plaintiff : PT Tirtobumi Defendant : Jasa Marga Co-Defendant : Ministry of Public Works

Merits of Case:

Tirtobumi filed a lawsuit over Unlawful Act against Jasa Marga on the ground that Jasa Marga did not carry out BANI’s verdicts.

Status of Case:

At the level of Appeals, the case has reached a verdict on 15 July 2013, the appeal of Jasa Marga and Minister of Public Works was granted. Official copy of the said verdict was received by the Plaintiff on 17 December 2013.

Management Efforts:

Jasa Marga keeps monitoring the continuation of the case on the next litigation process in court.

Amount Sued:

Rp 1,247,576,000,000


No impact.






Glossary


CASE OF WIDENING OF CIKAMPEK-CIBITUNG TOLL ROAD SECTION (BTS 1) Case No.:

240 K/Pdt/2012

Institution:

Supreme Court

Parties:

In rebuttal: Cassation Applicant Cassation Respondent In counter-suit Cassation Applicant Cassation Respondent

: Jasa Marga : Bangun Tjipta Sarana (BTS) : Bangun Tjipta Sarana (BTS) : Jasa Marga

Merits of Case:

Lawsuit filed by Jasa Marga against BTS in relation to Revenue Sharing Agreement for Cikampek-Cibitung Section of Jakarta-Cikampek Toll Road No. 109 dated 16 October 2002.

Status of Case:

At Cassation level, the case has reached a verdict on 24 July 2012, petition for Cassation of Jasa Marga and BTS was denied.

Management Efforts:

Jasa Marga has applied for Judicial Review on 09 October 2013.

Amount Sued:

a. Jasa Marga sued for Rp 583,053,000,000 b. BTS sued (in counter-suit) Rp 4,827,233,000,000


No impact.

CASE OF PT MITRA JUJUR INDONESIA Case No.:

252/PDT.G/2014/PN.JKT.TIM

Institution:


Parties:

Plaintiff Defendant I Defendant II Co-Defendant

Merits of Case:

Objection to termination of Contract of Works in Renovating Tomang Toll Gate on Cawang-Tomang-Cengkareng Toll Road.

Status of Case:

The case is being processed at District Court level.

Management Efforts:

Jasa Marga has appointed legal consultant and at present is in the process of settlement at District Court of East Jakarta.

Amount Sued:

Rp 13,200,000,000


No impact.

: : : :

PT. Mitra Jujur Indonesia Jasa Marga PT Purnajasa Bimapratama PT Bank Sumut Jakarta Special Branch


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Management Report



Industrial Relations Litigation CASE OF INDUSTRIAL RELATIONS COURT BANDUNG Case No.:

116/G/2013/PHI/PN.Bdg

Institution:

Industrial Relations Court Bandung

Parties:

Plaintiff 1 Defendant

Merits of Case:

Lawsuit filed by former employees of Purbaleunyi Branch in Industrial Relations Court Bandung.

Status of Case:

The case has reached a verdict on 08 January 2014 with verdict No. 116/G/PHI/PN.Bdg.

Management Efforts:

Based on Judge Verdict on 08 January 2014, the work relation between the Plaintiffs and Defendant has been terminated along with all legal consequences effective from the verdict was read out. The verdict has permanent legal standing hence no more legal efforts are required.

Amount Sued:

Salary and religious allowance amounting to Rp 503,011,056


No impact.

: Cecep Cahyadi, A.Md, Cs. : Jasa Marga

Other Litigation CASE OF THAMRIN TANJUNG

298

Case No.:

94/Pdt.G/2014/PN.Jkt.Tim

Institution:


Parties:

Plaintiff 1 Defendant I Defendant II Defendant III Co-Defendant Co-Defendant Co-Defendant Co-Defendant

Merits of Case:

Thamrin Tanjung filed a lawsuit over Unlawful Act against HK, Jasa Marga, Minister of Public Works and Attorney General of Central Jakarta in relation to execution of JORR Toll Road Section S based on Verdict No. 720 K/Pid/2001.

Status of Case:

Case is still being tried at District Court of East Jakarta.

Management Efforts:

Jasa Marga keeps monitoring the continuation of the case on the litigation process in court.

Amount Sued:

Rp 20,975,000,000.


No impact.


: : : : I : II : III : IV :

Ir. Thamrin Tanjung Attorney General GOI C.q. Ministry of Public Works Jasa Marga PT Marga Nurindo Bhakti PT Hutama Karya PT Yala Perkasa Konsorsium Hutama Yala





Glossary


Litigation at Subsidiaries In 2014, no litigation is faced by either the Subsidiaries or the Board of Commissioners and Directors of Subsidiaries. Litigation at Subsidiaries as of 31 December 2014 Name of Subsidiary

Litigation

Amount Sued

PT Jalantol Lingkarluar Jakarta Jakarta Outer Ring Road Toll Road)

None

None

PT Marga Lingkar Jakarta (JORR W2 North Toll Road)

None

None

PT Marga Sarana Jabar (Bogor Outer Ring Road Toll Road)

None

None

PT Marga Kunciran Cengkareng (Cengkareng-Kunciran Toll Road)

None

None

PT Marga Trans Nusantara (Kunciran-Serpong Toll Road)

None

None

PT Marga Trans Jateng (Semarang-Solo Toll Road)

None

None

PT Marga Nujyasumo Agung (Surabaya-Mojokerto Toll Road)

None

None

PT Transmarga Jatim Pasuruan (Gempol-Pasuruan Toll Road)

None

None

PT Jasamarga Bali Tol (Nusa Dua-Ngurah Rai-Benoa Toll Road)

None

None

PT Jasamarga Pandaan Tol (Gempol-Pandaan Toll Road)

None

None

PT Jasa Layanan Pemeliharaan (previously PT Sarana Marga Utama)

None

None

PT Jasamarga Properti (Field of property services)

None

None

PT Jasamarga Kualanamu Tol (Medan-Kualanamu-Tebing Tinggi Toll Road)

None

None

Litigation Faced by Members of Board of Commissioners and Directors In 2014, no litigation is faced by Members of Board of Commissioners and Directors in office.

Information on Administrative Sanctions In 2014, the Company received administrative sanction from the Financial Service Authority (Otoritas Jasa Keuangan/OJK) as stated in the letter of Financial Service Authority No. S-57/PM.15/2013 dated December 19, 2013 as the Company does not fulfill fairness opinion from independent appraiser on affiliate transactions, related with the purchase of the shares of PT Translingkar Kita Jaya from PT Waskita Karya (Persero) and that the validity period of appraisal summary report to be publicly announced has exceeded 6 (six) months.


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Code of Conduct and Corporate Culture Ethics and culture are the foundation of GCG implementation at Jasa Marga, given that organization certainly consists of people in it. In managing GCG, implementation of GCG is then inseparable from running ethical business and forming the awareness of the Company and its employees with sense of social responsibility to the community so as to avoid conflicts of interest and of prevailing rules and regulations. Code of Ethics In the improvement of GCG implementation, Jasa Marga has formulated various policies in relation to corporate ethics. Jasa Marga has made efforts to implement best practice ethical standard in carrying out all of its business activities in line with its Vision, Mission and culture though the implementation of Business Ethics and Work Ethics. The Company completely realizes that good relationship with the stakeholders and improvement

Highlights 2014

Board of Commissioners, Directors and the entire employees, in working and interacting with the entire stakeholders of the Company. With the main values of the Company while carrying out the Company’s Code of Conduct consistently, all Jasa Marga individuals, wherever they are, they will constantly support the implementation of good corporate governance, which in the end will lead to the increase in corporate image for the benefit of the entire stakeholders. Principles of Code of Conduct The Company’s Code of Conduct regulates the ethical values that are explicitly stated as standards of behavior to which all Jasa Marga Individuals must refer. The principles of Good Corporate Governance (GCG) implemented in Code of Conduct are as follows: 1. Transparency

performance, financial condition and other information in a clear, adequate, accurate, comparable and timely and easily accessible

Business Ethics and Work Ethics.

to stakeholders in accordance with their rights. The principle of openness does not undermine

Code of Conduct

the obligation to protect confidential

The Company has had standard of Code of Ethics

information about the Company and the

called Code of Conduct since 2010. The Code of

Customer and Partners in accordance with the

Conduct is arranged to for the carrying out of good

applicable laws and regulations.

and right corporate management, hence it requires

maximizes the implementation of the principles of good corporate governance for the accomplishment of the Company’s Vision and Mission. With the spirit of change, there has been a revision to the book of Code of Conduct of Jasa Marga and this serves as part of GCG implementation that is expected to be the basis for all level of Jasa Marga Management and Individuals in carrying out their duties, with the Decision of Directors No. 175/ KPTS/2013 dated 17 December 2013 on Code of Conduct.

300


The Company ensures disclosure of material and relevant information about the

business activities of the Company as stated in

GCG implementation as the Company’s culture that


individuals of the Company, starting from the

achievable through business integrity in each of

the accordance of behavior to achieve consistent


Code of Conduct is the guidelines for all

in value of Shareholders in the long run are only

guidelines that are intended to form and regulate

Management Report

2. Accountability

The Company ensures clarity of the functions, rights, obligations, authorities, and accountability of the Company’s Board which enables effectiveness of the management of the Company. Accountability refers to the obligation of a person or organ of the Company and the implementation of his/her authority and/or responsibilities assigned by the Company to the person or particular organ.





Glossary


3. Responsibility

The Company ensures compliance in conducting business activities based on the principles of healthy corporate, fulfillment of obligations to the Government in accordance with regulations, work together for mutual benefits and strive to make a significant contribution to society.

4. Independence

The Company guarantees the Company is managed in a professional manner without any conflict of interest and influence/pressure from any parties which is not in accordance with prevailing laws and regulations and the principles of healthy corporate.

5. Fairness

The Company guarantees fair and equal treatment in fulfilling the rights of stakeholders based on the provisions and prevailing laws and regulations.

The Code of Conduct is prepared to implement good and proper corporate governance. The guideline aims to establish and regulate the suitability of behavior in order to achieve a consistent application of GCG as a corporate culture, which maximizes the application of the principles of Good Corporate Governance, which ultimately achieving the Vision and Mission of the Company. Contents and Implementation of Code of Conduct The Company’s Code of Conduct determines policies on ethical values which are set out explicitly as a standard of behaviors that must be followed by all elements of Jasa Marga. Code of Conduct contains the following matters: Chapter I

Introduction

Chapter II Principles of Good Corporate Governance Chapter III Business Ethics of the Company Chapter IV Ethics/Code of Conduct Required for Jasa Marga Individuals Chapter V Enforcement and Reporting In accordance with the provisions of the Code of Conduct that has been approved through the Decision of the Directors No. 175/KPTS/2013 dated December 17, 2013 on the Code of Conduct that the Code of Conduct applies to all elements of Jasa Marga, ranging from the Board of Commissioners, Directors, Vice President/General Managers/Unit Heads/Assistant Vice President/Deputy General Manager, Manager, and staffs.

Jasa Marga Individual

JASA MARGA INDIVIDUAL Board of Commissioners

Directors

Employees of the Company

Employees assigned at Subsidiaries and other institutions

Other personnel directly work for and on behalf of the Company


301




Highlights 2014

Socialization and Efforts to Enforce Code of

Management Report



2. Exemplary Leadership by giving examples of

Conduct

attitude and behavior that are not in conflicting

Code of Conduct is disclosed and/or distributed

with the Company’s policies and regulations

to all Jasa Marga Individuals by means of various

regarding Good Corporate Governance.

media of the Company, including by making use of the information technology so that it is accessible

In 2014, enforcement of the Code of Conduct is

by all employees at any time. Periodically, through

carried out in several ways, among others:

Memo and/or Circular Letter from the Directors,

1. The signing of an Integrity Pact by all elements of

all Jasa Marga Individuals are informed of the

the Company, which is renewed every year.

implementation of business ethics.

2. Socialization through the company’s internal

The media to disseminate the Code of Conduct,

3. Submitting State Officials Wealth Report

media (Toll Road News and Toll road Info) among others, through: • Website • Pocket Books • Banners

(LHKPN) up to the AVP level in 2014 4. Reporting Gratification to the KPK and establishes cooperation program 5. Reporting Gratification to the Commission and

• Bulletin

cooperating with the KPK on the Gratification

• The Statement of Commitment which was signed

Control Program. In 2014, both parties

jointly was reproduced and put in frame and then

cooperated in providing Training of Trainers (ToT)

distributed throughout Work Units and Branches

on Gratification Control Program

• Company Jingle • Ads in newspapers

6. The Establishment of Jasa Marga Gratification Control Unit within Compliance Department, GCG section.

To assure that Jasa Marga Individuals’ behavior are based on ethical business, a number of strategic initiatives were undertaken through among others: 1. The Commitment of Board of Commissioners,

media and websites 8. Changes in the Board’s decision on Guidelines for Handling Gratification No. 183/KPTS/2014

and Directors and Employees to implement

dated October 22, 2014 which was then printed in

Good Corporate Governance in every step of the

pocket books and distributed to all employees of

Company, which are set out in the Integrity Pact,

Jasa Marga.

which is renewed at every beginning of the year.

302

7. Advertising on gratification ban in various mass






Glossary


The efforts to reinfornce the implementation of Code of Conduct in view of the relationship with the stakeholders of the Company are as follows: GOOD CORPORATE GOVERNANCE (GCG) PRINCIPLES Transparency, Accountability, Responsibility, Independence and Fairness

CODE OF CONDUCT Based on Decision of the Directors No. 175/KPTS/2013 dated 17 December 2013 on Code of Conduct Business Ethics

Ethics/Conduct of Jasa Marga Individuals

Good conducts in doing business activities, covering all aspects relating to the individual, the Company, industry and communities. These include how we conduct business fairly in accordance with prevailing laws, and do not depend on the position of the individual or the Company in the community.

System of values or norms shared by all leaders and employees in carrying out their tasks, including ethical relationships between employees and the Company.

1. Compliance with Rules and Regulations 2. Gratification Handling 3. Care for Occupational Safety and Health 4. Equal Opportunity for Employees to Have Job, Be Promoted and Stop Working 5. Ethical Standard in the Relationship with Stakeholders: a. Relationship with Jasa Marga Individuals b. Relationship with Government c. Relationship with Shareholders d. Relationship with Toll Road Users and Other Customers e. Relationship with Business Partners

1. Commitment of Jasa Marga Individuals 2. Maintain Good Image of the Company 3. Maintain Good Relationship among Jasa Marga Individuals 4. Maintain Confidentiality of the Company 5. Maintain and Use the Company’s Assets 6. Maintain Occupational Safety, Health and Environment 7. Immoral Conducts, Narcotics, Illegal Drugs, Gambling and Smoking 8. Conduct Data Recording and Reporting 9. Avoid Insider’s Trading 10. Gratification Handling 11. Avoid Conflict of Interest 12. Political Activities

f. Relationship with Competitors g. Relationship with Creditors/ Investors h. Relationship with Suppliers/ Contractor i. Relationship with Community and Surrounding Environment j. Relationship with Mass Media k. Relationship with Subsidiaries 6. Ethical Standard of the Management and Employees a. Superior to Subordinate b. Subordinate to Superior c. Between Colleagues 7. Intellectual Property Rights

Each Jasa Marga Individual has signed Integrity Pact to show the commitment to GCG implementation in the Company’s operational activities. The signing of the said commitment has been fulfilled by 100% of Jasa Marga Individuals. Corporate Culture The implementation of good corporate governance will succeed when supported by strong corporate culture. The approach of culture internalization is carried out by means of intervention of three aspects, namely leadership, system and employees. By applying the said approach, apart from written in policies and procedures, Jasa Marga’s culture becomes soft skills that are practiced by the Board of Commissioners, Directors and employees in the carrying out of their daily tasks.


303




Highlights 2014

Management Report



Statement of Corporate Culture of the Company The Company has decided corporate culture better

The Corporate Values have been approved by the

known as Corporate Values. To make adjustments

Board of Commissioners and Directors with the

towards the direction of long-term growth and

Decision of Directors No. 50/KPTS/2013 dated 01

development of the Company with great potential

March 2013 on the Vision, Mission and Corporate

in toll road business in the future awaits, as well as

Values. To indicate its seriousness and to monitor

to achieve the Company’s Vision and Mission, the

the effectiveness of the implementation of its Values,

Company then changed its Corporate Values in 2013

the Company has formed guidelines for socializing

into: Jujur (Trustworthy), Sigap (Agile), Mumpuni

and evaluating the Vision, Mission and Values of the

(Qualified), and Respek (Respectful). The four values

Company with the issuance of Decision of Directors

serve as the foundation in the interaction between

No. 173/KPTS/2014 dated 15 October 2014.

Jasa Marga Individuals and the stakeholders.

Principles of Corporate Culture The corporate culture serving as foundation in the interaction between Jasa Marga Individuals and the stakeholders, that is better known as Corporate Values of the Company are described as follows:

J S M R

JUJUR (TRUSTWORTHY) Jasa Marga is committed to always being TRUSTWORTHY, fair, transparent and free from conflict of interests in carrying out its business activities. SIGAP (AGILE) Jasa Marga is AGILE in providing services to the customers and other stakeholders by being concerned and proactive while constantly staying prudent. MUMPUNI (QUALIFIED) Jasa Marga is QUALIFIED in performing the duties with the basis of competency, consistency and innovation. RESPEK (RESPECTFUL) Jasa Marga is RESPECTFUL to the stakeholders in creating synergy to make achievements.

Socialization of Corporate Values The above Corporate Values are continuously socialized to all Jasa Marga Individuals (Board of Commissioners, Directors, Employees of the Company, Employees assigned at Subsidiaries and other parties, and other personnel directly work for and on behalf of the Company). The distribution and socialization of Corporate Values are carried out via internal and external sites of the Company, slide presenting Corporate Values at every training or meeting, placement of banner at strategic spots at the Company. The programs that were carried out in 2014 among others were as follows: 1. The obligation to include the Values of the Company in the documents of procurement of goods/ services within the Company and during aanwijzing meeting. 2. Evaluation of Vision, Mission and Values of the Company at all work units and branches. Evaluation consists of comprehension of Vision, Mission and Values along with evaluation of effectiveness level of the socialization of Vision, Mission and Values. 3. Description of Vision, Mission and Values until operational level by a consultant. 4. Socialization and survey on comprehension and effectiveness of the socialization of Decision of the Directors No. 173/KPTS/2014 dated 15 October 2014 regarding Guidelines on Socialization and Evaluation of Vision, Mission and Values of the Company in October 2014.

304






Glossary


Shares Ownership Program for Employees and/or Management (MSOP/ESOP)

Period of ESA

Jasa Marga MSOP/ESOP Program

Requirements for Entitled Employees and/

Jasa Marga does not have MSOP/ESOP program

or Management

yet has Program Penjatahan Saham Karyawan

Based on Decision of the Directors No. 182.1/

(Employee Stock Allocation – ESA). The main

KPTS/2007 on Shares Ownership Program for

objective of this program is in order that employees

Employees and Management of PT Jasa Marga

have a sense of belonging that is expected to

(Persero) Tbk. during the Privatization Process of

accelerate their productivity; hence enhancing the

PT Jasa Marga (Persero) Tbk., participants of ESA

Company’s overall performance and ultimately

program are the Company’s Permanent Employees,

increasing the Company’s value for all stakeholders.

Directors, Board of Commissioners excluding

In accordance with the provisions, the Bonus Shares were subject to a three-year lock up period, during which they are not allowed to be sold or transferred.

Independent Commissioners, Secretary of Board ESA program consists of:

of Commissioners, and Secretaries to Directors, all

1. Bonus Share

listed in the Administration of Information System of

Commissioners (other than Independent

Human Resources Management of the Company on

Commissioner), Directors and all permanent

31 October 2007.

employees of Jasa Marga meeting certain criteria received Bonus Shares at the time of the Initial

Exercise Price

Public Offering in the amount equivalent one

As it is ESA Program, there is no exercise price. The

month’s salary of the month of June 2007. Jasa

share price at the IPO was Rp 1,700 per share.

Marga anticipated the grant up to approximately 11,862,000 shares under the bonus share grant scheme, of which approximately 1.7% and 98.3% were allocated to non-independent Commissioners/Directors and employees, respectively. 2. Fixed-Allotment Share

In addition to Bonus Shares, participants were given opportunity to purchase Fixed-Allotment Shares at the time of the Initial Public Offering. The number of shares for Fixed-Allotment Shares was approximately 192,138,000 shares. The allocation was made in proportion to employee’s monthly salary and was subject to certain limits.

Number of ESA Shares In line with the Extraordinary General Meeting of Shareholders of Jasa Marga on 12 September 2007, the Shareholders approved the plan on Employee Stock Allocation (ESA), referring to BAPEPAM Regulation No. IX A.7 that provides opportunity for employees, management and/or certain other parties that are stated in the Decision Letter issued

Equal Treatment to All Shareholders Jasa Marga ensures equal treatment to all of its shareholders, including minority and foreign shareholders. Jasa Marga also applies fair and equal treatments to shares that belong to same category, prohibits insider trading and self-dealing, and requires the Board of Commissioners to disclose all transactions that contain a conflict of interest. In addition, Jasa Marga recognizes stakeholders’ rights, as protected by law, and seeks to promote active cooperation with the stakeholders. Jasa Marga Guarantees that in Annual GMS and Extraordinary GMS, the shareholders are entitled to equal treatment and balanced position in giving their opinion as well as contribution in the process of making significant and strategic decisions in accordance with the number of type of shares they hold, the Company’s Articles of Association, along with prevailing rules and regulations.

by the Company, to own a maximum of 10% of the shares that are offered to the public (or amounting to 204,000,000 shares).


305




Highlights 2014

Management Report



In GCG assessment in 2014 carried out by

Sanctions for misconducts may range from verbal

independent party, in the aspect of Shareholders

warning, warning letter (I, II, III), to termination of

and GMS, the Company achieved the score of

employment. The Company does not tolerate any

96.63% with the predicate of very good.

violation related to integrity. Whistleblowing System Management team

Whistleblowing System Whistleblowing System is a system that manages the reporting/disclosures of illegal conducts, and unethical/improper conducts in confidential, anonymous and independent manners to be used in optimizing the roles of Jasa Marga Individuals as well as other parties in revealing misconducts that occur

Whistleblowing System (WBS) is mechanism for violation reporting conducted confidentially by employees or leaders of the Company. The reporting is made by means of standard mechanism managed professionally by Whistleblowing System Management Team assisted by Whistleblowing System Administration Management, namely PT

in the Company.

Deloitte Konsultan Indonesia that was selected

As part of its commitment to continually

services at the Company.

improving GCG implementation, the Company urges that violation to GCG implementation and Code of Conduct be avoided by the entire Jasa Marga Individuals. In view of the above, the Company has implemented Whistleblowing System as the media for submitting report on violation of GCG implementation and Code of Conduct of the Company.

through the process of procurement of goods/

Membership of Whistleblowing System Management Team is as follows: Members of Whistleblowing System Management Team Member Composition

Position in Team


Chairman and Member

Corporate Secretary

Secretary and Member

The Company has provided a means of

VP Legal

Member

whistleblowing system called JASA MARGA

GM Human Capital Services Member

AMANAH (Trustworthy Jasa Marga) available for all Jasa Marga Individuals as well as external parties

VP Risk and Quality Management

Member

since 16 January 2013. The management of the Company’s Whistleblowing System refers to the Decision of the Directors No. 09/KPTS/2013 dated 13 January 2013 on Whistleblowing System of PT Jasa Marga (Persero) Tbk. and Decision of the Directors No. 10/KPTS/2013 dated 13 January 2013 on the Forming of Whistleblowing System Management Team of PT Jasa Marga (Persero) Tbk. Each incoming report will be studied, classified and followed up by means of thorough investigation based on the facts received. The decision whether or not the report is proven will be made based on the considerations of impact of misconduct, degree of intentionality and motives of misconduct.

306


Basis of Implementing Whistleblowing System 1. The Company’s willingness to continue to enforce Good Corporate Governance principles within the entire Company, particularly in relation to integrity and transparency. 2. The Company’s commitment to providing means for the enforcement of Good Corporate Governance principles, thus creating clean and responsible work situation. 3. One of the powerful tools in avoiding and detecting potential violations in the Company.





Glossary


Objectives, Purposes and Benefits of Whistleblowing system The objectives, purposes and benefits of implementing Whistleblowing System (WBS) at the Company are as follows: 1. Providing the means of submitting important and critical information for the Company to the parties that that is required to deal with the issues securely. 2. Making available of early warning system mechanism. 3. Providing opportunity to first deal with the issues of misconduct internally prior to becoming public violation. 4. Creating reluctance to commit any violations (supervision by all parties). Socialization of Whistleblowing system Internal socialization of Whistleblowing System (WBS) in the Company was carried out through various media such as internal bulletin, poster, and ethics socializing as well as direct presentation to related units. Externally, the socialization was carried out by using the Company’s website and circular letter/memo.

Improvement of Whistleblowing System Implementation

2013

2014

1. Decision of Directors on the Amendment of Whistleblowing Guidance System Company 2. The signing of the contract with Deloitte as an administrative manager of Whistleblowing System 3. Whistleblowing System goes live 4. Socialization of Whistleblowing System to the entire work unit and Branch

1. Application of Whistleblowing System according to the rules and regulations 2. Socialization of Whistleblowing System through print pocket book of Whistleblowing System and internal media of the Company 3. Evaluation of the implementation of Whistleblowing System in the Company

Scope of Whistleblowing System The scope of reporting/whistleblowing that will be followed up by Whistleblowing System covers the actions that may cause potential loss to the Company, and they include the following: 1. Violation of prevailing rules and regulations 2. Misuse of position for the interests not of the Company’s 3. Extortion 4. Fraud 5. Conflict of interest 6. Gratification


307




Highlights 2014

Management Report



Means of Whistleblowing Whistleblower reports in the form of letter accompanied with required supporting documents. The report is submitted via one of the following means: Means of Whistleblowing

+62 21 23 50 7022 0811 1255 550 +62 21 2350 7023 http://jasamarga.tipoffs.asia

@

[email protected]

For Whistleblowing via phone calls and text messages, live reporting time is from 07:00 WIB (Western Indonesian Time) to 21:00 WIB, otherwise will be diverted to voice mail.

P.O Box 2332, JKP 10023 Mechanism of Receiving Reports in Whistleblowing System The mechanism of receiving whistleblower’s report is shown in the following diagram:

Mechanism of Receiving Reports in Whistleblowing System Deloitte contact center responds when whistleblower asks the follow up status of the report Means of Whistleblowing

@

Deloitte analyst asks relevant information to whistleblower

308

Deloitte analyst will give unique reference number to whistleblower

Deloitte forensic Investigator reviews call log, make investigation report and follow up recommendations


Report will be published in e-Room and email notice will be sent to all members of Jasa Marga WBS Management Team

WBS Management Team will follow up and respond to the case to Deloitte

Deloitte Contact Center responds to whistleblower based on reference number






Glossary

Flow of Whistleblowing System Process When the documents and evidences submitted are complete, Whistleblowing Team conducts data selection and decides whether or not the case is able to move up to investigation as the next level. With enough evidences, the report will then move to higher stage, i.e. investigation. Unproven report will be returned to the whistleblower. When proven, Whistleblowing Team will report finding results to the Directors. Reports related to the Management below Directors are addressed to the President Director in the form of letter, whereas reports related to Directors are addressed to the Board of Commissioners. The flow of the process of Whistleblowing System is shown in the following diagram: Flow of Whistleblowing System Process

Whistleblower

Whistleblower

Fulfill Criteria?

Forwarded to Related Function

Preliminary Analysis by WBS Team

Reported to Directors

Reported to Board of Commissioners

Further Investigation?

Respond/ Feedback Internal Investigation

Notes:

Special Investigation

1. Whistleblower will always get

Report on Results of Investigation

feedback and status of the report submitted 2. Flow of Whistleblowing

If Employees and Board of Commissioners are

WBS Team

being reported, report is addressed to WBS Team

If WBS Team is reported, report is addressed to Directors

Punishment in accordance with applicable procedures

Decision of Directors/ Board of Commissioners

If Directors are reported, report is addressed to Board of Commissioners

Case Closed

Protection for Whistleblower The Company provides the means for whistleblowing (phone, letter, email); facilities that are independent, free, and confidential for whistleblower, so that secured whistleblowing process is carried out. Moreover, WBS also maintains confidentiality of whistleblower’s identity for the purpose of giving protection to whistleblower and his/her family from adverse actions by reported parties or organization. Information on the carrying out of report follow up will be submitted confidentially to whistleblower with complete identity.


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Highlights 2014

Management Report



Implementation of Whistleblowing System in 2014 Throughout 2014, there were 8 (eight) reports and 5 (five) of which were followed up until the final process. Number of Whistleblowing Reports in 2014 Means of Reports Phone

2

SMS

3

Website

0

Email

2

Faximile

0

PO BOX

1

Procurement of Goods and Services The Company’s policy in implementing the Procurement of Goods and Services contained in the Decision of Directors No. 143/KPTS/ 2014 dated August 25, 2014 on Guidelines for Procurement of Goods/Services in the Company. This policy is a revision of a previous regulation No. 15/KPTS/2013 and its derivative provisions that regulates the user of goods and services, management of goods and service procurement, procurement manager for goods and services, providers of goods and services, materials managers, procurement team, and authorities as well as providers of goods and services in accordance with the duties, functions, rights and obligations as well as the role of the parties in the process of procurement of goods and services. This policy contains provisions governing the appointment basis directly by the Company to the Subsidiary as well as an increase in the limits of authority in granting of principle approval, in particular to the General Manager of the Branch for the provision of contract service, which was originally up to Rp25 billion to up to Rp 75 billion, and an increase in the value of procurement of goods/services with the Direct Selection of the original value of between Rp 100 million to Rp 500 million to between Rp 100 million to Rp 700 million. This policy change was made with consideration of the changes to the organizational structure in 2014. There is a need to make adjustments to get back on the concept of the Director’s decision on the procurement of goods and services. In this amendment of Directors’ decision, the Company

310

Total


has also coordinated with the Business Competition Supervisory Commission (KPPU). Therefore, the issuance of this Directors’ Stipulation is expected to be used as a reference in various activities Goods/Services Procurement at the Head office and at branch offices in order to realize the procurement of goods/services that are efficient, effective, competitive, fair and transparent and accountable. The objective of the procurement is to acquire goods and services required the Company by taking into account the quality and delivery time from the right sources with the lowest total cost and carried through strategy, planning, procurement processes and controls are effective and efficient and in accordance with the applicable procedures. To achieve the main objective of the Supply Chain Management that guarantees the implementation of business activities as well as the creation of added value (value creation) and increasing the competitiveness of the Company, the Company’s management policy is as follows: a. Management of Gods and Service Procurement b. Management of Contract for Goods and Service Procurement c. Management of Goods and Services Provider The procurement of goods and services in the company refers to the PER-05/MBU/2008 on General Guidelines for Procurement of Goods and Services for State Owned Enterprises and its amendments PER-15/MBU/2012 governing the procurement of goods and services carried out by using funds other than funds of APBN/APBD.





Glossary


The Company’s Ethics in Procurement of

Secara Elektronik-SPSE)/eProcurement, which

Goods and Services

minimizes physical contact between suppliers/

The Company carries out the procurement of goods

partners with committee since the entire Processes

and services based on the principles of competitive,

of Tender and negotiation Are computer-based;

transparent, just, fair, and accountable. Ethical

hence ensuring fair and transparent process.

conducts expected in the relationship with providers of goods and services among others are as follows:

The benefits among others include fast tender

• Decision of goods and services provider is

process, decision on candidates of tender

required to be based on product quality, after-

participants electronically in accordance with

sales services, warranty, performance and track

requirements, selection of winner electronically as

record, while prioritizing the interest of the

well as other benefits in relation to improved quality

Company.

of process, fairness of price, justice, transparency

• Respect the rights and obligations in accordance

and intervention prevention.

with agreement and provisions of law. •

Nurture open communication during the

e-Procurement is the process of goods/services

implementation of procurement process in order

procurement conducted electronically and web/

to fulfill the rights and obligations of all parties.

internet-based, using the facility of communication

• Evaluate providers of goods and services and

and information technology encompassing

take stern action against unethical providers of

electronic general tender organized with electronic

goods and services.

procurement service (Layanan Pengadaan Secara Elektronik – LPSE).

Implementation of e-Procurement To prevent KKN practices, apart from the needs

In line with Decision of Directors No. 149/KPTS/

for improvement of system and procedure for the

DIR/2013 dated 30 August 2013, through General

procurement of goods and services to be more

Affairs Division, LPSE is created with the assistance

transparent and accountable, it is also necessary

of Government Goods and Services Procurement

to find alternatives meeting the principles of Good

Policy Agency (Lembaga Kebijakan Pengadaan

Corporate Governance (GCG), particularly the

Barang/Jasa Pemerintah-LKPP). The Company

principles of transparency and fairness.

deems not only does e-Procurement increase transparency, but also improve efficiency as price

Within the state-owned enterprises (SOEs), the

and cost of transaction is lower, and procurement

State Minister for SOEs has issued Regulation of

cycle is shorter; hence preventing corruption while

State Minister for SOEs No. Per-01/MBU/2011 on

boosting work productivity.

Implementation of Good Corporate Governance at State Owned Enterprises, that explicitly explains

Integrity Pact of Business Partners

Information Technology Corporate Governance.

The Company makes it compulsory for vendors and

With the existence of the said Regulation, SOEs

business partners to sign Integrity Pact in relation to

are required to implement the principles of Good

the procurement of goods and services.

Corporate Governance (GCG) in the aspects of business and corporate Management at all levels

Integrity Pact of Jasa Marga Individuals

with IT support.

In every process of goods and services procurement, the Company also requires that Jasa Marga

To realize the commitment of GCG implementation

Individuals sign Integrity Pact to show that there

and Integrity Pact, Jasa Marga has been consistent

is no conflicting interest and that transparency is

in managing procurement process and partnership

implemented in the process of procurement of

using e-Tendering system through the application of

goods and services.

Electronic Procurement System (Sistem Pengadaan


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Highlights 2014

Management Report



Governance of Information Technology Jasa Marga is committed to always apply the

The assessment is done by using COBIT as a

practices of Corporate Governance (GCG) with

framework developed by the IT Governance

high quality and standards that is the mandate of

Institute (ITGI). The existing processes in COBIT

the Regulation of the Minister of State Enterprises

framework covers Plan and Organization; Acquire

No. PER-09/MBU/2012, which states that “SOEs are

and Implement; Deliver and Support; and Monitor

required to implement the company’s operations

and Evaluate. Based on the above approach,

by adhering to the principles of good corporate

the results of the assessment of information

governance, namely Transparency, Accountability,

technology governance in the form of assessment

Responsibility, Independence and Fairness”. GCG

of IT governance maturity level Jasa Marga with

is more than that. The Company realizes that the

a total score of 3.02 out of a maximum score of

obligation to implement the Company’s good

5. Achieving a total score of maturity level of IT

corporate governance needs to be supported

governance Jasa Marga is compliant in the PER-

by the application of Information Technology

02/MBU/2013 that the target maturity level of IT

Governance (IT Governance) into the business

governance of SOEs in the next 5 years is at least 3.

processes of the Company. Furthermore, the Company plans to construct Given that the IT governance is a derivative

several stages of refinement Maturity Level

of the GCG and one indicator of success GCG

Improvement Plan Jasa Marga, which aims to

implementation is with the implementation of

identify the most potential IT processes to be

IT governance, the implementation of good IT

developed to support the IT strategy and business

governance can be done well if the organization

strategy forward with more optimal, and then

has implemented GCG well. This is why the initiative

regularly reviews the implementation result of the

of the Company to carry out the assessment

improvement.

on the level of maturity (maturity level) of IT by cooperating with an independent agency.

External Auditor The function of independent supervision for the Company’s financial aspect is carried out by implementing External Audit conducted by public accounting firm. Public Accounting Firm HLB Hadori Sugiarto Adi & Rekan has audited the Company’s financial statements for 3 periods of financial years in a row (2009-2011). The year 2012 is the first period for Public Accounting Firm RSM Aryanto, Amir Jusuf, Mawar & Saptoto to perform audit of the Company’s financial statements, and the year of 2014 is the last financial statement audit report on the Company. The Company's External Auditor 2010-2014 Year

312

Public Accounting Firm

2010

HLB Hadori Sugiarto Adi & Rekan

2011 2012 2013 2014

HLB Hadori Sugiarto Adi & Rekan RSM Aryanto, Amir Jusuf, Mawar & Saptoto RSM Aryanto, Amir Jusuf, Mawar & Saptoto RSM Aryanto, Amir Jusuf, Mawar & Saptoto


Contract (Rp)

Implementing Partner

660,557,500

Drs. Hartono, Ak., CPA

1,065,000,000 1,622,500,000 1,245,750,000 1,452,000,000

Drs. Hartono, Ak., CPA Saptoto Agustomo Saptoto Agustomo Saptoto Agustomo





Audit of financial statements of

Glossary


3. Board of Commissioners informed the Directors

financial Year 2014

by letter of the Board of Commissioners No.

For the purpose of auditing the Financial Statements

DK-0035/II/2014 dated 21 February 2014 on

of the Company and its Subsidiaries, the Company

Decision of Public Accounting Firm to Perform

has appointed a public accounting firm that is

General Audit of PT Jasa Marga (Persero) Tbk for

registered at Bapepam-LK, i.e. Public Accounting Firm RSM Aryanto, Amir Jusuf, Mawar & Saptoto.

Financial Year 2014. 4. Board of Commissioners proposes to GMS to

The appointment of the said public accounting firm

approve the appointment of Public Accounting

has been decided at GMS on 11 March 2014 based on

Firm.

the recommendation of the Board of Commissioners of the Company.

Other Services The party appointed by the Company as External

The scope of Audit conducted by Public Accounting

Auditor does not provide other services other

Firm RSM Aryanto, Amir Jusuf, Mawar & Saptoto

than audit services on the Consolidated Financial

includes audit of the Company’s Consolidated

Statements and Financial Statements on PKBL. The

Financial Statements Financial Year 2014 and

total cost incurred for the audit of the Consolidated

Financial Statements of Partnership and Community

Financial Statements 2014 was Rp 1,452,000,000

Development Programs of the Company for

(one billion, four hundred and fifty-two million

Financial Year 2014.

Rupiah) including VAT and excluding Out of Pocket Expenses (OPE). KAP RSM Aryanto, Amir Jusuf,

Process of Appointing External Auditor

Mawar & Saptoto who was appointed to perform

The appointment of External Auditor was carried

the audit has completed their work independently

out through the following mechanism:

according to professional standards of public

1. Audit Committee evaluated Public Accounting

accountants and employment agreement as well as

Firm.

the scope of the audit that has been set. The time

2. Audit Committee reported the Procurement of the Service of Public Accounting Firm

to carry out the audit started since the contract was signed by the Parties until 31 January 2014.

for Financial Year 2014 to the Board of Commissioners. Structure of External Auditor Team at Jasa Marga in 2014

Director Saptoto Agustomo

Independent Partner Amir Abadi Jusuf

Implementing Partner Leknor Joni Endang Pramuwati

Quality Assurance Service Dedy Sukrisnadi

IT Specialist Billy Eduardo

Team Leader Dewi Novita Sari

Tax Specialist Felix T. Purba

Auditor and Compliance Auditor Rahmat, Resti Anggretasari, Edi Riyanto, Andre Revindo, Muslim Sahputra, Veronica Hutajulu, Liffi Ferineti, Eric Steddy, Dian Fikri, Arief Prima Raharjo, Karina Ulo


313




Highlights 2014

Management Report

Corporate Social Responsibility 314






DEVELOPMENT OF NEW AND RENEWABLE ENERGY WHILE PIONEERING POLLUTION PREVENTION - INDONESIAN GREEN AWARD (IGA) 2014



EDUCATION PROGRAMS ORIENTED TO TOLL ROAD MANAGEMENT ACTIVITIES

Glossary


CONSUMER PROTECTION


315


316




Highlights 2014

Management Report







Glossary



Jasa Marga focuses its educational programs that are oriented toward toll road operational activities as part of its corporate social responsibility

General Strategies and Policies As a company engaged in toll road infrastructure, the Company plays a role in stimulating the economic development and cultural activities in its operational areas. Therefore, in order to support the sustainability of the Company’s business, which is oriented to the economic, social and environment aspects, the Company continues to carry out sustainable activities as manifestation of the Company’s social responsibilities which bring about positive implications and reduce the negative impact on the above three aspects. In concrete form, the social responsibility activities of the Company are based on the triple bottom line, namely people, planet, and profit. In 2014, the Company focused the social responsibility activities on educational programs about the toll road to variety of stakeholders. The basis of the implementation of the Social and Environmental Responsibility (Tanggung Jawab Sosial and Lingkungan/TJSL) of the

Company refers to the Law No. 40 of 2007 on Limited Liability Company, and the Indonesian Government Regulation No. 47 of 2012 on Social and Environmental Responsibility of a Limited Company. In addition, the Company also complies with other laws and regulations. In realizing its commitment, in 2014, the Company implemented various TJSL activities that encompass environmental conservation program, labor-related programs, health and safety, social and community development programs which include partnership and empowerement of the community’s economic livelihood, development of facilities infrastructure for the community, disaster relief and community aid programs, and programs that are related to the responsibility to consumers. The Company also provides educational programs for stakeholders as part of social responsibility, starting from safety driving, ‘Jasa Marga Goes to Campus’ program, up until education on clean tollroad environment through its partners as ambassadors of the Company in their respective communities.


317




Highlights 2014

Ecological Responsibility The Company realizes that business activities that are conducted by the Company affect the environment, both environment surrounding the head office as well as around the operational areas. Therefore, the Company proactively nurtures the environmental responsibility culture not only to employees but also to the general community. This is done in order to mitigate the environmental impact of the Company’s activities in developing, constructing and managing toll roads, in addition to supporting national programs that are related to the environment. Efforts to increase the positive impact and reduce the negative impact of these business activities continue to be the focus of major improvements undertaken by the Company. Policies In carrying out activities related with environment, the Company refers to the applicable laws and regulations, including: •

Law No. 32 of 2009 on Protection and Environmental Management.

•

Government Regulation No. 27 of 2012 on Environmental Permit.

•

Decree of the Minister of Environment No. 45 of 2005 on Guidelines for Developing an AMDAL.

•

Board of Directors Circular Letter No. 18/ SE/2010 on Energy Saving and Environmental Preservation, which covers: 1. Energy savings through the use of new technologies that can reduce energy consumption. 2. The use of products that refer to the eco products (environmentally friendly products). 3. Preparing the number of trees to be replanted in every project activity. 4. Planting trees elsewhere to replace trees that have to be cut down.

•

Board of Directors’ Stipulation No. 165/ KPTS/2013 on Guidelines for Environmental Management System (EMS) which are aimed at preventing pollution and/or environmental damage surrounding the Company’s business, maintaining cleanliness and preservation of the environment.

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Management Report



Activities Carried Out The Company’s concern for the environment begins from the planning stage of the toll road development, in which the Company pays attention on the environmental management through the implementation of AMDAL in the new toll road project. In order to preserve and maintain the quality of the environment at all toll roads that have been in operation, the Company through branches and subsidiaries have implemented the Environmental Monitoring Plan (RPL) program and Environmental Management Plan (RKL) on toll roads that are already in operation. The seriousness of the Company on environmental management is recognized by the community with the presentatio of Indonesian Green Awards (IGA) 2014, the category of the development of renewable energy and pioneering activities on pollution prevention. The performance and the Company’s efforts are also reflected by the inclusion of the Company in SRI indices, issued by the KEHATI Foundation, which refers to the procedures for Sustainable and Responsible Investment (SRI), called SRI Index KEHATI. This index was formulated by considering business activities in connection with the awareness on the environment, corporate governance, community involvement, human resources, human rights, and business conduct and business ethics that are in tune with the international standards. Other activities carried out in 2014 as manifestation of the responsibility to the environment are as follows: 1. The use of PJU (road light) lamp using LEDs, for electrical energy savings at as many as 7,004 places. 2. Reforestation of tollroad as an effort to mitigate the environmental impacts by planting more than 127,000 trees that have been distributed to be planted around the Company’s tollroads in 2014. The types of trees that were planted are, among others, mahogany, tamarind, acacia and other trees.





3. Public campaign to the community about the

Glossary


the inspections is to identify environmental aspects

cleanliness of the environment in accordance

and environment impacts of the Company’s operation

with the Circular Letter issued by the Director

and evaluate the implementation of the environmental

of Operation No.: 18 / SE-DIR/2011 dated

management system. This has been carried out at

November 30, 2011 in order to maintain the

five sampling locations, namely : the Jasa Marga head

environment in the area along the toll road

office, Jakarta-Tangerang Branch , Purbaleunyi Branch,

operations. The familiarization of the program

CTC Branch and PT Jasamarga Bali Tol.

was undertaken when delivering the assistances to the Company’s partners (Mitra Binaan). 4. Planting and the conservation of bintaro tree

While the training activities related to environmental management system has been attended by 30

conducted by the Company’s subsidiary

representatives from all branches as well as some

PT Jalantol Lingkarluar Jakarta as much as

business units of the Company’s head office. The

3,000 trees.

training covers awareness of ISO 14000, emergency

5. Launch a campaign to familiarize the Decree No.

drills and B3 waste handling.

165/KPTS/2013 on Guidelines for Environmental Management Systems through education and

Financial Impact of the Activities

training for employees.

In order to optimize the implementation of environmental management programs and activities,

These activities are manifestation of the contribution

the Company has allocated funds for environmental

of the Company on nature preservation, which brings

management. In 2014, the Company has allocated

about positive impact on the environment and helps

funds for environmental management amounting Rp

resolves global warming and climate change.

31.23 billion.

Implementation of environmental

Environmental Certification

management system

The ISO 14000 environmental certification has been

In 2014 the Company has started to carry out

applied at the Jakarta-Tangerang Branch. Other branches

inspections on environmental management system at

have also implemented the environmental management

the Company’s branches and subsidiaries. The aim of

system, however they are not certified yet.


319




Highlights 2014

Labor and Occupational Health & Safety Responsibility The concept of employees as human capital for the Company indicates that the employees are important part for the development of the Company going forward. The Company gives attention and strong commitment in terms of Employment and Occupational Health & Safety. It can be seen from monitoring the effectivity of works periodically and making changes on policies, programs as well as providing employee benefits to ensure that this (employment, occupational health & safety) is implemented properly so that employees can contribute to the optimum and maintain the existence of the company. Employment Policy With the new paradigm, namely considering Human Resources (HR) as Human Capital, the Company puts HR as subject that must be managed properly so that they can become capital to improve the

320


Management Report



Company’s business performance in the long run in a sustainable way. The Law No. 13 on Employment becomes a reference for all employment policies of the Company to ensure that it complies to all applicable laws and regulations and minimize the violation of human rights in the employment relationship. The optimization of the management of human resources is implemented by the Company by the following policies: 1.

Assure compliance with employment regulations.

2.

Uphold the rights of employees.

3.

Respect for gender equality and carrier path.

4.

Provide programs to enhance hard and soft competence.

5.

Increased the utilization of Information and Communication Technology (ICT) in administration and HR services, which has encouraged employees to change the way they work to be become more efficient and productive.





Glossary


Compliance to the Employement Laws and

3. Competencies Development

Regulations

Strengthening human resource competencies is done through conducting training and education

A. Managing Relationship between Employees and

in order to develop the employees’ soft skills

Management

and hard skills competence, both skills that are

The relationship between employees and the

directly or indirectly related with the strategic

Management of the Company has been nurtured

business and operational of the Company. The

well. The Employees Union of Jasa Marga (SKJM)

improvement programs and competency training for

is an organization which is entitled to represent

employees are currently organized through the the

the employees in communicating with the

establishment of Jasa Marga Development Center (JMDC).

Management and have actively involved in the

4. The career management system and talent

PKB negotiation with the Management.

management system B. Employment Relationship

development (Equality in HR Recruitment)

compared to the year of 2013. The year of 2014 was

The HR recruitment of Jasa Marga is

a transition time in the implementation of Carrier

focused on regeneration of leaders, which is

Management System, by which the Company

implemented through competency-based carrier

improved the carrier management system to a

management.

competence-based carrier system with a clustering

The principles of competency-based carrier

position approach. The new carrier management

management in the Company is as follows:

system was implemented based on the Directors’ Stipulation Number: 100/KPTS/2014 dated June 16,

a. Openness

The movement of employees carrier either in the form of promotion or rotation increases in 2014

1. Formation, placement, transfer and employee

2014, which will be implemented from 2015.

The opportunity to move to another carrier path and ensure that vacancies are open to

5. Employees Rewards

all employees in accordance with applicable

On regular basis, Jasa Marga gives appreciation to employees who make achievement in supporting

regulations. b. Selective

the operational activities of the Company (through

Carrier switching is carried out in accordance

a competition for the Best Operational Officer),

the ordinances and procedures applied by the

employees who have the highest loyalty to the

Company in order to get the best candidate.

Company (by giving a placard). The award was

c. Motivation

aimed at motivating employees to contribute more

in the future.

Placement is done by considering the needs of the Company and motivate employees to advance their carrier.

d. Non-discriminatory

C. Working Days and Working Hours

To avoid excess exploitation of labor, the Company

Every employees have the same carrier

has determined working hour limits for workers.

opportunities without considering the ethnicity,

Working hours are adjusted with the location of

religion, gender, age and disability. As for those

the working area and the nature of the work. The

who are experiencing permanent disability, the

Company applies normal working hours and working

condition of workplace and the type of work that

in shifts.

suits them still need to be taken into account.

Working days for employees who are not affected by rotation system are 5 days with a working time

2. Gender and Employment Equality

of 8 hours a day and a maximum of 40 hours per

Jasa Marga does not have internal employement

week. Whereas employees who are affected by the

policy which distinguishes employees based on

rotation of work (shifts) are set for 7 hours a day and a maximum of 40 hours per week.

gender. All regulations are applied consistently and equally to the whole employees without

In the case of employees working exceeds the

distinguishing their gender. Similarly, the

working hours that are specified, then the employee

employment opportunities that are offered

will be given compensation in the form of overtime

apply to all employees.

wages in accordance with legislation.


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Highlights 2014

Management Report

D.

Employee Holidays and Leaves

The Company provides holidays and annual

1.

Social Security for Employees

leave, including weekly day-off, national public

The Company registers all employees

F.


Welfare

holidays, annual leave, sick leave, maternity

to become participants of the Workers’

leave, leave because of important reasons,

Social Security scheme, in accordance

joint-holidays and long break.

with the applicable laws and regulations. 2.

E.

Employees Remuneration

The Company understands that the

Group Insurance Program for Employees Exposed to High Risk Operations

Given the magnitude of the risk of

compensation and benefits given by the

employees working in operational works

Company influences the favorable performance

in the street, the Company provides

and turnover of employees. Therefore the

additional benefits by registering

Company provides competitive remuneration

employees, whose duties and functions

package for employees consisting of a monthly

force them to be in the field, in the

salary, various allowances and facilities,

Accident Insurance Program.

among others pension and health cover in

3.

Pension Plan

accordance with the applicable regulations

Jasa Marga employees are covered

and are regularly evaluated so that the salaries

by the Fixed Benefit Pension Plan

condition of employees are in accordance with

(Program Pensiun Manfaat Pasti/PPMP)

the market price.

and Fixed Contribution Pension Plan

1.

Payroll

(PPIP). The PPMP is managed by the

Appropriate monthly work compensation.

Pension Fund of Jasa Marga (DPJM),

The lowest compensation level for

established by the Company. The PPMP

employees’ service provided by the

Program covers employees who have

Company is Rp3,608,000. This amount

begun working in the Company prior to

is 180% greater than the minimum

July 1, 2012. While PPIP is managed by

wage level for the respective region.

Pension Fund Financial Institution (Dana

The provision of compensation and

Pensiun Lembaga Keuangan/DPLK).

promotion for competent employees are

Some employees who have who started

given without distinguishing their gender

working in the Company since July 1, 2012

and SARA (ethicity. Religion, Race and

have been registered at PPIP.

societal groups).

4.

Retirement Program

2.

Religious Allowance

This program is given to employees in

As a form of appreciation for employees

which benefits are given when they stop

and evidence of diversity in the Company,

working at normal retirement age. They

all employees religious festivity allowance

are entitled to receive 24 x PhDA, while

(Tunjangan Hari Raya) is granted in

employees who retire prior to normal

accordance with the religion of the

retirement age and before entering the

employee.

retirement age through acceleration

3.

Performance Incentives

path will receive benefits proportionally

The Company provides performance

in accordance with the rules of the

incentives in exchange for the performance of employees in their

Company. 5.

respective posts. Performance incentives consist of Traffic Incentive

Old Age Security program (JHT) BPJS Employment

The Company registers all employees at

for employees working in operational

the Old-Age Security Program (JHT) of

aspect of the Company as a bonus

BPJS Employment. The monthly dues of

award for the achievement of the

JHT are calculated based on proportion

Company’s performance, and Long-Term

of income, in which the employee pays

Performance Incentive.

2% and the employer covers 3.7% of the dues.

322







4.

Glossary


Signing of the 2014-2016 PKB which contains

6.

Health Insurance

Health insurance benefits are in the form

agreements between the Management with the

of health facilities which will be received

Employees Union of Jasa Marga (SKJM) on July

during retirement age. With these

23, 2014.

retirement benefits, the retirees will feel comfortable about the health expenses

5.

Development of Competencies

that they may need at anytime.

The educational and training programs are conducted by Jasa Marga Development Center

G. Employees Mentoring

(JMDC). Throughout 2014, JMDC has facilitated

The Company ensures that all employees both

education and training activities attended by

superiors and subordinates determine the

a total of 17,376 persons, with training based

obligations and responsibilities respectively to

on the category of operational and non-

avoid breaching of disciplines.

operational totaling 9,715 participants.

Activities Carried Out/Applied

6.

Gender and Employment

1.

Policies in terms of employment, both staffing

Provision of appropriate employment compensation. Jasa Marga understands that

and placement of employees as well as

compensation and benefits that are granted by

carrier development in the Joint Employment

the Company influence the performance and

Agreement (PKB). Jasa Marga fills the

turnover of employees. Therefore, the Company

Company’s positions and develop employees

strives to provide the best compensations that

carrier transparently without discrimination

exceed the provisions of the applicable laws

(gender, race, ethnic, religion), by prioritizing

(UMR), by taking into account the Company’s

internal sources of the Company by considering

ability and without burdening the employees

the employees performance, ability and

with excess working hours. The lowest

competence.

compensation provided by the Company is Rp 3,608,000. The minimum salary is 180% greater

7.

Conducting trainings to improve the skills of employees who are entering the Pre-

than the minimum wage in the relevant area.

Retirement Period (MPP). 2.

The Company supports the establishment of a number of associations and unions which are

8.

The provision of compensation and promotion

intended as employees forum for channeling

based on the employees’ competence without

the aspirations and arts talent and sports such

distinguishing their gender and race.

as LKS Bipartite, Jasmapala, and Baporseni (Sports and Art event).

9.

Employee Satisfaction Survey

The Company regularly conduct surveys on

3.

Transparency and Equality in HR Recruitment

employee satisfaction, so that the Company

The Company announces the recruitment

can receive direct feedback from employees.

and selection of new employees program

Through this survey, it is expected that each

through the official website of the Company

employee of Jasa Marga may give his or her

namely www.jasamarga.co.id, cooperation with

views on various aspects that determine

newspapers that are circulating on national

the level of job satisfaction and can deliver

scale, state enterprises websites, the official

advice and input to the Management Services

twitter of the Company, online media, posters

related with general issues to improve level of

and career development programs of various

satisfaction and productivity of Jasa Marga’s

leading universities in Indonesia. The Company

employees.

upholds the principle of equality where the applicants come from a variety of ethnic, region, religion, race and gender.


323




Highlights 2014

Management Report



In 2014 the results of Engagement Ratio Index (ERI) was 2.17. The ERI score in 2014 was better compared to the year of 2013 (ERI score = 1.97). ERI scores from year to year has increased as shown in the following table:

No

9.

Tahun

Skor

1.

2013

1.97

2.

2014

2.17

Employees Turnover To keep the turnover rate of employees, the Company provides equal opportunites to the entire employees in developing their carrier path and competitive remuneration package in the form of benefits and services received by the employees. So far, the employee turnover rate of Jasa Marga is very small. This can be seen from the number of employees who resigned from the Company. In 2014, there were only three employees who resigned. Employees Turnover 2010-2014 2010 Number of Employees who have resigned Number of Employees Percentage (%)

Awards Obtained

2011

2012

2013

2014

1

2

1

2

3

5,303

5,154

5,075

4,883

4,691

0.02

0.04

0.02

0.04

0.06

Occupational Health and Safety

With variety of efforts to transform the system, in 2014, the Company received an award from several

Policies

institutions such as Index Human Capital Study

The Company is quite serious about implementing

Award 2014-The Best for Human Capital Initiative,

the Management of Health and Safety System

HR Excellence Award 2014 – in the category of

for employees through policies, targets and K3

HR Transformation and Reward Management with

governance structure and conducting a review

Good grade, and 2nd Business Review as The Best

every year. Jasa Marga’s commitment to implement

Corporation for Learning Organization of The Year.

occupational health and safety in the working environment is embodied in the set of corporate

Future targets

policies, which has been arranged in the Board of

The long-term target of the Company is to

Directors’ Stipulation No. 162/KPTS/2010 September

prepare cadre employees who are ready to lead

30, 2010 on Manual System of Occupational Health

and developing the Company’s business in the

and Safety Management (SMK3) as well as the

globalization era. Efforts undertaken by the

Guidelines for Occupational Health and Safety at

Company are, among others, providing scholarships

Project Construction Company and Circular Letter

for S2 and S3 level and leadership training with a

No.20/SE-DIR/2010, dated August 3, 2010 on Safety

focus on global acumen.

and Occupational Health (K3).

Financial Impact of Employment Activities

With the Government Regulation No. 50 in 2012

The Company continuously performs decent

on the Application of Occupational Health and

employment practices to continue to maintain

Safety Management System which requires the

employees as a major asset. In an effort to perform

Company to implement the Occupational Health

this labor practices, the Company has spent Rp 1.031 billion throughout the 2014.

324






and Safety Management System (SMK3), then in

e.

Glossary


Decision of the Board of Directors No. 129/

2014 the Company review the policy and manual

KPTS/2010 dated July 22, 2010 about the

of the existing Occupational Health and Safety

Quality and K3 Policy, Quality Management

Managemetn System and began implementing it

Manual and Guidelines for Sustainable improvement within PT Jasa Marga

in 2015. The Occupational Health and Safety Managemetn

(Persero) Tbk.

f.

Decision of the Board of Directors No. 162/

System aims to protect employees, customers,

KPTS/2010 on Manual of the Occupational

assets, partners and the environment from

Health and Safety Management System (SMK3)

potential hazards that may occur. Since 2011 the

and Guidelines for Occupational Health and

K3 management has been focused to achieve zero

Safety fo the Project Construction Company

accident rate. The program is organized based on

within PT Jasa Marga (Persero) Tbk.

the Employment and K3 rules of the local Manpower

g.

Board of Directors’ Circular Letter No. 20/SEDIR/2010 concerning Occupational Health and

Department Office and are evaluated and assessed

Safety (K3).

each year. h.

Regulation of the Minister of State Enterprises

Dasar Pelaksanaan Sistem Manajemen Keselamatan

No. PER01/MBU/ 2011 on Good Corporate

dan Kesehatan Kerja

Governance (GCG) in State Owned Enterprises

Basis of the Implementation of Occupational Healthy

(SOE):

and Safety Management System

•

Article 36, the Board of Directors shall

The basis for the implementation of Occupational

ensure that the assets and business

Health and Safety Management Systems (SMK3) in

premises as well as facilities of other

the Company refers to the regulations as follows:

SOEs, comply with the regulations with

a.

Law No. 01 of 1970 on Safety at Work.

regard to occupational health and safety

b.

Law No. 13 of 2003 on Employment:

as well as preservation of environment.

•

•

c.

d.

Article 86, that a worker/labor has the right to obtain protection on occupational

Implementation of Occupational Safety and Health

health and safety.

Management System

Article 87, that every company is required

In accordance with the Joint Employment

to implement the Occupational Health

Agreement (Perjanjian Kerja Bersama/PKB)

and Safety Management System, which

between the Company and the Employees Union

is integrated the company’s management

of Jasa Marga for 2012-2014 period, it was agreed

system.

to implement the Occupational Health and

The Indonesian Government Regulation No. 50

Safety integratedly with the Company’s existing

of 2012 on the Implementation of Occupational

management system. The implementation of Health

Health and Safety Management System.

and Safety activities were conducted through

Occupational Health and Safety (OHSAS)

various programs and activities, which encompass

18001: 2007.

efforts for preventive, treatment (curative), health maintenance and health recovery (rehabilitation).


325




Highlights 2014

Management Report



Governance Structures of Occupational Health and Safety Management System In accordance with Government Regulation No. 50 of 2012 on the Application of Occupational Health and Safety Management System, the Company formed an Organizing Committee Advisory for Occupational Health and Safety (P2K3) which monitors the implementation of K3 in the Company. Organizational Structure of P2K3 Corporate

Organizational Structure of P2K3 Branch

Chairman President Director

Secretary VP Risk & Quaity Management Division

Chairman General Manager

Secretary General K3 Expert

Members: 1. All Deputy General Manager 2. All Managers 3. Safety Officer 4. Representative of SKJM

Members; 1. All VP 2. General Manager 3. Project Leader 4. Safety Officer 5. SKJM Representative

Program Keselamatan dan Kesehatan Kerja

of the requirements on health and safety at

Occupational Safety and Health Program

workplace. Based on the appointment, the

Various activities were carried out related to K3

experts monitor, inspect, test, analyze, evaluate

program during 2014, including:

and provide requirements as well as conducting

1.

Enhancement of K3 Personnel Competencies.

safety and health coaching. In order to comply

To ensure the work environment is safe, it

with the provisions, in 2014, the Company

needs to be supported by personnels who

has carried out training at the Head Office,

understand the safety and occupational health.

Branches and Subsidiaries officies, as follows:

Jasa Marga is committed to have Safety and Health Experts in every working unit. Experts on Health and Safety are technical personnels who have special expertise from outside the Labor Department to monitor compliance on Safety Law. Occupational Health and Safety experts have the authority to enter the workplace in accordance with the scope of work, request information and or information regarding the implementation

326


Competencies

Total

General K3 Experts

4 People

Re-certificaiton of Junior K3 Experts

10 People

SMK3 Auditor

25 People

K3 Lift Technicians

4 People






Glossary

K3 Competencies of Employees at the Head Office, Branch Offices, Project Offices and Subsidiaries in 2014 Competencies

Retired/Post Employment

Well-Trained

Active

SMK Auditor

25

0

General K3 Expert

54

2

52

Expert on K3 Construction

39

4

35

Safety Officer

56

3

53

25

Hiperkes

2

0

2

K3 Lift Technician

4

0

4

180

9

171

TOTAL

Distribution of Employees with K3 Competencies in 2014 General K3 Expert

Expert on K3 Construction

Jagorawi Cawang-Tomang-Cengkareng Jakarta-Cikampek Jakarta-Tangerang Purbaleunyi Semarang Palikanci Surabaya-Gempol Belmera

ü ü ü ü ü ü ü ü ü ü

PT Jalantol Lingkarluar Jakarta PT Jasamarga Pandaan Tol PT Trans Marga Jateng PT Marga Trans Nusantara PT Tranmarga Jatim Pasuruan

ü ü ü ü ü

ü ü ü û û

Unit/Branch/Subsidiaries Head Office

Safety Officer

Hiperkes

SMK Auditor

ü

ü

ü

ü

ü û ü ü ü ü ü ü ü

ü ü ü ü ü ü ü ü ü

û û û û û ü û û û

ü ü ü ü ü ü ü ü ü

ü û û û û

û û û û û

ü û û û ü

Note: ü: available û: not yet available

2.

Socialization of Regulation on Occupational

3.

In accordance with the regulations related

OHSAS 18001: 2007 Certification and SMK3 Certification

Health and Safety

One of the Occupational Health and Safety

with occupational health and safety, the

Management System (K3) which is widely adopted

Company obligates the use of safety belt and

internationally is the OHSAS. OHSAS 18001

safety helmet, provision of Personal Protective

(Occupational Health and Safety Management

Equipment (PPE) in service vehicles, the use of

System 18001) was issued by BSI (British Standard

PPE by officers working on the tollroad, safety

Institution) in 1999 and became effective since

regulations at toll gates, installation of K3 signs

April 15, 1999. This standard was made and

and stickers, safety induction and K3 briefing

formulated jointly by 13 standardization and

prior to the start of daily working activities at

certification bodies from various countries. In 2010

all branches.

the Company has successfully met the OHSAS 18001: 2007 certification standards in all branches.

All branches routinely conduct socialization

Until 2014, all branches are still actively renewing

so that the accidents at workplace can be

the certification, which demonstrates that the

prevented. In the year, in addition to the

implementation of K3 in the Company has been

routine internal socialization program, the

quite satisfactory, especially at the branches with

Company also familiarizes the employees with

high risk of K3, in particular in the operational

BPJS program.


327




Highlights 2014

Management Report



unit. The implementation of K3 Management

6.

Completion of SMK3 database applications.

System is in line with PP 50 of 2012, which has

The application of K3 database is expected to

been implemented by the Company, however

facilitate branches and subsidiaries in preparing

the SMK3 certification has not been done yet.

a report on SMK3 so that the SMK3 data of branches and subsidiaries of the Company is

4.

Cross Audit of SMK3 is in line with PP 50 of

presented with current (up to date) data. This

2012

application will also facilitate the Company

To determine the level of conformity of the

in monitoring the SMK3 data and simplify

implementation of K3 at the branch offices with

the Work Units, Branches and Subsidiaries in

the PP 50 of 2012, the Company has conducted

obtaining data related with K3 Management

Cross Audit by the auditor personnel from

System. Reports containing in this database

other branches who have received training on

application, among others, are:

SMK3 Auditor from the Manpower Ministry.

a.

Audit Report

This was done to ensure transparency and

b.

Inspection Report

objectivity of the audit results.

c.

Report on Mismatch

Cross audits was conducted in 2014 at two

d.

SMK3 Performance Report

branches (Jagorawi and Jakarta-Cikampek).

e.

Accident Reports

Based on the audit results with 166 criteria, a

f.

Investigative Report

conformity percentage of 75% (Satisfactory)

g.

Reports on HIRAC

was obtained for Jagorawi branch and 89%

h.

Emergency report

(satisfactory) for Jakarta-Cikampek branch.

i.

Other reports required to comply with the laws.

The Cross Audit is planned to be implemented annually on an ongoing basis, therefore although the branch has not been certified

7.

K3L Benchmark

with SMK3 from the Manpower Ministry, its

To develop and make a sustainable

application has reached satisfactory level.

improvement on policies and K3 Management System and Environmental of the Company,

5.

Monitoring and evaluation of the

the Company took the initiative to learn from

implementation K3 activities in 2014:

best practices with a similar business through

a. Evaluation of Work Accident Cases at

benchmarking mechanism. Benchmark of

Cawang-Tomang-Cengkareng, Jakarta,

K3L was performed at Pelindo III (Persero)

Cikampek, Purbaleunyi, Jagorawi and

– Surabaya, a State Owned Enterprise which

Belmera branches.

engages in the transportation sector with

b. Evaluation of the Implementation of K3 at the Company’s branches. c. K3 Risk Inspection at Jasamarga Bali Toll. d. Evaluation of workplace accident data of all branches and provide recommendations for improvement. e. Evaluation on HIRAC which is carried out by branches

328


business activities covering Provision and/or Providing services.


8.





Glossary

Facilities and Safety. To ensure the safety and health of employees in the workplace, the Company requires empoyees in the operational unit to wear Personal Protective Equipment (PPE) such as K3 Vest, Ear Plug, Respirators, Eyeglass, K3 Hats, Safety Shoes, Gloves, Helmets, Raincoat, Body Harness, as elaborated in the following table: Equipments for Occupational Health and Safety of Employees Fields of Operational Employees

9.

OSH Vest

Ear Plug

Respirator

Toll Collector

ü

ü

ü

Traffic Service Officer

ü

ü

Rescue Officer

ü

ü

ü

Ambulance Officer

ü

ü

ü

Inspection Officer

ü

ü

ü

ü

Protection Glasses

ü

Health Program a. Prevention • •

•

Safety Shoes

Gloves

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü

ü ü

•

Reimbursement of 80% for outpatient costs can be done by the employee and

for children of the employees.

their families to cover costs for visiting

Periodic Health Test (UKB) once a

doctor, or nurses at hospitals, clinics, or

year in order to detect early illness of

other places. •

Employees and relatives of the

Providing additional Nutrition to

employees who are hospitalized in

employees who are affected by work

hospital can go directly to the hospital

rotation in the form of Milk to increase

and get class I medical treatment for

the durability of their bodies.

Grade E to 3 and medical treatment

Spraying and fogging to kill mosquitoes

class II for Grade 4 to 5 and Grade P

dengue fever.

and M. •

Prenatal care and childbirth assistance

The Company provides opportunities

for every childbirth process is covered

to employees and families of the

by the Company with a maximum of 9

employees to take part in the Family Planning program. •

Body Harness

b. Treatment (curative)

as an effort to prevent the spread of •

Helmet Raincoat

Basic vaccination to prevent diseases

employees. •

OSH Cap

times. •

The company provides support in the

The Company conducts papsmear once

form of an USG (ultrasound diagnostic)

a year to detect the cancer earlier at

as many as 2 times unless there is an

the uterus to women employees and or

abnormality of the pregnancy upon the

wife of the employees.

recommendation of a specialist. •

Medical Care and treatment, dental care costs are reimbursed at a maximum of 80%.


329




Highlights 2014

•



d. Health Recovery (rehabilitative)

c. Maintaining Health (promotive) •

Management Report

The Company conducted public lecture

•

Creating and installation of dentures

periodically (public lecture on health

for medical purposes only apply to

was done routinely every 3 months at

employees who have worked in the

the Headquarter and branch offices, in

Company for at least 3 years, with a

order to nurture healthy way of life.

maximum of 3 (three) dentures in one year.

The Company provides opportunities to involve in sport activities (for example:

•

Eyes Examination and the purchase

Physical Fitness and Gymnastics (SKJ)

of eyeglass for employees upon

every Friday and other sport activities)

recommendation from doctor, is given

to increase stamina and health of the

only to employees who have worked in

employees.

the Company for at least 3 years, and only once in every 2 years. •

Medical aid is granted to employees who have been working for at least 3 years and given once in every 3 years.

Level of Accident at Workplace At Workplace Year

Employment Relation

Light Wound

Serious Wound

Death

Light Wound

Serious Wound

Death

2012

5

2

1

2013

1

2

1

3

5

0

3

3

2014

4

0

2

0

0

2

0

Note: Accident at Workplace: Accident at workplace during working hour Accident related with Employment Relation: Accident when an employee goes to work and when returning from office

K3 Achievement In 2013, the Company received Awards for K3 Zero Accident for Palikanci branch and Surabaya-Gempol toll road from Manpower Office of the Cirebon Regency Government and East Java Province. In 2014, the Belmera Branch received K3 Award from Major of Medan, called “Companies With Zero Accident on National Level” by the Minister of Manpower and Transmigration.

Zero Accident Award for SurabayaGempol Branch from the Governor of East Java

330

Zero Accident Award for Surabaya-Gempol Branch from the Governor of East Java


Zero Accident Award for Belmera Branch from the Minister of Manpower and Transmigration

K3 Award of Medan Municipality for the performance of 2013/2014





Glossary


Occupational Health and Safety Certification This is in line with one of the Company’s missions to carry out business activities based on the application of the rules of Occupational Health and Safety correctly and consistently. The Company’s concerned on safety is evident in the the international standard certification, OHSAS 18001: 2007 (on Occupational Health & Safety Assessment Series), which is integrated with ISO 9001 for all branches starting from in 2010 and to be renewed every 3 years. OHSAS 18001:2007 Certification Audit Agency

Unit/Branches

No

1.

Jagorawi Branch

2.

Cawang-Tomang-Cengkareng (CTC) Branch

3. 4. 5. 6. 7. 8. 9.

Issued Date

Validity Period

Registration Number

SGS SGS

23-Mar-14 3-Mar-14

23-Mar-17 3-Mar-17

ID11/1102954096 ID11/1102954092


SGS

31-Jan-14

31-Jan-17

ID11/1102954070

Jakarta-Tangerang Branch Purbaleunyi Branch Semarang Branch Palikanci Branch Surabaya-Gempol Branch Belmera Branch

SGS SGS SGS

4-Jan-13 28-Dec-13 25-Oct-14 24-Sep-12 10-May-14 21-Sep-14

4-Jan-16 28-Dec-16 25-Oct-17

ID11/1102954016 ID10/1102954054 ID11/01882 ID12/02180 ID11/1102954122 ID14/02870

SGS SGS

24-Sep-15 10-May-17 21-Sep-17

Financial Impact of Health and Safety Activities The Company continuously carries out K3 practices to continue to safeguard employees as the main assets of the Company. In order to implement the K3 practices, the Company invested a total of Rp 63.13 billion throughout 2014.

Report on Social Responsibility Jasa Marga’s Commitment in Social &

In order to create a harmonious relationship

Environment Responsibilities

with stakeholders, the Company encourages

Jasa Marga is committed to continuously

each employee of Jasa Marga to take part in the

improving the quality of its social and environment

sustainability social and environmental responsibility

responsibility program (TJSL). The Company

programs.

believes that the quality improvement of TJSL program will give a positive impact to the business

Social and Community development

growth in the coming years.

As a toll road operator and a State Owned Enterprise, the Company contributes to society

The sustainability of the social and environmental

as part of stakeholders through involving in the

responsibility programs always requires innovation

Corporate Social Responsibility (CSR) programs

in the quality improvement program. The Company

which is managed by the Corporate Secretary

does not stop in developing new programs which

unit starting from 2014, while the Partnership and

can reach a wider community as well as continues to

Community Development Programs are managed

renew programs that have brought about significant

by the Community Development Program Unit

impact for stakeholders.

since 1992.


331




Highlights 2014

Sources of funds for CSR programs is based on the Work Plan and Budget Allocation (RKAP) which is determined annually, while funds for Partnership and Community Development Program come from the Company’s Annual Budget which is considered as cost, with a maximum of 2% of net income of the previous year. Partnership and Community Development (PKBL) Program is managed by the Community

Management Report



"Jasa Marga’s role in providing education on safety driving on toll roads has become a key in creating comfort, smoothness and safety for toll road users"

Development Unit, which is stipulated in: a. Regulation of the Minister of State Enterprises No. PER-05 /MBU/2007 dated April 27, 2007 on SOE Partnership Program with Small Business. The program is implemented through Community Development Unit Program.

Type of Programs

b. Partnership and Community Development Program (CSR) is set out in the Regulation

Corporate Social Responsibility (CSR) Programs

of the State Enterprises Ministry No. PER05/MBU/2007 dated April 27, 2007 on the

1. Education

Partnership Program of SOEs with Small

Education is an important part in the

Business and Environment Development

development of human character. This factor

Program.

has encouraged Jasa Marga to create education

c. Regulation of the Minister of State Enterprises

programs as part of the CSR activities. As a

No. PER-08 /MBU/2013 dated 10 September

leading toll road operator in Indonesia, “Jasa

2013 on the Fourth Amendment to the

Marga’s role in providing education on safety

Regulation of the Minister State Owned

driving on toll roads has become a key in

Enterprises No: PER-05/MBU/2007 on the

creating comfort, smoothness and safety for toll

Partnership Program of the State Owned

road users. The active role of PT Jasa Marga in

Enterprises with Small Businesses and

the field of safety driving education is reflected

Community Development Program.

in the distribution of the book entitled “Aku

d. Decision of the Board of Directors 230/

Tertib berlalu Lintas” (I Follow Traffic Rules), as

KPTS/2007 on Partnership Program with

many as 1,232 books in 2014 during variety of

Small Business and Community Development

sponsord activities, exhibitions and corporate

Program, to set programs and activities of the

events other.

Community Development. In addition to the safety of driving in the toll road, PT Jasa Marga is also concerned about the introduction of the toll road industry among students through the program called “Jasa Marga Goes To Campus”. Jasa Marga Goes to Campus The Company routinely conducts sharing knowledge activities through the Directors’ Teaching Program (2012), which was held by each Director such as at SMA 17-Palembang, SMA Hope 1-Medan, SMA Negeri 1-Kuta Selatan Badung, Bali, SMAN 1 Suruh-Salatiga and SMA Negeri 1-Boyolangu-Tulungagung.

332






Glossary


Jasa Marga Goes to Campus

Jasa Marga also became resources for public

c. University of Indonesia on March 21 2014 with

discussion on the issue of toll tariff increase at

Director of Operations Hasanuddin as the

UIN Sharif Hidayatulah (2012) and Customers Meeting at University of Indonesia (2013).

speaker. d. Universitas Siswa Bangsa Internasional on March 24, 2014 with Director, Adityawarman, as

In 2014, the knowledge sharing activities of Jasa Marga was designed through ‘Jasa Marga Goes

guest speaker. e. Trisakti University on March 26, 2014 with

To Campus’ program, with the main target of new

Director of Business Development, Abdul Hadi

toll road users. The main theme being raised is the

Hs, as the speaker.

issue of “Understanding the Toll Road Industry”. Jasa Marga Goes To Campus was held on March

In these events, the Company shares the

19 to 26, 2014 at 5 (five) universities, as follows:

knowledge with the students about toll road

a. Bandung Institute of Technology on 19

industry in Indonesia. The Company also provides

March 2014 with Director for HR & General

educational assistance such as laptops, projectors

Adminstration, Najib Muh Fauzan as speaker.

and camera. Total participants who have taken

b. Bina Nusantara University on March 20, 2014

part in those events reached 1,709 people.

with Director Finance, Reynaldi Hermansjah, as

Through ‘Jasa Marga Goes To Campus’ event, the

the speaker.

Company expects to improve the interest of the students about toll road industry.


333




Highlights 2014

2. Social Care program on Homecoming for Free Together with Jasa Marga 2014 As a form of social care to the communities

Management Report



• To establish a good relationship with the Company’s stakeholders, particularly community around the Company.

who will celebrate Lebaran in their hometown,

• To maintain public trust to the Company.

the Company held a program called “Free

• To enhance the positive image of the

Homecoming (Mudik) Together with Jasa

Company.

Marga 2014” which involved 808 participants, consisting of:

The destinations of the Free Homecoming

• Workers who support the activities of

Program Together with Jasa Marga 2014

the Company (such as drivers, Office

were several towns on the Java Island. The

Housekeeping Officers, Cleaning Service

Free Homecoming Together with Jasa Marga

Officers, Road Cleaning Service Officers,

program is planned to be also carried out in

Freelance Officers, Security Guards, and

the coming year considering the benefits and

Civilian Security Guards/Hansip) and their

positive responses from the participants.

families who are working at the Head Office, Branches and projects of Jasa Marga. • Local Communities around the Jasa Marga toll roads who are in need. • This event shows an effort active role of

In addition to the Free Homecoming Together with Jasa Marga Program, the Company also provided aids to the communities who were affected by disasters through Jasa Marga Care Program.

the Company in reducing the number of accidents when people are travelling to their

Jasa Marga Care for Banjarnegara Landslide

home town (Mudik) during Lebaran season.

Victim

In the event, the Company also educates

The Company carried out a social care activity

the participants about traffic rulings when

for the landslide natural disaster victims in

passing the toll roads to the bus crews

Banjarnegara through Semarang Branch at

(Drivers and conductors).

Jemblung sub-village, Sampan Village, Karang Kobar Subdistrict, Banjarnegara Regency on

The purposes of these activities are:

December 18, 2014. At the event, the Company

• To reduce the use of motorcycles for

handed over 1,000 aid packages containing

homecoming trip.

334


mats and blankets.




Jasa Marga Care for the Sinabung People


Glossary


Partnership and Community Development Program

The Company through Belmera Branch Office provided assistance to the victims of the

1.

Partnership Program

Mount Sinabung eruption in the Perbaji Village

The Unit of Partnership and Community

and Selandi Village, Tiga Ndreket Subdistrict,

Development Program (PKBL) of PT Jasa

Karo Regency which is about 3.5 km from

Marga (Persero) Tbk was established by

Mt. Sinabung, on Sunday, December 21, 2014.

virtue of Board of Directors’ Stipulation No.

Donations were in the form of staple foods such

010/KPTS/1997, dated February 3, 1997. The

as rice, cooking oil, cash, snack packages for

PKBL Unit was formed as an implementation

children, and eat together with local people.

of the Stipulation of Minister of Finance of

Jasa Marga Care for Sinabung Victims program

the Republic Indonesia No. 316/KMK/1994 on

is part of the Company’s caring to the affected

Guidelines for Small Business and Cooperative

residents around the local branch offices, and

Development through the Utilization of Portion

helping to ease their burden as well as providing

of State Enterprises Profit. The stipulation was

moral support as an empathy to residents

amended by the Regulation State Minister for

affected by disasters.

State Owned Enterprises No. 05/MBU/2007, April 27, 2007 about Partnership Program of

3. Jasa Marga Automotive Gathering to Meet

State-Owned Enterprises with Small Business

Customers

and Community Development (PKBL), which

As an effort to improve service to toll road

has also been amended by the Regulation

users, the Company carried out an activity

of the Minister of State Owned Enterprises

called “Jasa Marga Automotive Gathering” in

No. PER08/MBU/2013, dated September 10,

cooperation with some of vehicle communities.

2013 about the Fourth Amendment of the

The number of participants reached 201

Stipulation of the Minister of State-Owned

vehicles and 634 individual participants. The

Enterprises Number: PER-05/MBU/2007

participants gathered at the site start at Rest

about Partnership Program of State-Owned

Area 39 toward Cikampek.

Enterprises With Small Businesses and Community Development.

The objective of Jasa Marga Automotive Gathering is to encourage members of the

The targets of the PKBL Unit’s activities are

automotive communities as toll road users to

small businesses, in this case the individual

jointly build a culture of traffic discipline on the

or entity businesses and cooperatives

toll road.

that have maximum annual turnover of Rp 1,000,000,000 or have assets a maximum of

Apart from a means to disseminate information

Rp 200,000,000, - outside land and buildings.

about efforts of the Company to improve services, the event was also utilized by community members to give inputs to

The sources of funds to support the PKBL Unit

Jasa Marga.

Activities are derived from: a. Funds for Partnership & Community Development Program are derived from the Company’s budget which is treated as cost at a maximum of 2% of previous year’s net income (in accordance with the PER-08/ MBU/2013 dated September 10, 2013).


335




Highlights 2014

Management Report


Mobile Library of PT Jalantol LingkarluarJakarta As a form of responsibility to the

• Nurturing communication and socialization

community around the toll road, PT Jakarta

to the education/schools communities

Outer Ring Road (PT JLJ) launched a

around the corridors of the toll roads, in the

program to educate the public through

hope that Companys corporate image will

the provision of mobile library. The mobile

be positive.

library is one of the programs that can be done to promote the culture of reading,

• As a social responsibility that should be

especially to children. In addition, the

shouldered by the Company in the area of

mobile library is a form of knowledge

operation wherever the Company has the

transfer efforts to the schools located

operations.

around the corridor area of the toll road. The mobile library covers 11 play groups and There are several objectives to be achieved

elementary schools around the operating area

in the implementation of the mobile library

of JORR. The mobile library provided 340

namely:

books for elementary schools.

• Stimulate the improvement and awareness about reading activity as part of the culture.

336







Glossary


Planting of Bintaro Trees at JORR Section; the Green Program was initiated by the Employees with Low Cost PT Jalantol Lingkarluar Jakarta (JLJ) carried

relatively low. After collecting the seeds,

out a reforestation by the side of JORR.

then the seeds are sorted which seeds have

Since its inception in March 2014, at least

the potentially to be replanted by giving

44 reforestation actions have been carried

the planting medium polybag. Polybag

out by planting 2,307 bintaro tree seedlings

containing potential seed is then stored

and involving 765 participants. This action is

in a place that may not be exposed to

carried out as a form of the responsibility of

direct sunlight. PT JLJ planted the bintaro

the Company over the impact of pollution

trees regularly at least three times a week.

from the operation of toll roads, PT Jalantol

Furthermore, the working unit of Security

Lingkarluar Jakarta (JLJ) and as a form of

officials routinely conducted planting

corporate social responsibility for clean air

activities every weekend. Such activity was

requirements so that the environment around

also carried out by JLJ group of activists of

the toll road is comfortable.

nature known as JALLPALA. They planted as many as 180 bintaro trees along the side of

As widely known that the reforestation

JORR. Through this tree planting activity,

program could reduce the levels of carbon

PT JLJ aspires to conduct reforesting along

dioxide (CO2) or other pollutants in the

the edge of the JORR lanes.

air. During the ongoing process of photo synthesis, plants absorb carbon dioxide and release oxygen, at least every 1 hour, 1 hectare of green leaves can absorb 8 kg of CO2. Thus, reforestation can reduce the greenhouse effect and climate disruption. Employees from various work units in PT JLJ took part in the event as the executor of the community development activities. Bintaro tree is chosen because this plant produces seed for regeneration and adaptable to environmental conditions. As typical plant used for reforestation at coastal areas and in the city, bintaro tree also has strong roots and flexible enough to adapt to weather anomalies. Planting process begins with the collection of seeds that fall around the bintaro tree. With the breeding sources, it can be stated that bintaro tree reforestation costs is


337




Highlights 2014

Management Report



b. The balance of Partnership Program which was derived from the Company’s retained profit that has been allocated up until the end of 2012. c. The revenues derived from administrative services, deposit and/or current accounts of the Partnership and Community Development program after deducted with operational expenses. d. Partnership Program funds received from other State Owned Enterprises , if any. Guidance Activities to the participants of Partnership program, include: a. Education, training, research, and apprenticeship to improve entrepreneurship, management and technical skills on production. b. Marketing and promotion of products. The programs of the Community Development Unit of the Company are implemented through the Company’s offices network consists of the Head Office and 9 (nine) branches. The distribution target area and the number of the participants taking part in the Partnership program as of December 31, 2014 and December 31, 2013 are as follows: The Company's Foster Partners and Target Area for 2013 and 2014 No

338

Head Office/Branch

Target Partnership Area

1.

Head Office

Outside operational area of branch offices

2.

Jagorawi

3.

31 December 31 December 2014 2013 9,149

9,149

East Jakarta, Bogor, Sukabumi

993

963

Jakarta-Cikampek

Bekasi, Cikarang, Karawang, Cikampek, Purwakarta

1,361

1,297

4.

Jakarta-Tangerang

West Jakarta, Banten

1,082

1,053

5.


South Jakarta, North Jakarta, East Jakarta, Central Jakarta

1,117

1,077

6.

Purbaleunyi

Bandung, Sumedang, Ciamis

1,288

1,244

7.

Surabaya-Gempol

East Java

2,264

2,231

8.

Semarang

Central Java

2,340

2,295

9.

Belmera

North Sumatera

1,530

1,490

10.

Palikanci

Cirebon, Majalengka, Kuningan, Indramayu

1,253

1,205







Glossary

The accumulation of funds that have been allocated under the Partnership Program Loan in 2014 based on economic sectors is as follows: Accumulation of Funds Disbursement for Partnership Program in 2014 (in Rp) No I

II

Realization 2014

Description Accumulation of Funds for Partnership Program: Partnership Loan Industry Sector Trade Sector Agriculture Sector Husbandry Sector Plantation Sector Fishery Sector Service Sector

67,660361,724 83,992,250,000 63,062,480,402 3,236,000,000 2,437,000,000 2,702,000,000 88,016,816,048

Accumulation of Funds for Partnership Program Education/Training Promotion, Exhibitions & Other Marketing Activities

14,545,565,967 25,622,938,980

Foster Partners (Mitra Binaan) The Community Development Program has disbursed Rp 13.485 billion in 2014 through the implementation of Foster Partners (Mitra Binaan/MB) Program in 2014. The funds were absorbed by 373 foster partners that are scattered throughout the operational areas of Jasa Marga branches. The foster partners are engaging in variety of business sectors such as Industry, Services, Trade, Fisheries and Animal Livestock. In addition to lending, Community Development also has conducted monitoring to the foster partners as well as charging the obligations MB, to be rolled back to the people who are still in need. To support the above distribution partnership program, the Community Development also provides support through training events with various modules of activities such as: accounting, entrepreneurship and motivation. To help promote the foster partners, in addition to distributing the form of revolving fund Community Development also provide promotional support to the foster partners in the form of exhibitions. Details of the Loan Disbursement for Partnership Program 2014 are as follows:

No

Branch

Industry Rp

Service

Trade

Husbandry MB

Rp

Rp

Fishery MB

Rp

Total MB

Rp

MB

MB

Rp

MB

235,000,000

5

455,000,000

10

810,000,000

15

-

-

-

-

1,500,000,000

30

1.

Jagorawi

2.

CawangTomangCengkareng

90,000,000

2

150,000,000

4

1,260,000,000

34

-

-

-

-

1,500,000,000

40

3.

JakartaCikampek

85,000,000

3

40,000,000

2

1,440,000,000

59

-

-

-

-

1,565,000,000

64

4.

JakartaTangerang

555,000,000

11

890,000,000

18

-

0

-

-

-

-

1,445,000,000

29

5.

Purbaleunyi

490,000,000

15

95,000,000

2

27

-

-

-

-

1,630,000,000

44

6.

SurabayaGempol

40,000,000

1

35,000,000

1

30

35,000,000,00

1

-

-

1,500,000,000

33

7.

Semarang

365,000,000

10

95,000,000

3

1

-

-

1,500,000,000

45

8.

Belmera

70,000,000

2

200,000,000

4

1,075,000,000,00

34

-

-

-

-

1,345,000,000

40

9.

Palikanci

170,000,000

5

185,000,000

5

1,095,000,000,00

37

-

-

50,000,000,00

1

1,500,000,000

48

2,100,000,000

54

2,145,000,000

49

9,115,000,000

267

75,000,000

2

50,000,000

1

13,485,000,000

373

TOTAL

1,045,000,000,00 1,390,000,000,00 1,000,000,000,00

31

40,000,000,00


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Highlights 2014

Management Report



2. Community Development Program

This refers to activities to empower and provide assistance including the development of facilities and infrastructure of communities in the operational area of Jasa Marga (Persero) Tbk.

Community Development Programs are carried out to give benefits the community in the operational areas of the Company.

In 2013 in accordance with the Regulation of the Minister of State Owned Enterprises No. PER-08/ MBU/2013 dated September 10, 2013 the scope of assistance programs to provide transportation cost for outsourced wokers of SOEs were removed and based on the Minister of State Enterprises Regulation No. PER-05/MBU/2013 dated May 1, 2013 and PER-08/MBU/2013 dated September 10, 2013, the form of the Community Development Program activities of Jasa Marga are focused on several aspects, among others:

1. Help the victims of natural disasters.

2. Provide education and/or training assistance.

3. Assistance for health improvement.

4. Assistance for the development of infrastructure and/or public facilities.

5. Assistance to improve religious facilities.

6. Assistance related with environment conservation.

7. social assistance in order to alleviate poverty.

In 2014, the Company actively involved in community development activities in natural disasters assistance that occurred in Jakarta, namely:

BUMN Care (For Jakarta Flood)

Community Development activities at the beginning of 2014 were carried out by playing active role in tackling the flood disaster that hit 10 locations in the Jakarta area. Jasa Marga through Jasmapala involved by providing assistance in the form of 1,000 (one thousand) emergency aid packages with the details, and distributed to the following areas:

No.

340

Area of Distribution

Total

1.

Ceger

50 packages

2.

Kampung Rambutan

50 packages

3.

Cililitan Kecil

100 packages

4.

Kecamatan Jatinegara

250 packages

5.

Condet

100 packages

6.

Jakarta-Cikampek Toll Road KM 41

200 packages

7.

Perumahan Bumi Nasio

50 packages

8.

Bantaran Kali Ciliwung

100 packages

9.

Kampung Dukuh

50 packages

10.

Kampung Makassar

50 packages

TOTAL

1000 packages






Glossary


Jasa Marga Safety Driving

In addition to the presentation on safety driving,

In 2014, the community development program on

students who were participating in the program

education conducted Jasa Marga Safety Driving

also got the chance to try to practice driving

Event in Sentul Circuit on June 4, 2014. This event

directly with national racing athlete, Rizal Sungkar.

was a continuation of the Company’s awareness

Participants also shared and discussed directly

program in the field of education, particularly on

with the speakers who are experts safety driving.

safety driving. Jasa Marga Safety Driving Program aims to According to the principles of road safety, in

encourage participants to have the motivation

order to survive in the toll road, someone needs

and understanding to behave and act in

to have required basic abilities of perception

accordance with the ethics of driving on the road

and quick reaction without thinking, or in other

so they can help reduce the rate of accidents on

words “Safety is a Habit”. The habit can not be

the road.

planned and considered. All of the actions when driving a car are reactions that in accordance

Green Program through Developing Biopori

with procedures and safety literatures without

In an effort to create an open green space on the

having had to think. Therefore, the Company

toll road, the Community Development Program

works closely with DSD Road Safety Consultant

of the Company continues to carry out the green

which designed a driving safety training program

program. One of the ongoing green programs is

of activities for a day for students through an

developing the biopori holes. Benefits of biopori

interactive concept of learning, edutainment,

hole is to manage the waste along the tollroad

practical and knowledge-based approaches,

corridors so that they can be utilized as compost.

generalize ability of learning, social intelligent and

The biopori hole program is implemented

development process on road safety.

in collaboration with the Bogor Institute of Agriculture (IPB). The waste treatment process of

Jasa Marga Driving Safety program was attended

biopori holes are implemented as follows:

by a total of 150 students from several universities

1. Drilling biopori holes, then garbages at toll

in Jakarta and surrounding areas, namely the

corridors will be collected and inserted in the

Bina Nusantara University (Binus), Universitas

biopori holes that are ready.

Siswa Bangsa International (USBI), Tarumanagara University, Pelita Harapan Univesity (UPH),

2. Through the decomposition process, the waste

University of Indonesia (UI), Surya University in

turned into compost when planting a tree in

BSD, STEI Tazkia in Sentul and the Institute of

the biopori hole.

Social and Political Sciences (IISIP) Jakarta.


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Highlights 2014

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Financial Impact of Activities

of computer, computer table and projector,

1. Partnership Program

safety driving training for beginner drivers,

Since the PKBL (partnership) program was first

renovation of early childhood facilities (PAUD),

introduced in 1992 until 2014, Jasa Marga has

learning supports such as textbooks.

provided an accumulation of working capital loans amounting Rp 314,796,908,174, with the

3. Assistance for Health Improvement worth Rp 538,276,000, -in the form of free medical

number of Foster Partners reaching as many as

examination and medical treatment.

22,377 partners. Business Development Fund to

4. Assistance for Infrastructure and Public

support training and exhibition programs from

Facilities development worth Rp 2,597,737,972,

1992 to 2014 has reached Rp 40,364,696,384. The

- in the form of Islamic books, constructing

amount of funds allocated for business coaching

walking path, constructing waste management

(training and exhibition) for the year 2014

building, constructing embankment, cleaning

amounted to Rp 767,888 437, - which consists of

drainage, constructin pipeline post eruption

training funds Rp 274 346 437, - and promotion

of Mt. Kelud, provision of transport facilities

funds amounted to Rp 493,538,000.

in the form of 10 units pedicap (becak) to the Institute of Transportation Studies, providing

2. Community Development Program

In 2014, Community Development Program that has been disbursed amounted to Rp

equipments for training hall and meeting rooms, proving support for workspace facilities. 5. Assistance for House of Prayer Facilities worth

9,904,466,277, - declined by 34% from 2013 with

Rp 1,746,718,501, - in the form of construction

the following details:

of mosques, musholla (house of prayer)

1. Assistance for Natural Disasters’ Victims worth Rp 921,367 845, - in the form of providing aid

construction and construction materials. 6. Nature Conservation Assistance worth

in the form of prayer (sholat) tools, blankets

Rp 772,791,986,2500 –by way of planting

and medicine for victims of Mount Sinabung

productive trees such as mango, sapodilla,

eruption, basic food aids for flood natural

soursop, rambutan and guava in two locations:

disaster victims at around the Head Office and

on riverbank of Cisadane, Panunggangan

Branch Offices in Jabotabek (Jakara, Bogor,

Village, Tangerang as many as 1,000 trees and

Tangerang, Bekasi).

in the Village Jumputsari, Sukomanunggal sub-

2. Assistance for Education and/or Training worth Rp 2,695,200,533, - in the form of providing

district, Sidoarjo District as many as 1,500 trees. 7. Public Social Assistance Programs as an effort

teaching and learning equipment (chairs/

to help Alleviate Poverty amounting to Rp

desks, filing cabinets, setting up filings), a set

632,373,440, - in the form of providing basic food assistance and musical instruments.

342






Responsibility to Customers The Company places customer satisfaction as a fundamental and important aspect of its operation.

Glossary


the toll road officers found 1,444 vehicles that use the toll roads operated by the Company that broke the toll roads.

Safety, comfort and smoothness on the tollroad to to the toll road users are the commitment of the Company to achieve customer satisfaction. As a

6.51% 7.13% Breaching rule on overload

concrete step, the Company conducted Vehicle

Breaching rule on benefits

Control Week for overloaded vehicles simultaneously

Breaching rule on parking

in all branches and subsidiaries (AP) of the Company.

Breaching rule on dimension of vehicle 33.20%

53.12%

The basis for the implementation of such activity refers to: a. PP (Government Regulation) No. 15 Year 2005 on the Toll Road.

The road is designed to withstand the heaviest load (MST) of the lowest of 8 (eight) tons.

b. The Construction and Building Standards - Geometry for Toll Roads - Public Works Department - Director General of Bina Marga.

The class of toll road is designated with the Class 1, therefore, the MST that is allowed for toll road is 10 (ten) tons.

c. Letter of Appeal from Director for Operation No. CA.LL06.930 dated September 4, 2014 on Preparation for Integrated Operations Week to Control Overloaded Vehicles An Integrated operation was carried out by Jasa Marga in collaboration with the Department of Transportation and the Police, starting from September 8 to 12, 2014. The purpose of the operation is to create a culture of orderly traffic, therefore the toll road is smooth, safe and comfortable for the drivers. The overloaded heavy vehicles were the operation target because those vehicles are often damaging the road pavement as well as slowing down the speed as the overloaded vehicles were underspeed. Before the operation was held, socialization stage was held on September 1 to 7, 2014. There are three media used for the socialization of social media Twitter through PT JASAMARGA accounts, 60 electronic traffic signs and banners belonging to the Company’s installed in places that are easily visible to toll road users, such as overpass and pedestrian bridges. Controlling is not only done on the outer lane of toll road, but also in the rest area (place of rest and Services) as well as access to the toll. During the week,

Survey of Customer Satisfaction The Company has a strong commitment to fulfill the responsibility to users of the toll road as customers. One evident is through conducting regular Customer Satisfaction Survey every year. In 2014, the results of the Customer Satisfaction Index on the Company’s Toll Road was 4.41 out of a scale of 1-6. In disseminating information about the service, the Company provides information to adjust the characteristics of each group of stakeholders. In order to thoroughly understand the needs and views of various aspects of the scope of the toll road industry in Indonesia, mapping perceptions of stakeholders is needed, on how each group of stakeholders assess the service program that has been done by the Company. The position and the perception of stakeholders on the image, brand and company awareness are measured. Evaluation of the effectiveness of the external media activities was carried out in December 2014 until January 2015 in collaboration with the Institute of Management, Faculty of Economics, University of Indonesia. The evaluation involves stakeholders of the Company such as national media reporters who are covering infrastructure and stock market, public relations and the Ministry of Public Works, capital market analysts, business partners (rest area manager), toll road users and communities by focusing on information that can be measured such as traffic condition information, the info on toll road service facilities, corporate actions and performance of the Company (including shares information) which are presented in the website (www.jasamarga.com), social media twitter (PTJASAMARGA), print advertorial


343




Highlights 2014

Management Report



and outdoor media. Based on the results of the

Toll Road Service Policy

evaluation of the effectiveness of the external media,

Toll road industry in Indonesia has a Minimum

the Company obtained 4.13 score out of the scale

Service Standards (MSS), defined by the Regulation

of 1-6, which means that the information provided

of the Minister of Public Works No. 392 / PRT / M /

by the Company through a wide variety of external

2005 dated August 31, 2005 on Minimum Service

communications media showed a positive response.

Standards that must be reached toll road business entities in order to improve service to toll road users.

Jasa Marga is committed to implement a customer

To meet the SPM, the Company issued Circular

satisfaction program, by campaigning the

No. 05 / SE-DIR/2014 dated March 14, 2014 on

importance of Service Excellence with the highest

Guidelines for Compliance Measurement of Minimum

priority on the safety aspects of workers, work areas,

Service Standards (MSS) and the Toll Road Directors

equipment and the environment. The commitment

Policy No. 111/KPTS/2011 dated June 24, 2011 on

made by the strategic steps as follows:

Guidelines for excellence in Environmental Services

1. Increase the speed of the transaction in order to

PT Jasa Marga (Persero) Tbk

reduce queues at toll gates. 2. Streamlining traffic through capacity building

Various efforts have been undertaken and

real time in order to reduce nuisance trips.

completed in 2014, aiming at providing comfort and

3. Improve the quality of construction of roads, bridges and buildings operational complement.

344

Activities Undertaken

and provision of services traffic information in


assurance to consumers through smooth traffic and comfortable toll road. As already mentioned above,





Glossary


the Minimum Service Standards (SPM), defined by the Regulation of the Minister of Public Works No. 392/ PRT/M/2005 dated August 31, 2005 on Minimum Service Standards that must be attained by the toll road operators in order to improve service to toll road users. Among important points in the evaluation SPM by BPJT is the zero pothole (no holes) indicator, street lights in urban areas, as well as the rumija fence. These are the types of information that are required for toll road services. Evaluation and assessment of SPM by BPJT showed that the toll roads operated by the Company have met the standards in provoding information on product service to support security to consumers. Improving the quality of services is constantly developed with a target to achieve higher than standards by the regulator (beyond the standard). In order to constantly improve the service to users of the toll road as a customer of the Company, as well as to the fulfillment of the SPM, the Company has undertaken following efforts in the year of 2014, as follows:

Strategy of Service Application on Toll Road Service Strategies Improving the accuracy in collecting toll revenues with an aim to reach zero loss through the improvement of security system to guard toll revenues that will be applied in stages with priority of implementing the system at branches that have high traffic volume and replacing toll equipments that are already more than 5 years old. Creating a smooth traffic flow, safe and comfortable toll road through modernization of operational technologies with a priority for technological application at toll road sections with high traffic volume and improve traffic information service center as well as complaints are easily accessible and always reflects real time condition.

Application 1.

Adding the number of GTO Entrance, Toll Gate Exit and GTO E-Toll

2.

Installing CCTV, RTMS, TCT, ALB, magazine train at the toll gates

3.

Improving toll road facilities

1.

Providing technology applications to support operations (CCTV, VMS, RTMS, Optical Fiber)

2.

Provision of operational supporting facilities (radio communication, speed gun, retro-electrometer, moving roller, and fire estinguiser).

3.

Painting the road marking for GTO special lanes and installation of automatic toll gates (GTO).

4.

Zero Potholes and preventive maintenance.

5.

Scrapping-Filling-Overlay (SFO) program with a priority at locations with repeated loads and/or the extention of condition is critical.

6.

Increasing the road capacity program with a priority at toll roads with v/c ratio is closed to 0.8 based on PPJT.

7.

Modernization of the use of appropriate technology and innovative operations with the application of materials with high economic value to support the efficiency and effectiveness of maintenance and ensure availability of the supporting/ complement tools to maintain security and safety in accordance with the requirements of the SPM.

8.

Responsive to the efforts for nature conservation activities through reforestation of toll roads in order to support the efforts to slash carbon emissions as well as the use of green technology and green construction.


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Highlights 2014

Management Report



Consumers Protection In order to improve satisfaction of toll road users, the Company continues to develop and update the information service system, transactions and construction. As for information services, the Company improved variety of services to make it easier for toll road users to get access to the toll road information, through: 1. Jasa Marga Traffic Information Center (JMTIC)

As tool to disseminate information services that support customers’ sense of security, Jasa Marga has set up an information center for consumers, namely Jasa Marga Traffic Information Center (JMTIC) which is a medium of communication for toll road users. JMTIC will record and follow up questions and complaints from toll road users.

Customer (Toll Road Users) Management Representative Customer Services Officer

Complaint

Suggestions

Give Information

Request for Help

CCTV, LAN TV, RMTS

Suggestions

Ask for Information

In 2014, the number of telephones that received reached 609,439 calls, increased by 3.4 percent from 2013, which amounted to 589,588 phone calls.

No.

Status

1.

Giving Information

2.

Ask for Help

Total 2014

5,167

2,548

15,864

12,580

3.

Ask for Information

567,569

593,158

4.

Complaint

808

1,049

5.

Suggestions

180

104

589,588

609,439

TOTAL

346

Total 2013






Glossary


In order to increase consumers’ awareness about

3. Website www.jasamarga.com

the JMTIC call center, the Company actively

As a publicly listed company, PT Jasa Marga is

disseminates information to the toll road users

challenged to continue to improve its positive

through advertisements in online media (www.

image. In addition, the Company is challenged

detik.com) and Variable Message Sign (VMS).

to provide information quicky, correctly and accurately, which is one of characters of a

2. Twitter @PTJASAMARGA

listed company. In order to attain that goal, the

The Company understands that every toll road

Company has had a medium to disseminate

users want an easy access to information about

information and online information support the

traffic conditions on the toll road. In line with

Company’s communication strategy, called www.

the increasing needs of toll road users to get

jasamarga.com.

the latest traffic conditions and as an effort to improve services to the toll road users, in addition

4. Website www.jasamargalive.com and

to providing Call Center Services, JMTIC also provides access to the toll road users through

m.jasamargalive.com

To obtain visual information about real time

twitter @PTJASAMARGA. Currently, twitter of @

traffic conditions on toll roads, the Company

PTJASAMARGA is managed by an operator which

provides the CCTV monitoring application that

is integrated with the JITC work unit.

can be accessed through various platforms (interplatform). For a desktop computer users, various types of operating systems can be used, including

The incoming information is divided into several

Microsoft Windows, Apple MacOS or Linux, can

categories, namely: a. Asking information about traffic conditions

access the CCTV on www.jasamargalive.com.

As for toll road users who use gadgets such as

b. Requesting for help from officers

Google Android, Apple iOS and Blackberry, can

c. Providing information about traffic conditions

access the CCTV on m.jasamargalive.com address.

d. Complaints/grievances/criticism

This is done so that users can access the toll road

e. Suggestion

data provided by the Company that are available

f. Question (In addition to the traffic condition

through a wide range of computers and the latest

information)

gadgets. In order to maintain and improve service quality related with the presentation of traffic

Currently twitter of Jasa Marga (@

information in real time, in 2014, the Company

PTJASAMARGA) provides traffic condition

undertook a routine maintenance activity and

information every 20 minutes. In 2014, the number

optimize streaming capabilities by raising the

of Jasa Marga’s twitter followers reached 100,530

capacity of the server.

people, an increase of 51,471 or 51% compared the number of followers in 2013.


347




Highlights 2014

Management Report

To improve services on transactions, the Company

2. Toll Road Public Lights

undertook various efforts including an increase

in the number of Automatic Toll Gate (GTO) on



In 2014, the electronic facilities such as toll road lights covers 11,305 points of PJU lamp.

toll roads operating by the Company to reach 320 toll gates or 30% of the total toll gates that

3. To lift the capacity of the toll road gates in 2014,

are operating in Indonesia. In December 2014, the

the Company increased the capacity of gates

Company in cooperation with Bank Mandiri had

in order to improve service on the toll roads

also launched the e-toll card with closed system

operated by the Company including widening

as applied at Jakarta-Cikampek and Jagorawi

lanes in Cibinong-South Sentul Toll Road section

toll roads. Going forward, in the year of 2016, the

of the Jagorawi toll road and Pasteur-Kopo

Company targets to increase the number of GTOs

Purbaleunyi Toll Road section. In addition, the

by 50% of total operated toll gates.

Company added the number of toll gates to increase transactions, which ultimately reducing

As an effort to maintain the sense of comfort,

congestion at toll gates.

safety and smoothness of traffic flow on the toll road, the Company continuously maintains the

Financial Impact of Activity

quality of toll roads managed by the Company

The cost for activities related to responsibility to

through the following programs:

the consumers in the year of 2014 amounted to Rp 507.07 billion.

1. Scrapping Filling Overlay (SFO)

In 2014, the Company has worked on SFOs to maintain the quality of the toll road with a total leght of 1,078,659.51 meters, scattered in toll roads operated by the Company.

348






Access to Information and Data of the Company In order to provide its stakeholders with easy access, the Company has constantly updated the means of information provision along with the supporting facilities. In addition, the Company also continuously makes the effort in advancing the platform of information technology to maintain and improve the reliability in providing integrated information in the right time and for the right target through the Company’s website www.jasamarga.com. To comply with information disclosure, Jasa Marga also reports information and facts deemed material to the capital market authority via mail to Bapepam-

Glossary


LK (Indonesian Capital Market Supervisory Agency) and through electronic reporting to the Indonesia Stock Exchange. Jasa Marga also actively makes publication for every corporate action conducted with the use of bilingual (Indonesian and English Languages) press release. The said publication is available for download at Jasa Marga website. For further information on the Company, people in general as well as investors in particular may reach Corporate Secretary (David Wijayatno) and AVP Investor Relations (Rudi Kurniadi) at Tel. (62-21) 841 3630, 841 3526; Fax. (62-21) 841 3540; and e-mail: [email protected], investor. [email protected]


349




Highlights 2014

Management Report



Statement of Members of the Board of on the Responsibility for PT JASA MARGA (PERSERO) Tbk.

We, the undersigned, herewith declare that all information contained in the Annual Report 2014 of PT Jasa Marga (Persero) Tbk. is complete and we are fully responsible for the content of the Company’s Annual Report. This statement is made truthfully. Jakarta, February 2015




Boediarso Teguh Widodo Commissioner



Irjen. Pol. (Purn.) Michael Dendron Primanto Independent Commissioner

350






Glossary


oard of Commissioners and Directors Annual Report 2014

Directors



Abdul Hadi Hs. Business Development Director



*) Effective from 21 January 2015, Abdul Hadi Hs. has resigned and has no longer become member of Directors of the Company, following his letter dated 21 January 2015 to the Company.


351




Highlights 2014

Management Report


Glossary Term/ Abbreviation JMTIC

Description Jasa Marga Traffic Information Center. Jasa Marga’s call center that provides information on condition of Jasa Marga’s toll roads to toll road users and receives suggestions/complaints from toll road users.

GTO

Gardu Tol Otomatis (automated toll booth). Toll booth with toll equipment that enables self-transaction service.

e-Toll Card

Card used for making electronic toll payment.

e-Toll Pass

Non-stop transaction at GTO, using e-Toll Card attached on OBU.

OBU

On Board Unit. Device that supports non-stop transaction. It is placed inside the car and is used to enable communication between transceiver and electronic toll payment card (e-Toll Card).

KTME

Kartu Tanda Masuk Elektronik (electronic entrance ticket). Ticket used at entrance toll gates on toll roads with closed system, operated by toll equipment that dispenses card with chip that electronically stores vehicles data of vehicle class and entrance toll gate.

VMS

Variable Message Sign. Electronic traffic sign displaying information on traffic condition on toll roads.

SPM

Standar Pelayanan Minimal (minimum level of service). Standard that must be achieved in carrying out toll road operation.

RTMS

Remote Traffic Microwave Sensor. Censoring device installed on toll roads to detect vehicles speed on toll road.

SFO

Scrapping Filling Overlay. Maintenance activities carried out to maintain toll road asphalt in good condition.

V/C ratio

Volume/Capacity Ratio. Ratio used to measure density of vehicles on toll roads.

PJU

Penerangan Jalan Umum (public street lighting). Lightings installed on the side of toll roads.

352







Glossary




353

PT JASA MARGA (PERSERO) Tbk DAN ENTITAS ANAK Laporan Keuangan Konsolidasian Untuk Tahun-tahun yang Berakhir pada Tanggal 31 Desember 2014 dan 2013 serta Laporan Posisi Keuangan Konsolidasian Tanggal 1 Januari 2013/ 31 Desember 2012

d1/February 6, 2015

PT JASA MARGA (PERSERO) Tbk AND SUBSIDIARIES Consolidated Financial Statements For the Years Ended December 31, 2014 and 2013 and Consolidated Statement of Financial Position as of January 1, 2013/ December 31, 2012

Paraf/Sign:

PT JASA MARGA (PERSERO) Tbk DAN ENTITAS ANAK

Daftar Isi

PT JASA MARGA (PERSERO) Tbk AND SUBSIDIARIES

Halaman/ Page

Surat Pernyataan Direksi

Table of Contents

Directors’ Statement Letter

Laporan Auditor Independen

Independent Auditor’s Report

Laporan Keuangan Konsolidasian Untuk Tahun-tahun yang Berakhir pada Tanggal 31 Desember 2014 dan 2013 serta serta Laporan Posisi Keuangan Konsolidasian Tanggal 1 Januari 2013/ 31 Desember 2012

Consolidated Financial Statements For the Years Ended December 31, 2014 and 2013 and Consolidated Statement of Financial Position as of January 1, 2013/ December 31, 2012

Laporan Posisi Keuangan Konsolidasian

1

Consolidated Statements of Financial Position

Laporan Laba Rugi Komprehensif Konsolidasian

4

Consolidated Statements of Comprehensive Income

Laporan Perubahan Ekuitas Konsolidasian

5

Consolidated Statements of Changes in Equity

Laporan Arus Kas Konsolidasian

6

Consolidated Statements of Cash Flows

Catatan Atas Laporan Keuangan Konsolidasian

7

Notes to the Consolidated Financial Statements

d1/February 6, 2015

Paraf/Sign:

Paraf/Sign:

PT JASA MARGA (PERSERO) Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As of 31, 2014 and 2013 and January 1, 2013/ December 31, 2012 (In Thousand Rupiah, Unless Otherwise Stated)

PT JASA MARGA (PERSERO) Tbk DAN ENTITAS ANAK LAPORAN POSISI KEUANGAN KONSOLIDASIAN Per 31 Desember 2014 dan 2013 serta 1 Januari 2013/ 31 Desember 2012 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)

Catatan/ Notes ASET ASET LANCAR Kas dan Setara Kas Investasi Jangka Pendek Piutang Lain-lain - Lancar Biaya Dibayar Dimuka Pajak Dibayar Dimuka

2014 Rp

1 Januari/ January 2013 31 Desember/ December 2012 Rp

2013* Rp

3,290,783,678 7,143,512 148,828,618 71,982,203 122,633,703

3,514,061,335 6,627,910 177,197,911 25,767,565 64,649,666

4,302,382,487 7,821,744 50,267,652 155,529,466 1,291,131

ASSETS CURRENT ASSETS Cash and Cash Equivalents Short-Term Investments Other Receivables - Current Prepaid Expenses Prepaid Taxes

3,641,371,714

3,788,304,387

4,517,292,480

Total Current Assets

-816,903,789 171,345,274 244,607,444 701,727,320

19,750,666 459,315,101 179,237,078 244,607,444 591,313,394

13,824,674 165,044,677 175,745,092 241,607,444 422,506,867

23,935,414,790 2,183,168,194 41,848,567 121,560,897

21,962,121,146 641,118,538 41,848,567 130,965,456

18,547,705,598 362,097,252 41,848,567 265,878,790

NON-CURRENT ASSETS Other Receivables - Non Current Appropriated Funds Investments in Associates Other Financial Assets Property and Equipment - Net Intangible Assets Toll Road Concession Rights - Net Other Goodwill Other Assets

Total Aset Tidak Lancar

28,216,576,275

24,270,277,390

20,236,258,961

Total Non-Current Assets

TOTAL ASET

31,857,947,989

28,058,581,777

24,753,551,441

TOTAL ASSETS

2.d, 2.e, 2.p, 2.s, 4 2.d, 2.s, 5 2.d, 2.s, 6 2.g, 7 2.q, 8.a

Total Aset Lancar ASET TIDAK LANCAR Piutang Lain-lain - Tidak Lancar Dana Ditetapkan Penggunaannya Investasi pada Entitas Asosiasi Aset Keuangan Lainnya Aset Tetap - Bersih Aset Takberwujud Hak Pengusahaan Jalan Tol - Bersih Lainnya Goodwill Aset Lain-lain

2.d, 2.s, 6 2.d, 2.s, 9 2.d, 2.j, 10 2.d, 11 2.h, 12 2.k, 13 13 2.t, 14 15

*) Disajikan kembali, lihat Catatan 3/ Restated, see Note 3

Catatan terlampir merupakan bagian yang tidak terpisahkan dari laporan keuangan konsolidasian secara keseluruhan

d1/February 6, 2015

The accompanying notes form an integral part of these consolidated financial statements

1

paraf/sign:

PT JASA MARGA (PERSERO) Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Continued) As of 31, 2014 and 2013 and January 1, 2013/ December 31, 2012 (In Thousand Rupiah, Unless Otherwise Stated)

PT JASA MARGA (PERSERO) Tbk DAN ENTITAS ANAK LAPORAN POSISI KEUANGAN KONSOLIDASIAN (Lanjutan) Per 31 Desember 2014 dan 2013 serta 1 Januari 2013/ 31 Desember 2012 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)

Catatan/ Notes

2014 Rp


2013* Rp

LIABILITAS DAN EKUITAS LIABILITAS JANGKA PENDEK Utang Bank Jangka Pendek Utang Usaha Utang Kontraktor Utang Pajak Utang Lain-lain Beban Akrual Liabilitas Jangka Panjang yang Jatuh Tempo dalam Satu Tahun Utang Bank Utang Obligasi Utang Bantuan Pemerintah Liabilitas Pembebasan Tanah Utang Sewa Pembiayaan Provisi Pelapisan Jalan Tol

LIABILITES AND EQUITY CURRENT LIABILITIES 2.d, 2.s, 20.a 2.d, 2.s, 16 2.d, 2.s, 17 2.q, 8.b 2.d, 2.s, 18 2.s, 19

610,499,778 191,675,486 990,488,834 261,565,448 73,661,131 416,264,415

655,840,348 100,031,436 1,153,448,281 107,060,403 56,409,411 464,678,613

1,380,028,297 92,043,627 1,325,014,167 281,375,171 36,384,038 437,317,112

2.d, 2.s, 20.b 2.d, 2.m, 21 2.d, 2.s 2.d, 2.s, 23 2.d, 2.i, 24 2.l, 25

43,161,208 --1,500,719,209 15,484,840 209,396,402

295,217,163 700,000,000 -1,112,701,093 19,776,022 206,136,188

260,750,000 1,771,616,920 5,886,734 809,430,952 18,471,092 229,025,982

Short-term Bank Loan Accounts Payable Contractors Payable Taxes Payable Other Payables Accrued Expenses Current Portion of Long - Term Liabilities Bank Loans Bonds Payable Loans from Government Land Acquisition Liabilities Capital Lease Payable Provision for Overlay

4,312,916,751

4,871,298,958

6,647,344,092

Total Current Liabilities

74,228,697 623,500,126

71,028,456 548,501,554

57,119,855 466,565,928

Unearned Revenues Deferred Tax Liabilities

Total Liabilitas Jangka Pendek LIABILITAS JANGKA PANJANG Pendapatan Diterima Dimuka Liabilitas Pajak Tangguhan Liabilitas Jangka Panjang - Setelah Dikurangi Bagian yang Jatuh Tempo Dalam Satu Tahun Utang Bank Utang Obligasi Liabilitas Kerjasama Operasi Liabilitas Pembebasan Tanah Utang Sewa Pembiayaan Provisi Pelapisan Jalan Tol Liabilitas Jangka Panjang Lainnya Liabilitas Imbalan Kerja

NON-CURRENT LIABILITIES 26 2.q, 8.c

6,484,840,290 6,144,430,063 22,206,213 1,369,223,143 34,479,992 156,712,195 819,424,909 390,989,981

5,320,197,953 5,144,375,988 22,206,213 566,171,896 47,125,235 124,954,213 458,665,081 326,108,985

3,046,235,536 3,749,446,582 22,206,213 374,102,952 27,356,411 95,773,316 202,454,407 277,160,581

Long Term Liabilities - Net of Current Portion Bank Loans Bonds Payable Joint Operation Liabilities Land Acquisition Liabilities Capital Lease Payable Provision for Overlay Other Long Term Liabilities Employee Benefits Liabilities

Total Liabilitas Jangka Panjang

16,120,035,609

12,629,335,574

8,318,421,781

Total Non Current Liabilities

Total Liabilitas

20,432,952,360

17,500,634,532

14,965,765,873

Total Liabilities

2.d, 2.s, 20.b 2.d, 2.m, 21 2.d, 22 2.d, 2.s, 23 2.d, 2.i, 24 2.l, 25 45.i, 46.a 2.r, 27



d1/February 6, 2015


2

paraf/sign:

PT JASA MARGA (PERSERO) Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Continued) As of 31, 2014 and 2013 and January 1, 2013/ December 31, 2012 (In Thousand Rupiah, Unless Otherwise Stated)

PT JASA MARGA (PERSERO) Tbk DAN ENTITAS ANAK LAPORAN POSISI KEUANGAN KONSOLIDASIAN (Lanjutan) Per 31 Desember 2014 dan 2013 serta 1 Januari 2013/ 31 Desember 2012 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)

Catatan/ Notes

EKUITAS Ekuitas yang Dapat Diatribusikan kepada Pemilik Entitas Induk Modal Saham Modal Dasar 19.040.000.000 saham - nilai nominal Rp500 (Rupiah penuh) per saham, Modal ditempatkan dan disetor 6.800.000.000 saham terdiri dari 1 Saham Seri A Dwiwarna dan 6.799.999.999 saham Seri B Tambahan Modal Disetor Keuntungan yang Belum Direalisasi dari Efek Tersedia untuk Dijual Saldo Laba Ditentukan Penggunaannya Cadangan Wajib Cadangan Umum Belum Ditentukan Penggunaannya

2014 Rp

2013* Rp

EQUITY Equity Attributable to Owners of the Parent Entity Share Capital Authorized of 19,040,000,000 shares - par value of Rp500 (full Rupiah) per share, issued and fully paid up capital of 6,800,000,000 shares comprising 1 Series A Dwiwama share and 6,799,999,999 shares series B Additional Paid in Capital Unrealized Gain on Securities Available for Sale Retained Earnings Appropriated Mandatory Reserves General Reserves

3,400,000,000 2,453,890,100

3,400,000,000 2,453,890,100

3,400,000,000 2,453,890,100

2,613,862

2,098,260

3,292,095

150,000,000 3,653,246,008

125,000,000 2,876,455,967

100,000,000 1,940,201,829

206,445,765

139,334,273

713,763,337

9,866,195,735 1,558,799,894

8,996,778,600 1,561,168,645

8,611,147,361 1,176,638,207

Total Equity Attributable to Owners of the Parent Entity Non-Controlling Interests

Total Ekuitas

11,424,995,629

10,557,947,245

9,787,785,568

Total Equity

TOTAL LIABILITAS DAN EKUITAS

31,857,947,989

28,058,581,777

24,753,551,441

TOTAL LIABILITIES AND EQUITY

Total Ekuitas yang Dapat Diatribusikan kepada Pemilik Entitas Induk Kepentingan Non Pengendali

28 29


2.d, 4

2.c, 30

Unappropriated



d1/February 6, 2015


3

paraf/sign:



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

LAPORAN LABA RUGI KOMPREHENSIF KONSOLIDASIAN

For the Years Ended

Untuk Tahun-tahun yang Berakhir pada Tanggal 31 Desember 2014 dan 2013 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)

December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated)

Catatan/ Notes Notes PENDAPATAN USAHA Pendapatan Tol Pendapatan Konstruksi Pendapatan Usaha Lainnya

2.o, 34 2.o, 35 2.o, 36 2.o, 37 2.o, 38 2.o, 32 2.o, 39 2.o, 40

LABA USAHA Biaya Keuangan Bagian Laba (Rugi) Bersih Entitas Asosiasi

LABA SEBELUM PAJAK Beban Pajak

2013* Rp OPERATING REVENUES

2.o, 31 2.o, 32 2.o, 33

Total Pendapatan Usaha Penghasilan Lain-lain Beban Pengumpulan Tol Beban Pelayanan Pemakai Jalan Tol Beban Pemeliharaan Jalan Tol Beban Kerjasama Operasi Beban Konstruksi Beban Umum dan Administrasi Beban Lain-lain

2014 Rp

41

2.q, 8.c

LABA TAHUN BERJALAN

6,646,392,546 1,945,824,811 583,101,648

5,802,732,269 3,960,538,543 508,196,823

Toll Revenues Construction Revenues Other Operating Revenues

9,175,319,005

10,271,467,635

Total Operating Revenues

287,553,459 (1,082,602,766) (556,720,050) (1,364,537,738) (313,039,817) (1,921,067,434) (1,160,585,462) (20,283,190)

254,728,826 (872,702,807) (481,739,923) (1,568,824,989) (308,000,582) (3,914,452,489) (1,087,820,721) (33,494,919)

Other Income Toll Collection Expenses Toll Road Service Expenses Toll Road Maintenance Expenses Joint Operation Expenses Construction Expenses General and Administrative Expenses Other Expenses

(6,131,282,998)

(8,012,307,604)

3,044,036,007

2,259,160,031

OPERATING INCOME

(1,215,320,255) (6,741,959)

(944,219,190) (4,302,810)

Finance Charge Net Income (Loss) of Associates

(1,222,062,214)

(948,522,000)

1,821,973,793 (606,642,066)

1,310,638,031 (381,850,284)

INCOME BEFORE TAXES Tax Expenses

1,215,331,727

928,787,747

INCOME OF THE YEAR

PENDAPATAN KOMPREHENSIF LAIN Keuntungan (Kerugian) yang Belum Direalisasi dari Efek Tersedia untuk Dijual

OTHER COMPREHENSIVE INCOME 515,602

(1,193,835)

Unrealized Gain (Loss) on Securities Available for Sale

1,215,847,329

927,593,912

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

2.d

TOTAL LABA KOMPREHENSIF TAHUN BERJALAN Laba Tahun Berjalan yang Dapat Diatribusikan kepada:

Income for the Year Attributable to:

Pemilik Entitas Induk Kepentingan Non Pengendali

1,027,661,162 (98,873,415)

1,215,331,727

928,787,747


Total Comprehensive Income For the Year Attributable to:

Total Laba Komprehensif Tahun Berjalan yang Dapat Diatribusikan kepada: Pemilik Entitas Induk Kepentingan Non Pengendali

Laba Per Saham (Rupiah penuh)

1,403,428,453 (188,096,726)

1,403,944,055 (188,096,726)

1,026,467,327 (98,873,415)

1,215,847,329

927,593,912

206

151

2.v, 47


Earnings Per Share (full Rupiah)



d1/February 6, 2015


4

paraf/sign:

--

--

---

--

--

3,400,000,000

Saldo Per 31 Desember 2014

d1/February 6, 2015


2,453,890,100

----

----

2,453,890,100

--

--

3,400,000,000

----

2,453,890,100

----

3,400,000,000

Pembagian Laba Tahun 2013 (Catatan 42) Dividen Cadangan Umum Cadangan Wajib Total Laba Komprehensif Tahun Berjalan Penerbitan Saham kepada Kepentingan Non Pengendali

Saldo Per 31 Desember 2013

Pembagian Laba Tahun 2012 (Catatan 42) Dividen Cadangan Umum Cadangan Wajib Total Laba Komprehensif Tahun Berjalan (Disajikan Kembali) Penerbitan Saham kepada Kepentingan Non Pengendali

Saldo Per 1 Januari 2013/ 31 Desember 2012

150,000,000

--

--

--25,000,000

125,000,000

--

--

--25,000,000

100,000,000

3,653,246,008

--

--

-776,790,041 --

2,876,455,967

--

--

-936,254,138 --

1,940,201,829

5

206,445,765

--

1,403,428,453

(534,526,920) (776,790,041) (25,000,000)

139,334,273

--

1,027,661,162

(640,836,088) (936,254,138) (25,000,000)

713,763,337

2,613,862

--

515,602

----

2,098,260

--

(1,193,835)

----

3,292,095

9,866,195,735

--

1,403,944,055

(534,526,920) ---

8,996,778,600

--

1,026,467,327

(640,836,088) ---

8,611,147,361

11,424,995,629

185,727,975

1,215,847,329

(534,526,920) ---

10,557,947,245

483,403,853

927,593,912

(640,836,088) ---

Balance As of December 31, 2014

Mandatory Reserves Total Comprehensive Income for the Year Issuance of Shares to Non-Controlling Interest

Profit Distribution of 2013 (Note 42) Dividends General Reserves

Balance As of December 31, 2013

Mandatory Reserves Total Comprehensive Income for the Year (Restated) Issuance of Shares to Non-Controlling Interest

Profit Distribution of 2012 (Note 42) Dividends General Reserves

Balance As of Januari 1, 2013/ December 31, 2012

paraf/sign:


1,558,799,894

185,727,975

(188,096,726)

----

1,561,168,645

483,403,853

(98,873,415)

----

9,787,785,568

Rp

Rp 1,176,638,207

Total Ekuitas/ Equity

Kepentingan Non Pengendali/ Non Controlling Interests

PT JASA MARGA (PERSERO) Tbk AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the Years Ended December 31, 2014 and 2013 and January 1, 2013/ December 31, 2012 (In Thousand Rupiah, Unless Otherwise Stated)

Ekuitas yang Dapat Diatribusikan kepada Pemilik Entitas Induk/ Equity Atributable to Owner of The Parent Entity Saldo Laba/ Retained Earnings Modal Saham/ Tambahan Modal Laba (Rugi) Total Share Capital Disetor/ Ditentukan Penggunaannya/ Belum Belum Direalisasi Additional Appropriated Ditentukan Efek Tersedia Paid in Capital Cadangan Cadangan Penggunaannya/ Untuk Dijual/ Wajib/ Umum/ Unappropriated Unrealized Gain Mandatory General (Loss) on Securities Reserves Reserves Available for Sale Rp Rp Rp Rp Rp Rp Rp

PT JASA MARGA (PERSERO) Tbk DAN ENTITAS ANAK LAPORAN PERUBAHAN EKUITAS KONSOLIDASIAN Untuk Tahun-tahun yang Berakhir pada Tanggal 31 Desember 2014 dan 2013 serta 1 Januari 2013/ 31 Desember 2012 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)



CONSOLIDATED STATEMENTS OF CASH FLOWS

LAPORAN ARUS KAS KONSOLIDASIAN

For the Years Ended

Untuk Tahun-tahun yang Berakhir pada Tanggal 31 Desember 2014 dan 2013 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)

December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated)

Catatan/ Notes

2014 Rp

2013* Rp

ARUS KAS DARI AKTIVITAS OPERASI

CASH FLOWS FROM OPERATING ACTIVITIES

Penerimaan Pendapatan Tol Penerimaan Pendapatan Lainnya Pembayaran Kepada Pemasok dan Pihak Ketiga Pembayaran Kepada Karyawan Pembayaran Beban Kerjasama Operasi Pembayaran Pajak Pembayaran Bunga Pinjaman Arus Kas Neto Diperoleh dari Aktivitas Operasi

6,646,392,546 583,101,648 (1,956,098,056) (1,288,704,552) (313,039,817) (702,099,525) (1,117,383,678)

5,825,932,269 508,196,823 (1,440,831,502) (1,196,198,582) (308,000,582) (585,900,300) (717,366,596)

Receipts from Toll Revenues Receipts from Other Revenues Payments to Vendors and Third Parties Payments to Employees Payments of Joint Operation Payments of Taxes Payments of Interest

1,852,168,566

2,085,831,530

Net Cash Flows Provided by Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES

255,622,494 (232,164,307) (348,405,365) (3,327,023,000)

213,210,523 (274,539,837) (331,075,672) (4,070,621,864)

Receipts from Interest Income Acquisition of Property and Equipment Overlay Charges Expenditure Addition of Toll Road Concession Rights

(3,651,970,178)

(4,463,026,850)

1,225,125,080 (495,195,199) 997,124,948 (700,000,000)

2,072,459,612 (786,123,299) 2,100,000,000 (1,771,616,920)

(374,312,610) -(537,102,256) 1,275,635,518

(294,270,425) (5,886,734) (640,836,088) 101,104,402

185,248,474

814,043,620

Proceeds from Bank Loans Payments of Bank Loans Bonds Issued Payments of Bond Payable Increase (Decrease) of Appropriated Fund - Net Payments of Loan from Government Payments of Dividend Proceeds from Land Acquisition Loans Paid in Capital from Non-Controlling Interest at Subsidiary Companies - Net

1,576,523,955

1,588,874,168

Net Cash Flow Provided by Financing Activities

ARUS KAS DARI AKTIVITAS INVESTASI Penerimaan Bunga PeroIehan Aset Tetap Pembayaran Biaya Pelapisan Ulang Perolehan Aset Hak Pengusahaan Jalan Tol Arus Kas Neto Digunakan untuk Aktivitas Investasi ARUS KAS DARI AKTIVITAS PENDANAAN Penerimaan Utang Bank Pelunasan Utang Bank Penerbitan Utang Obligasi Pelunasan Utang Obligasi Pencairan (Penempatan) Dana Ditetapkan Penggunaannya - Bersih Pembayaran Utang Bantuan Pemerintah Pembayaran Dividen Penerimaan Bantuan Pembebasan Tanah Setoran Modal Kepentingan Non Pengendali Pada Entitas Anak - Bersih Arus Kas Neto Diperoleh dari Aktivitas Pendanaan

Net Cash Flows Used in Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES

PENURUNAN NETO KAS DAN SETARA KAS SALDO KAS DAN SETARA KAS PADA AWAL TAHUN

(223,277,657)

(788,321,152)

3,514,061,335

4,302,382,487

NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR

SALDO KAS DAN SETARA KAS PADA AKHIR TAHUN

3,290,783,678

3,514,061,335

CASH AND CASH EQUIVALENTS AT END OF THE YEAR

55,365,364 296,458,032 2,938,960,282

47,626,488 363,149,238 3,103,285,609

Cash and Cash Equivalents Consist of: Cash on Hand Cash in Banks Time Deposits

3,290,783,678

3,514,061,335

Total

Kas dan Setara Kas Terdiri dari : Kas Bank Deposito Berjangka Total

4

Supplemental cash flows information of non-cash investing activities is presented in Note 50

Tambahan informasi aktivitas investasi yang tidak mempengaruhi arus kas disajikan pada Catatan 50

*) Disajikan dan direklasifikasi kembali, lihat Catatan 3 dan 53/ Restated, see Note 3 and 53


d1/February 6, 2015


6

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PT JASA MARGA (PERSERO) Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN

PT JASA MARGA (PERSERO) Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Untuk Tahun-tahun yang Berakhir pada 31 Desember 2014 dan 2013 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)

For the Years Ended December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated)

1. Umum

1. General

1.a. Pendirian Perusahaan Perusahaan, selanjutnya disebut Perusahaan, dibentuk berdasarkan Peraturan Pemerintah Republik Indonesia No. 4 Tahun 1978 tentang Penyertaan Modal Negara Republik Indonesia mengenai pendirian Perusahaan Perseroan (Persero) di bidang pengelolaan, pemeliharaan dan pengadaan jaringan jalan tol, serta ketentuan-ketentuan pengusahaannya (Lembaran Negara Republik Indonesia No. 4 Tahun 1978 juncto Surat Keputusan Menteri Keuangan Republik Indonesia No. 90/KMK.06/1978 tentang Penetapan Modal Perusahaan Perseroan (Persero) PT Jasa Marga, tanggal 27 Pebruari 1978).

1.a. The Company’s Establishment The Company, hereinafter referred to as the Company, was established under the Government Regulation of the Republic of Indonesia No. 4 year 1978 regarding the State Capital Investment for the establishment of a State-Owned Company (Persero) in the area of management, maintenance and development of toll roads and the detailed management regulations (State Gazette No. 4 of 1978 in conjunction with the Decree of the Ministry of Finance of the Republic of Indonesia No. 90/KMK.06/1978 regarding the Determination of the Share Capital of the Company dated February 27, 1978).

Perusahaan didirikan berdasarkan Akta No. 1, tanggal 1 Maret 1978 dari Notaris Kartini Mulyadi, SH, dan telah disahkan oleh Menteri Kehakiman Republik Indonesia No. Y.A.5/130/1, tanggal 22 Pebruari 1982 dan didaftarkan di Kantor Pengadilan Negeri Jakarta No. 766 dan No. 767, tanggal 2 Maret 1982 serta diumumkan dalam Lembaran Berita Negara Republik Indonesia No. 73, tanggal 10 September 1982, tambahan No. 1138.

The Company was established based on the Deed of Notary Kartini Mulyadi, SH, No. 1 dated March 1, 1978 and was approved by the Minister of Justice of the Republic of Indonesia in the Decree No. Y.A.5/130/1 dated February 22, 1982, filed in Jakarta High Court No. 766 and 767 on March 2, 1982 and was published in the State Gazette No. 73, dated September 10, 1982, adddition No. 1138.

Anggaran Dasar Perusahaan telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris Rapat Umum Pemegang Saham Luar Biasa No. 95 tanggal 21 Juni 2012 dari Poerbaningsih Adi Warsito, S.H., sehubungan dengan perubahan ketentuan anggaran dasar Perusahaan. Akta perubahan disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. AHU-AH.01.10-25313 tanggal 10 Juli 2012.

The Company's Articles of Association had been amended several times, which the lastest was based on notarial deed Extraordinary General Meeting of Shareholders No. 95 dated June 21, 2012 of Poerbaningsih Adi Warsito, S.H., in accordance with the change of terms in the Articles of Association. The deed of amendment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU-AH.01.10-25313 dated July 10, 2012.

Berdasarkan Pasal 3 Anggaran Dasar, maksud dan tujuan Perusahaan adalah turut serta melaksanakan dan menunjang kebijaksanaan dan program Pemerintah di bidang ekonomi dan pembangunan nasional pada umumnya, khususnya pembangunan di bidang pengusahaan jalan tol dengan sarana penunjangnya dengan menerapkan prinsip-prinsip perusahaan terbatas.

According to Article 3 of the Company's Articles of Association, the aim and purpose of the Company's activities are to engage in performing and assisting the Government's programs and policies in economy sector and generally in national development, specially in development of toll roads and all their supporting facilities with comply to the principles of limited liability company.

Untuk mencapai maksud dan tujuan tersebut, Perusahaan melaksanakan kegiatan usaha sebagai berikut: (i) Melakukan perencanaan teknis, pelaksanaan konstruksi, pengoperasian dan/atau pemeliharaan jalan tol; (ii) Mengusahakan lahan di ruang milik jalan tol (Rumijatol) dan lahan yang berbatasan dengan Rumijatol untuk tempat istirahat dan pelayanan berikut dengan fasilitas-fasilitasnya dan usaha lainnya, baik diusahakan sendiri maupun bekerja sama dengan pihak lain; dan

For achieving these purposes, the Company performs the following activities:

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(i) To perform technical planning, construction, operate and/or maintenance of toll road; (ii) To organize the land in toll road area (Rumijatol) and the land aside on Rumijatol using for rest area and service including facilities and other business operated either separately or in cooperation with other parties; and

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PT JASA MARGA (PERSERO) Tbk DAN ENTITAS ANAK CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN (Lanjutan)

PT JASA MARGA (PERSERO) Tbk AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(iii) Menjalankan kegiatan dan usaha lain dalam rangka pemanfaatan dan pengembangan sumber daya yang dimiliki Perusahaan, baik secara langsung maupun melalui penyertaan, dengan memperhatikan peraturan perundang-undangan.

(iii) To perform other activity and business in order to utilize and develop the Company's resources, either directly or through investment, subject to laws and regulations.

Perusahaan mulai beroperasi secara komersial sejak tahun 1978.

The Company commenced its commercial operations since 1978.

Perusahaan menjalankan kegiatan operasionalnya berdasarkan UU No. 38 tahun 2004 tentang Jalan dan PP No. 15 tahun 2005 tentang Jalan Tol: Wewenang penyelenggaraan jalan tol berada pada Pemerintah. Sebagian wewenang Pemerintah dalam penyelenggaraan jalan tol dilaksanakan oleh Badan Pengatur Jalan Tol. Pengusahaan jalan tol dilakukan oleh badan usaha milik negara dan/atau badan usaha milik daerah dan/atau badan usaha milik swasta. Pengusahaan jalan tol yang diberikan oleh Pemerintah kepada badan usaha dilakukan melalui pelelangan secara transparan dan terbuka.

The Company run their operations based on Law No. 38 year 2004 about the Road and PP No. 15 year 2005 regarding Toll Road Toll road management authority on the government. Half of government authority in the administration of toll roads implemented by the Toll Road Regulatory Agency. Toll road concession implemented by state-owned enterprises and/ or regional owned enterprises and/ or private companies. Concession granted by the Government to the business entity through a transparent and open auctions.

Selama periode laporan yang disajikan (per 31 Desember 2014), ekspansi yang dilakukan oleh Perusahaan adalah dibentuknya Entitas Anak baru, yaitu PT Jasamarga Kualanamu Tol (JMKT). JMKT didirikan berdasarkan akta notaris No. 56 tanggal 25 Nopember 2014 dari Ni Nyoman Rai Sumawati, S.H., M.Kn., dalam rangka pengusahaan ruas tol Medan-Kualanamu-Tebing Tinggi. Akta pendirian disahkan oleh Menteri Hukum dan Hak Asasi Manusia dalam Surat Keputusan No. AHU-36748.40.10.2014 Tahun 2014 tanggal 27 Nopember 2014. Perusahaan memiliki 44.000 saham dengan nilai nominal Rp 1.000.000 (Rupiah penuh) per saham atau setara dengan Rp 44.000.000.000 (Rupiah penuh), yang merupakan 55% kepemilikan pada tanggal 31 Desember 2014.

During the reporting period presented (as of December 31, 2014), the expansion performed by the Company is the establishment of a new subsidiary, PT Jasamarga Kualanamu Tol (JMKT). PT JMKT was established based on notarial deed No. 56 dated November 25, 2014 of Ni Nyoman Rai Sumawati, S.H., M.Kn., aimed to develop Medan-Kualanamu-Tebing Tinggi toll road. The deed of establishment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU 36748.40.10.2014 Year 2014 dated November 27, 2014. The Company owns 44,000 shares at par value of Rp 1,000,000 (full Rupiah) per share or equivalent to Rp 44,000,000,000 (full Rupiah), representing 55% ownership as of December 31, 2014.

Perusahaan berdomisili di Jakarta dan pada saat ini mengoperasikan 26 ruas jalan tol yang dikelola oleh sembilan kantor cabang dan Entitas Anak dengan rincian sebagai berikut:

The Company is domiciled in Jakarta and is currently operating 26 toll roads managed by its nine branch offices and the Company’s Subsidiaries with details are as follows:

Ruas Jalan Tol/ Toll Road Sections Kantor Cabang/ Branch Offices Jagorawi Jakarta – Tangerang Cawang - Tomang – Cengkareng Surabaya – Gempol Jakarta – Cikampek Purbaleunyi Semarang Belmera Palikanci

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Jakarta – Bogor- Ciawi Jakarta – Tangerang Cawang – Tomang - Pluit dan/ and Prof. Dr. Ir. Soediyatmo Surabaya – Gempol Jakarta – Cikampek Cikampek – Padalarang dan/ and Padalarang – Cileunyi Semarang Seksi/Section A B C Belawan – Medan - Tanjung Morawa Palimanan – Kanci

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For the Years Ended December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated) Ruas Jalan Tol/ Toll Road Sections

Entitas Anak/ Subsidiaries PT Jalantol Lingkarluar Jakarta (JLJ) PT Marga Sarana Jabar (MSJ) PT Trans Marga Jateng (TMJ) PT Marga Kunciran Cengkareng (MKC) PT Marga Trans Nusantara (MTN) PT Marga Nujyasumo Agung (MNA) PT Transmarga Jatim Pasuruan (TJP) PT Jasamarga Pandaan Tol (JPT) PT Jasamarga Bali Tol (JBT) PT Marga Lingkar Jakarta (MLJ) PT Jasamarga Kualanamu Tol (JMKT)

Jakarta Outer Ring Road (JORR) Section E1, E2, E3, dan/ and W2 dan/ and Pondok Aren - Bintaro Viaduct – Ulujami Bogor Outer Ring Road Semarang – Solo Kunciran – Batu Ceper - Cengkareng *) Kunciran – Serpong *) Surabaya – Mojokerto Gempol – Pasuruan *) Gempol – Pandaan *) Nusa Dua – Ngurah Rai Benoa JORR W2 Utara (Ulujami – Kebon Jeruk) Medan – Kualanamu – Tebing Tinggi*)

*) Belum Beroperasi/ Not Yet Operated

Selain itu, Perusahaan juga melakukan usaha lain melalui cabang dan Entitas Anak sebagai berikut:

In addition, the Company also manage other business activities through its branch and Subsidiaries, as follows: Jenis Usaha/ Nature of Business

Kantor Cabang/ Branch Offices Unit Rest Area and Business Jasa Marga Development Center Entitas Anak/ Subsidiaries PT Jasa Layanan Pemeliharaan (JLP) (dahulu / formerly PT Sarana Marga Utama) PT Jasamarga Properti (JMP)

Pengelolaan rest area di jalan tol dan SPBU / Management of the rest area on the highway and gas station Penyelenggara Pelatihan dan Pengembangan SDM / Organizers Training and Development Human Resources Jasa konstruksi, perdagangan dan persewaan kendaraan/ Construction, trade and rental vehicles Pembangunan, penjualan dan jasa properti/ Development, sales and services in property

1.b. Entitas Anak

1.b. Subsidiaries

1.b.1. PT Jalantol Lingkarluar Jakarta (JLJ)

1.b.1. PT Jalantol Lingkarluar Jakarta (JLJ)

PT Jalantol Lingkarluar Jakarta didirikan berdasarkan akta notaris No. 113 tanggal 22 Desember 2000 dari Agus Madjid, S.H.. Akta pendirian disahkan oleh Menteri Kehakiman Republik Indonesia dalam Surat Keputusan No. C1598.HT.01.01-Th 2001 tanggal 6 Maret 2001.

PT Jalantol Lingkarluar Jakarta was established based on notarial deed No. 113 dated December 22, 2000 of Agus Madjid, S.H.. The deed of establishment was approved by the Minister of Justice of the Republic of Indonesia in Decision Letter No. C1598.HT.01.01-Th2001 dated March 6, 2001.

Anggaran Dasar JLJ telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris No. 28 tanggal 16 Desember 2013 dari Amriyati A. Supriyadi, S.H., M.Kn.. Akta perubahan disahkan oleh Menteri Hukum dan Hak Asasi Manusia dalam Surat Keputusan No. AHU-00222.AH.01.02 Tahun 2013 tanggal 3 Januari 2014.

JLJ’s Articles of Association had been amended several times, which the latest was based on notarial deed No. 28 dated December 16, 2013 of Amriyati A. Supriyadi, S.H., M.Kn.. The deed of amendment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU-00222.AH.01.02 Year 2013 dated January 3, 2014.

JLJ berdomisili di Jakarta. JLJ mulai beroperasi secara komersial sejak tanggal 1 Oktober 2001.

JLJ is domiciled in Jakarta. JLJ started its operation since October 1, 2001.

Perusahaan memiliki 27.348.750 saham dengan nilai nominal Rp 1.000 (Rupiah penuh) per saham atau setara dengan Rp 27.348.750.000 (Rupiah penuh), yang merupakan 99% kepemilikan pada tanggal 31 Desember 2014.

The Company owns 27,348,750 shares with par value of Rp 1,000 (full Rupiah) per share amounting to Rp 27,348,750,000 (full Rupiah), representing 99% ownership as of December 31, 2014.

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1.b.2. PT Marga Sarana Jabar (MSJ)

1.b.2. PT Marga Sarana Jabar (MSJ)

PT Marga Sarana Jabar merupakan perusahaan patungan antara Perusahaan dan PT Jasa Sarana dalam pengusahaan ruas jalan tol Bogor Outer Ring Road. MSJ didirikan berdasarkan Akta No. 10 tanggal 11 Mei 2007 dari Notaris Iwan Ridwan, SH, dengan modal dasar sebesar Rp 475.000.000.000 (Rupiah penuh), modal ditempatkan dan disetor sebesar Rp 118.750.000.000 (Rupiah penuh) dan telah memperoleh pengesahan dari Menteri Hukum dan Hak Asasi Manusia Republik Indonesia melalui Keputusan No. W8-01909 HT.01.01.TH.2007, tanggal 6 Juli 2007 serta diumumkan dalam Lembaran Berita Negara Republik Indonesia No. 82, tanggal 12 Oktober 2007.

PT Marga Sarana Jabar is a joint venture company between the Company and PT Jasa Sarana for development of Bogor Outer Ring Road. MSJ was established based on the Deed No. 10 dated May 11, 2007 of Notary lwan Ridwan, SH, with authorized capital amounting to Rp 475,000,000,000 (full Rupiah), issued and paid in capital amounting to Rp 118,750,000,000 (full Rupiah) and has been approved by the Minister of Law and Human Rights of the Republic of Indonesia through Decree No. W8-01909 HT.01.01.TH.2007 dated July 6, 2007 and announced in State Gazette No. 82 dated October 12, 2007.

Anggaran Dasar MSJ telah beberapa kali mengalami perubahan, dimana terakhir diubah berdasarkan Akta No. 16 tanggal 27 November 2013 yang dibuat dihadapan Notaris Nitra Reza, SH, M.Kn., di Jakarta, sehubungan dengan peningkatan modal disetor. Perubahan anggaran dasar tersebut masih dalam proses pengesahan di Kementerian Hukum dan Hak Asasi Manusia.

MSJ’s article of association has been amended several times, with the most recent change of the article was based on the Deed No. 16 dated November 27, 2013 from Notary Nitra Reza, SH, M.Kn., in Jakarta, in accordance with the increase of paid share capital. The amendment is in the process of authorization from the Ministry of of Law and Human Rights.

MSJ berdomisili di Bogor. MSJ mulai beroperasi secara komersial sejak 23 Nopember 2009.

MSJ is domiciled in Bogor. MSJ started its operation since November 23, 2009.

Perusahaan memiliki 17.832.650 saham dengan nilai nominal Rp 10.000 (Rupiah penuh) per saham atau setara dengan Rp 178.326.500.000 (Rupiah penuh), yang merupakan 55% kepemilikan, dan tambahan modal disetor sebesar Rp 11.000.000.000 (Rupiah penuh) pada tanggal 31 Desember 2014.

The Company owns 17,832,650 shares with par value of Rp 10,000 (full Rupiah) per share amounting to Rp 178,326,500,000 (full Rupiah), representing 55% ownership, and additional paid in capital amounting to Rp 11,000,000,000 (full Rupiah) as of December 31, 2014.

1.b.3. PT Trans Marga Jateng (TMJ)

1.b.3. PT Trans Marga Jatenq (TMJ)

PT Trans Marga Jateng merupakan perusahaan patungan antara Perusahaan dan PT Sarana Pembangunan Jawa Tengah dalam rangka pengusahaan ruas tol Semarang-Solo. TMJ didirikan berdasarkan akta notaris No. 27 tanggal 7 Juli 2007 dari Prof. DR. Liliana Tedjosaputro, S.H., M.H., yang kemudian diubah dengan akta notaris No. 84 dari notaris yang sama dan disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. C-03976 HT.01.01.TH.2007 tanggal 22 Nopember 2007.

PT Trans Marga Jateng is a joint venture company between the Company and PT Sarana Pembangunan Jawa Tengah, aimed to develop Semarang-Solo toll road. TMJ was established based on notarial deed No. 27 dated July 7, 2007 of Prof. DR. Liliana Tedjosaputro, S.H., M.H., which later was amended by notarial deed No. 84 from the same notary and was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. C-03976 HT.01.01.TH.2007 dated November 22, 2007.

TMJ berdomisili di Semarang. TMJ mulai beroperasi secara komersial sejak 17 Nopember 2011.

TMJ is domiciled in Semarang. TMJ started its operation since November 17, 2011.

Perusahaan memiliki 125.800.000 saham dengan nilai nominal Rp 10.000 (Rupiah penuh) per saham atau setara dengan Rp 1.258.000.000.000 (Rupiah penuh), yang merupakan 73,90% kepemilikan, dan tambahan modal disetor sebesar Rp 96.070.000.000 (Rupiah penuh) pada tanggal 31 Desember 2014.

The Company owns 125,800,000 shares with par value of Rp 10,000 (full Rupiah) per share amounting to Rp 1,258,000,000,000 (full Rupiah), representing 73.90% ownership, and additional paid in capital amounting to Rp 96,070,000,000 (full Rupiah) as of December 31, 2014.

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1.b.4. PT Marga Trans Nusantara (MTN)

1.b.4. PT Marga Trans Nusantara (MTN)

PT Marga Trans Nusantara didirikan berdasarkan akta notaris No. 8 tanggal 14 Mei 2008 dari Suzy Anggraini Muharam, S.H., dalam rangka pengusahaan ruas tol Kunciran-Serpong. Investasi pada MTN berdasarkan perjanjian antara calon pendirinya dalam akta notaris No. 1 tanggal 11 Pebruari 2008 dari notaris yang sama. Akta pendirian disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. AHU37791.AH.01.01 Tahun 2008 tanggal 2 Juli 2008, dan diumumkan dalam Berita Negara No.10 tanggal 3 Pebruari 2009.

PT Marga Trans Nusantara was established based on notarial deed No. 8 dated May 14, 2008 of Suzy Anggraini Muharam, S.H., aimed to develop Kunciran-Serpong toll road. The investment in MTN was based on agreement between its candidates founders in notarial deed No. 1 dated February 11, 2008 of the same notary. The deed of establishment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU37791.AH.01.01 Year 2008 dated July 2, 2008, and was published in the State Gazette No. 10 dated February 3, 2009.

Anggaran Dasar MTN telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris No. 25 tanggal 19 Agustus 2014 dari Kumala Tjahjani Widodo, S.H., M.H., M.Kn., sehubungan dengan peningkatan modal ditempatkan dan disetor. Akta pendirian tersebut telah mendapat pengesahan dari Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No.AHU06988.40.20.2014 tanggal 26 Agustus 2014.

MTN’s Articles of Association had been amended several times, which the latest was based on notarial deed No.25 dated August 19, 2014 of Kumala Tjahjani Widodo, S.H., M.H., M.Kn., in accordance with the increase of issued and paid in capital. The deed of amendment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No.AHU06988.40.20.2014 dated August 26, 2014.

MTN berdomisili di Tangerang. MTN belum beroperasi secara komersial hingga 31 Desember 2014.

MTN is domiciled in Tangerang. MTN has not started its operation until December 31, 2014.

Perusahaan memiliki 80.280 saham dengan nilai nominal Rp 1.000.000 (Rupiah penuh) per saham atau setara dengan Rp 80.280.000.000 (Rupiah penuh), yang merupakan 60% kepemilikan pada tanggal 31 Desember 2014.

The Company owns 80,280 shares with par value of Rp 1,000,000 (full Rupiah) per share amounting to Rp 80,280,000,000 (full Rupiah), representing 60% ownership as of December 31, 2014.

1.b.5. PT Marga Nujyasumo Agung (MNA)

1.b.5. PT Marga Nujyasumo Agung (MNA)

PT Marga Nujyasumo Agung didirikan berdasarkan akta notaris No. 121 tanggal 19 Agustus 1994 dari Sutjipto, S.H., juncto akta notaris No. 177 tanggal 26 Pebruari 1998 dari Rachmat Santoso, S.H., dalam rangka pengusahaan ruas tol Surabaya - Mojokerto.

PT Marga Nujyasumo Agung was established based on notarial deed No. 121 dated August 19, 1994 of Sutjipto, S.H., in conjunction with notarial deed No. 177 dated February 26, 1998 of Rachmat Santoso, S.H., aimed to develop Surabaya - Mojokerto toll road.

Anggaran Dasar MNA telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris Pernyataan Keputusan di Luar Rapat Umum Pemegang Saham No. 6 tanggal 18 November 2013, sehubungan dengan peningkatan modal ditempatkan dan disetor. Akta perubahan disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. AHU-AH.01.10-50153 Tahun 2013 tanggal 21 November 2013.

MNA’s Articles of Association had been amended several times, which the latest was based on notarial deed Decision Statement in the Off-General Meeting of Shareholders No. 6 dated November 18, 2013, in accordance with the increase of issued and paid in capital. The deed of amendment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU-AH.01.10-50153 Year 2013 dated November 21, 2013.

MNA berdomisili di Surabaya. MNA mulai beroperasi secara komersial sejak 5 September 2011.

MNA is domiciled in Surabaya. MNA started its operation since September 5, 2011.



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1.b.6. PT Marga Lingkar Jakarta (MLJ)

1.b.6. PT Marga Lingkar Jakarta (MLJ)

PT Marga Lingkar Jakarta didirikan berdasarkan akta notaris No. 26 tanggal 24 Agustus 2009 dari Edi Priyono, S.H., dalam rangka pengusahaan ruas tol Lingkarluar Jakarta Seksi W2 Utara. Akta pendirian disahkan oleh Menteri Hukum dan Hak Asasi Republik Indonesia dalam Surat Keputusan No. AHU45700.AH.01.01 tanggal 15 September 2009.

PT Marga Lingkar Jakarta was established based on notarial deed No. 26 dated August 24, 2009 of Edi Priyono, S.H., aimed to develop Jakarta Outer Ring Road Section North W2. The deed of establishment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU45700.AH.01.01 dated September 15, 2009.

Anggaran Dasar MLJ telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris No. 1 tanggal 4 Pebruari 2014 dari Tatyana Indrati Hasjim, S.H., sehubungan dengan peningkatan modal ditempatkan dan disetor. Akta perubahan disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. AHU-AH.01.104344 Tahun 2014 tanggal 12 Pebruari 2014.

MLJ’s Articles of Association had been amended several times, which the latest was based on notarial deed No. 1 dated February 4, 2014 of Tatyana Indrati Hasjim, S.H., in accordance with the increase of issued and paid in capital. The deed of amendment was approved by the Minister of of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU-AH.01.10-4344 Year 2014 dated February 12, 2014.

MLJ berdomisili di Jakarta. MLJ mulai beroperasi secara komersial sejak 4 Januari 2014.

MLJ is domiciled in Jakarta. MLJ started its operation on January 4, 2014.



1.b.7. PT Transmarga Jatim Pasuruan (TJP)

1.b.7. PT Transmarga Jatim Pasuruan (TJP)

PT Transmarga Jatim Pasuruan didirikan berdasarkan akta notaris No. 57 tanggal 28 Juni 2010 dari Retno Suharti, S.H., dalam rangka pengusahaan ruas tol Gempol-Pasuruan. Akta pendirian disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. AHU.35558.AH.01.01 Tahun 2010 tanggal 15 Juli 2010.

PT Transmarga Jatim Pasuruan was established based on notarial deed No. 57 dated June 28, 2010 of Retno Suharti, S.H., aimed to develop Gempol-Pasuruan toll road. The deed of establishment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU.35558.AH.01 Year 2010 dated Juli 15, 2010.

Anggaran Dasar TJP telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris No. 10 tanggal 15 April 2013 dari Dra. EC. Inggriati Djojoseputro, S.H., sehubungan dengan peningkatan modal ditempatkan dan disetor. Akta perubahan disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. AHU22281.AH.01.02 Tahun 2013 tanggal 26 April 2013.

TJP’s Articles of Association had been amended several times, which the latest was based on notarial deed No. 10 dated April 15, 2013 of Dra. EC. Inggriati Djojoseputro, S.H., in accordance with the increase of issued and paid in capital. The deed of amendment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU-22281.AH.01.02 Year 2013 dated April 26, 2013.

TJP berdomisili di Sidoarjo. TJP belum beroperasi secara komersial hingga 31 Desember 2014.

TJP is domiciled in Sidoarjo. TJP has not started its operation until December 31, 2014.

Perusahaan memiliki 26.010.000 saham dengan nilai nominal Rp 10.000 (Rupiah penuh) per saham atau setara dengan Rp 260.100.000.000 (Rupiah penuh), yang merupakan 97,20% kepemilikan, dan tambahan modal disetor sebesar Rp 60.000.000.000 (Rupiah penuh) pada tanggal 31 Desember 2014.

The Company owns 26,010,000 shares with par value of Rp 10,000 (full Rupiah) per share amounting to Rp 260,100,000,000 (full Rupiah), representing 97.20% ownership, and additional paid in capital amounting to Rp 60,000,000,000 (full Rupiah) as of December 31, 2014.

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1.b.8. PT Marga Kunciran Cengkareng (MKC)

1.b.8. PT Marga Kunciran Cengkareng (MKC)

PT Marga Kunciran Cengkareng didirikan berdasarkan akta notaris No. 7 tanggal 14 Mei 2008 dari Suzy Anggraini Muharam, S.H., dalam rangka pengusahaan ruas tol Kunciran-Cengkareng. Akta pendirian disahkan oleh Menteri Hukum dan Hak Asasi manusia Republik Indonesia dalam Surat Keputusan No. AHU04634.AH.01.01 Tahun 2009 tanggal 12 Pebruari 2009.

PT Marga Kunciran Cengkareng was established based on notarial deed No. 7 dated May 14, 2008 of Suzy Anggraini Muharam, S.H., aimed to develop KunciranCengkareng toll road. The deed of establishment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU04634.AH.01.01 Year 2009 dated February 12, 2009.

Anggaran Dasar MKC telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris No. 2 tanggal 4 April 2013 dari Efemia Surjawati Salim, S.H., M.Hum.. Akta perubahan disahkan oleh Menteri Hukum dan Hak Asasi Manusia dalam Surat Keputusan No. AHU-35521.AHA.01.02 Tahun 2013 tanggal 2 Juli 2013.

MKC’s Articles of Association had been amended several times, which the latest was based on notarial deed No. 2 dated April 4, 2013 of Efemia Surjawati Salim, S.H., M.Hum.. The deed of amendment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No.AHU-35521.AHA.01.02 Year 2013 dated July 2, 2013.

MKC berdomisili di Tangerang. MKC belum beroperasi secara komersial hingga 31 Desember 2014.

MKC is domiciled in Tangerang. MKC has not started its operation until December 31, 2014.


The Company owns 12,616,427 shares at par value of Rp 9,100 (full Rupiah) per share amounting to Rp 114,809,485,700 (full Rupiah), representing 76.15% ownership, and additional paid in capital amounting to Rp 20,180,706,000 (full Rupiah) as of December 31, 2014.

1.b.9. PT Jasa Layanan Pemeliharaan (JLP) (dahulu PT Sarana Marga Utama [SMU])

1.b.9. PT Jasa Layanan Pemeliharaan (JLP) (formerly PT Sarana Marga Utama [SMU])

PT Jasa Layanan Pemeliharaan, dahulu bernama PT Sarana Marga Utama, didirikan berdasarkan akta notaris No. 41 tanggal 26 Agustus 1988 dari Abdul Latif, S.H., dalam rangka pengusahaan jasa konstruksi dan pemeliharaan jalan tol, jasa sewa peralatan tol, serta jasa sewa kendaraan. Akta pendirian disahkan oleh Menteri Kehakiman Republik Indonesia dalam Surat Keputusan No. C2.137.HT.01.01-Th.1989 tanggal 10 Pebruari 1989.

PT Jasa Layanan Pemeliharaan, formerly named PT Sarana Marga Utama, was established based on notarial deed No. 41 dated August 26, 1988 of Abdul Latif, S.H., aimed to develop services in toll road construction and maintenance, toll road equipments rental, and vehicles rental. The deed of establishment was approved by the Minister of Justice of the Republic of Indonesia in Decision Letter No. C2.137.HT.01.01-Th.1989 dated February 10, 1989.

Anggaran Dasar JLP telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris No. 9 tanggal 15 Agustus 2014 dari Windalina, S.H., sehubungan dengan pengubahan nama "PT Sarana Marga Utama" menjadi "PT Jasa Layanan Pemeliharaan". Akta perubahaan disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. AHU-AHU06978.40.20.2014 tanggal 26 Agustus 2014.

JLP’s Articles of Association had been amended several times, which the latest based on notarial deed No. 9 dated August 15, 2014 of Windalina, S.H., concerning the changes of name "PT Sarana Marga Utama" to "PT Jasa Layanan Pemeliharaan". The deed of amendment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU06978.40.20.2014 dated August 26, 2014.

JLP berdomisili di Jakarta. JLP mulai beroperasi secara komersial sejak 10 Pebruari 1989.

JLP is domiciled in Jakarta. JLP started its operation on February 10, 1989.


The Company owns 62,747 shares at par value of Rp 1,000,000 (full Rupiah) per share amounting to Rp 62,747,000,000 (full Rupiah), representing 99% ownership as of December 31, 2014.

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1.b.10. PT Jasamarga Pandaan Tol (JPT) (sebelumnya PT Margabumi Adhikaraya [MBAR])

1.b.10. PT Jasamarga Pandaan Tol (JPT) (formerly PT Margabumi Adhikaraya [MBAR])

PT Margabumi Adhikaraya didirikan berdasarkan akta notaris No. 142 tanggal 25 September 1996 dari Poerbaningsih Adi Warsito, S.H., dalam rangka pengusahaan ruas tol Gempol - Pandaan.

PT Margabumi Adhikaraya (MBAR) was established based on notarial deed No. 142 dated September 25, 1996 of Poerbaningsih Adi Warsito, S.H., aimed to develop Gempol - Pandaan toll road.

Anggaran Dasar JPT telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta No. 4 tanggal 20 Juni 2013 dari Dra. EC. Inggriati Djojoseputro, S.H., di Surabaya, sehubungan dengan perubahan susunan dewan komisaris dan perubahan nama "PT Margabumi Adhikaraya" menjadi "PT Jasamarga Pandaan Tol". Akta perubahan disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. AHU46221.AH.01.02. Tahun 2013 tanggal 3 September 2013.

JPT’s Articles of Association had been amended several times, which the latest was based on notarial deed No. 4 dated June 20, 2013 of Dra. EC. Inggriati Djojoseputro, S.H., in Surabaya, in accordance with the change of board of commissioners and the change of name "PT Margabumi Adhikaraya" to "PT Jasamarga Pandaan Tol". The deed of amendment was approved by the Minister of of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU-46221.AH.01.02. Year 2013 dated September 3, 2013.

JPT berdomisili di Surabaya. JPT belum beroperasi secara komersial hingga 31 Desember 2014.

JPT is domiciled in Surabaya. JPT has not started its operation until December 31, 2014.


The Company owns 279,450,000 shares at par value of Rp 1,000 (full Rupiah) per share or equivalent to Rp 279,450,000,000 (full Rupiah), representing 79.84% ownership , and additional paid in capital amounting to Rp 50,000,000,000 (full Rupiah) as of December 31, 2014.

1.b.11. PT Jasamarga Bali Tol (JBT)

1.b.11. PT Jasamarga Bali Tol (JBT)

PT Jasamarga Bali Tol didirikan berdasarkan akta notaris No. 2 tanggal 22 Agustus 2011 dari Paulina S.S. Endah Putri, S.H., dalam rangka pengusahaan ruas tol Nusa Dua-Tanjung Benoa. Akta pendirian disahkan oleh Menteri Hukum dan Hak Asasi Manusia dalam Surat Keputusan No. AHU-57740.AH.01.01 Tahun 2011 tanggal 25 November 2011.

PT Jasamarga Bali Tol was established based on notarial deed No. 2 dated August 22, 2011 of Paulina S.S. Endah Putri, S.H., aimed to develop Nusa Dua-Tanjung Benoa toll road. The deed of establishment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU-57740.AH.01.01 Year 2011 dated November 25, 2011.

Anggaran Dasar JBT telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris Pernyataan Keputusan Rapat Umum Pemegang Saham Luar Biasa No. 1 tanggal 17 Oktober 2012 dari Paulina S.S. Endah Putri, S.H.. Akta perubahan disahkan oleh Menteri Hukum dan Ham Republik Indonesia dalam Surat Keputusan No. AHU62682.AH.01.02 Tahun 2012 tanggal 6 Desember 2012.

JBT’s Articles of Association had been amended several times, which the latest was based on notarial deed Extraordinary General Meeting of Shareholders No. 1 dated October 17, 2012 of Paulina S.S. Endah Putri, S.H.. The deed of amendment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU-62682.AH.01.02 Year 2012 dated December 6, 2012.

JBT berdomisili di Bali. JBT mulai beroperasi secara komersial tanggal 01 Oktober 2013.

JBT is domiciled in Bali. JBT started its operation on October 01, 2013.

Perusahaan memiliki 409.993 saham dengan nilai nominal Rp 1.000.000 (Rupiah penuh) per saham atau setara dengan Rp 409.993.000.000 (Rupiah penuh), yang merupakan 55% kepemilikan, dan tambahan modal disetor sebesar Rp 2.551.744.970 (Rupiah penuh) pada tanggal 31 Desember 2014.

The Company owns 409,993 shares at par value of Rp 1,000,000 (full Rupiah) per share or equivalent to Rp 409,993,000,000 (full Rupiah), representing 55% ownership, and additional paid in capital amounting to Rp 2,551,744,970 (full Rupiah) as of December 31, 2014.

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1.b.12. PT Jasamarga Properti (JMP)

1.b.12. PT Jasamarga Properti (JMP)

PT Jasamarga Properti didirikan berdasarkan akta notaris No. 2 tanggal 15 Januari 2013 dari Windalina, S.H., dalam rangka pengembangan bisnis properti. Akta pendirian disahkan oleh Menteri Hukum dan Hak Asasi Manusia dalam Surat Keputusan No. AHU-02309.AH.01.01. Tahun 2013 tanggal 23 Januari 2013.

PT Jasamarga Properti was established based on notarial deed No. 2 dated January 15, 2013 of Windalina, S.H., aimed to develop business in property. The deed of establishment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU02309.AH.01.01. Year 2013 dated January 23, 2013.

Anggaran Dasar JMP telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris No. 15 tanggal 23 September 2014 dari Windalina, S.H.

JMP’s Articles of Association had been amended several times, which the last was based on notarial deed No. 15 dated September 23, 2014 of Windalina, S.H.

JMP berdomisili di Jakarta. JMP mulai beroperasi secara komersial tanggal 15 Januari 2013

JMP is domiciled in Jakarta. JMP started its operation on January 15, 2013.

Perusahaan memiliki 63.360 saham dengan nilai nominal Rp 1.000.000 (Rupiah penuh) per saham atau setara dengan Rp 63.360.000.000 (Rupiah penuh), yang merupakan 99% kepemilikan, dan tambahan modal disetor sebesar Rp 49.500.000.000 (Rupiah penuh) pada tanggal 31 Desember 2014.

The Company owns 63,360 shares at par value of Rp 1,000,000 (full Rupiah) per share or equivalent to Rp 63,360,000,000 (full Rupiah), representing 99% ownership, and additional paid in capital amounting to Rp 49,500,000,000 (full Rupiah) as of December 31, 2014.

1.b.13. PT Jasamarga Kualanamu Tol (JMKT)

1.b.13. PT Jasamarga Kualanamu Tol (JMKT)

PT Jasamarga Kualanamu Tol didirikan berdasarkan akta notaris No. 56 tanggal 25 Nopember 2014 dari Ni Nyoman Rai Sumawati, S.H., M.Kn., dalam rangka pengusahaan ruas tol Medan-Kualanamu-Tebing Tinggi. Akta pendirian disahkan oleh Menteri Hukum dan Hak Asasi Manusia dalam Surat Keputusan No. AHU-36748.40.10.2014 Tahun 2014 tanggal 27 Nopember 2014.

PT Jasamarga Kualanamu Tol was established based on notarial deed No. 56 dated November 25, 2014 of Ni Nyoman Rai Sumawati, S.H., M.Kn., aimed to develop MedanKualanamu-Tebing Tinggi toll road. The deed of establishment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. 36748.40.10.2014 Year 2014 dated November 27, 2014.

JMKT berdomisili di Medan. JMKT belum beroperasi secara komersial hingga 31 Desember 2014.

JMKT is domiciled in Medan. JMKT has not started its operation until December 31, 2014.


The Company owns 44,000 shares at par value of Rp 1,000,000 (full Rupiah) per share or equivalent to Rp 44,000,000,000 (full Rupiah), representing 55% ownership as of December 31, 2014.

Jumlah aset dan pendapatan usaha Entitas Anak sebelum jurnal eliminasi adalah sebagai berikut:

Total assets and revenues of the Subsidiaries before elimination journal are as follows:

Perusahaan/ Company PT Trans Marga Jateng (TMJ) PT Marga Nujyasumo Agung (MNA) PT Jasamarga Bali Tol (JBT) PT Marga Lingkar Jakarta (MLJ) PT Jasamarga Pandaan Tol (JPT) PT Marga Kunciran Cengkareng (MKC) PT Transmarga Jatim Pasuruan (TJP) PT Marga Sarana Jabar (MSJ)

d1/February 6, 2015

Total Aset/Assets 2014 2013 Rp Rp 3,729,259,838 2,287,880,479 2,074,008,392 2,026,712,384 1,153,799,212 940,950,710 932,902,150 860,380,315

15

3,407,470,487 1,766,141,082 2,172,599,696 1,846,870,401 801,575,563 270,393,300 629,222,947 896,352,182

Total Pendapatan/Revenues 2014 2013 Rp Rp 228,253,078 520,334,870 123,050,359 375,544,564 369,037,768 -314,905,484 132,072,480

671,919,441 237,954,936 575,693,464 564,542,637 443,326,091 -499,556,649 336,559,364

Paraf:




For the Years Ended December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated) Total Aset/Assets 2014 2013 Rp Rp

Perusahaan/ Company

PT Marga Trans Nusantara (MTN) PT Jasa Layanan Pemeliharaan (JLP) (dahulu/ formerly PT Sarana Marga Utama [SMU]) PT Jalantol Lingkarluar Jakarta (JLJ) PT Jasamarga Properti (JMP) PT Jasamarga Kualanamu Tol (JMKT)

Total Pendapatan/Revenues 2014 2013 Rp Rp

788,351,072

351,564,379

--

--

157,901,987 130,890,227 120,393,745 80,290,790

159,613,693 103,281,607 63,548,090 --

182,947,762 424,727,500 1,708,182 --

205,466,019 234,499,728 ---

Dalam laporan keuangan konsolidasian ini, Perusahaan dan entitas anak secara bersama-sama disebut sebagai “Grup”.

In these consolidated financial statements, the Company and its subsidiaries are collectively referred as the “Group”.

1.c. Dewan Direksi, Komisaris, Komite Audit dan Karyawan Berdasarkan Risalah Rapat Umum Pemegang Saham Tahunan (RUPST) Perusahaan No. 67/BIII07/III/2014 tanggal 11 Maret 2014 dilakukan Perubahan nomenklatur jabatan Direksi dan pergantian Komisaris Perusahaan, Susunan Direksi dan Komisaris Perusahaan pada tanggal 31 Desember 2014 sebagai berikut:

1.c. Board of Directors, Commissioners, Audit Committee and Employees Based on the Company’s Extraordinary Minutes of Meeting of Shareholders No. 67/BIII07/III/2014 dated March 11, 2014, Changes in the nomenclature of the Company’s Board of Directors and turnover of Commissioners, The Company’s Board of Directors and Commissioners as of December 31, 2014 are as follows:

Direktur Utama Direktur Operasi Direktur Keuangan Direktur Pengembangan Usaha Direktur Sumber Daya Manusia dan Umum Komisaris Utama Komisaris Komisaris Komisaris Komisaris (Komisaris Independen) Komisaris (Komisaris Independen)

Direksi/Directors Ir. Adityawarman Ir. Hasanudin, M.Eng.Sc Ir. Reynaldi Hermansjah Ir. Abdul Hadi H.S, MM Ir. Muh. Najib Fauzan, Msc Komisaris/ Commissioners Ir. Agoes Widjanarko, MIP Ibnu Purna Muchtar, S.E, MA Dr. Boediarso Teguh Widodo,M.E. Prof. Dr. Akhmad Syakhroza Mayjen. (Purn) Samsoedin Irjen Polisi (Purn) Drs. Michael Dendron Primanto, SH, MH

Berdasarkan Risalah Rapat Umum Pemegang Saham (RUPS) Luar Biasa Perusahaan No. 80 tanggal 30 Juni 2012, susunan Direksi dan Komisaris , Perusahaan pada tanggal 31 Desember 2013 sebagai berikut:

Direktur Utama Direktur Operasi Direktur Keuangan Direktur Pengembangan Usaha Direktur Sumber Daya Manusia dan Umum Komisaris Utama Komisaris Komisaris Komisaris Komisaris (Komisaris Independen) Komisaris (Komisaris Independen)

d1/February 6, 2015

President Director Operation Director Finance Director Business Development Director Human Capital Affairs Development Director President Commissioner Commissioner Commissioner Commissioner Commissioner (Independent Commissioner) Commissioner (Independent Commissioner)

Based on the Company’s Extraordinary Minutes of Meeting of Shareholders No. 80 dated June 30, 2012, the composition of the Company’s Board of Directors and Commissioners as of December 31, 2013 are as follows:

Direksi/Directors Ir. Adityawarman Ir. Hasanudin, M.Eng.Sc. Ir. Reynaldi Hermansjah Ir. Abdul Hadi, H.S, M.M. Ir. Muh Najib Fauzan, M.Sc. Komisaris/ Commissioners Ir. Agoes Widjanarko, M.I.P. Ibnu Purna Muchtar, S.E., M.A. Dr. Joyo Winoto Prof. Dr. Akhmad Syakhroza Mayjen. (Purn) Samsoedin Irjen Polisi (Purn) Drs. Michael Dendron Primanto, S.H., M.H.

16

President Director Operation Director Finance Director Business Development Director Human Capital Affairs Development Director President Commissioner Commissioner Commissioner Commissioner Commissioner (Independent Commissioner) Commissioner (Independent Commissioner)

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Berdasarkan Keputusan Komisaris No.KEP0010/I/2013, tanggal 15 Pebruari 2013, susunan Komite Audit Perusahaan pada 31 Desember 2014 dan 31 Desember 2013 adalah sebagai berikut:

Based on the Decision of the Commissioners No.KEP0010/I/2013, date February 15, 2013, the composition of the Company's Audit Committee as of December 31, 2014 and December 31, 2013 are as follows:

Komite Audit/ Audit Committee

Ketua Merangkap Anggota Anggota Anggota

Irjen Polisi (Purn) Drs. Michael Dendron Primanto, S.H., M.H. Ir. Agita Widjajanto, M.Sc. Drs. Rustam Wahyudi, Ak.

Chairman and Member Member Member

Pembentukan Unit Audit Internal Perusahaan berdasarkan Keputusan Direksi Nomor 41/KPTS/2013 tentang Struktur Organisasi Perusahaan. Ketua unit audit internal per 31 Desember 2014 adalah Djoko Dwijono.

Establishment of the company Internal Audit Unit was based on Directors Decree No. 41/KPTS/2013 about the Organizational Structure of the Company. Chairman of the internal audit unit as of December 31, 2014 is Djoko Dwijono.

Penerapan sistem pengendalian internal yang dilakukan oleh Perusahaan mengacu pada Peraturan Meneg BUMN No. PER-01/MBU/2011 tentang Penerapan Tata Kelola Perusahaan yang Baik (Good Corporate Governance) pada Badan Usaha Milik Negara Pasal 26. Unit audit internal merupakan bagian dari sistem pengendalian intern Perusahaan yang didalam pelaksanaan tugas auditnya menggunakan kerangka sistem pengendalian intern COSO (Committee of Sponsoring Organization of the Treadway Commission).

Implementation of internal control systems made by the Company refers to the State Enterprises Minister Regulation No. PER-01/MBU/2011 on the Implementation of Good Corporate Governance (GCG) at the State-owned Enterprise Article 26. Internal audit unit is part of the Company's system of internal control in the execution of audit assignments using the COSO (Committee of Sponsoring Organizations of the Treadway Commission) framework for internal control system.

Berdasarkan Surat Keputusan Direksi No. 102/AA.P6a/2012 tanggal 31 Agustus 2012, Sekretaris Perusahaan pada 31 Desember 2014 dan 2013 adalah Ir. David Wijayatno.

Based on Decision of the Director No. 102/AA.P6a/2012 dated August 31 2012, the corporate secretary as of December 31, 2014 and 31, 2013 is Ir. David Wijayatno.

Jumlah karyawan tetap Perusahaan pada 31 Desember 2014 dan 2013 masing-masing sebanyak 4.692 dan 4.875 orang (tidak diaudit).

As of December 31, 2014 and 31, 2013 the Company had total permanent employees of 4,692 and 4,875 person, respectively (unaudited).

1.d.Penawaran Umum Obligasi Perusahaan Perusahaan telah menerbitkan obligasi dengan total nilai sebesar Rp 10.523.978.000.000 (Rupiah penuh). Pada 31 Desember 2014, jumlah utang obligasi yang belum dilunasi atau belum jatuh tempo adalah sebesar Rp 6.159.154.384.000 (Rupiah penuh), sedangkan untuk yang telah dilunasi rinciannya sebagai berikut:

No. 1. 2. 3. 4. 5. 6. 7. 8.

Obligasi/ Bonds Jasa Marga I(A) Jasa Marga II/1 (B) Jasa Marga II/2 (C) Jasa Marga II/2 (D) Jasa Marga II/2 (E) Jasa Marga III/1 (F/1) Jasa Marga III/2 (F/2) Jasa Marga IV/1 (G/1)

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1.d. Public Bond Offering The Company issued bonds with total amount of Rp 10,523,978,000,000 (full Rupiah). On December 31, 2014, the total amount of bonds that have not been paid or not yet reached their maturity date amounting to Rp 6,159,154,384,000 (full Rupiah), whereas the details of paid balances are as follows:

Total (Rp Juta)/ Tenor Par value (Tahun/ (Rp Million) Years) 23,718 40,000 20,000 20,000 20,000 40,000 30,000 40,000

5 5 5 5 5 5 5 5

17

Tanggal Tanggal Penerbitan/ Jatuh Issuance Tempo/ Date Maturity Date 11-Mar-83 31-Oct-83 02-Jun-84 03-May-84 31-Mar-84 28-Dec-84 03-Jan-85 27-Dec-85

11-Mar-88 31-Oct-88 02-Jun-89 03-May-89 31-Mar-89 28-Dec-89 03-Jan-90 27-Dec-90

Status Lunas/ Paid Lunas/ Paid Lunas/ Paid Lunas/ Paid Lunas/ Paid Lunas/ Paid Lunas/ Paid Lunas/ Paid

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No.

Obligasi/ Bonds

9. 10. 11. 12. 13. 14.

Jasa Marga IV/2 (G/2) Jasa Marga V/1 (H) Jasa Marga V/2 (I) Jasa Marga VI/1 (J) Jasa Marga VI/2 (K) Obligasi Indeks Pendapatan Tahap I / Fixed Income Index Bonds Phase I Obligasi Indeks Pendapatan Tahap II / Fixed Income Index Bonds Phase II Jasa Marga VII (L) Jasa Marga VIII (M) Jasa Marga IX (N) Jasa Marga X (O) Jasa Marga XI (P) Obligasi JORR I Obligasi JORR II(A) Obligasi JORR II (B) Obligasi JORR II (C) Jasa Marga XII (0) Jasa Marga XIII (R) Jasa Marga XIV (JM — 10) Jasa Marga I (JM — 10) Jasa Marga Seri / Series S A Jasa Marga Seri / Series S B Jasa Marga Seri / Series S C Jasa Marga Seri / Series T

15. 16. 17. 18. 19. 20. 21. 22.

23. 24. 25. 26. 27

28


Total (Rp Juta)/ Tenor Par value (Tahun/ (Rp Million) Years)

Tanggal Tanggal Penerbitan/ Jatuh Issuance Tempo/ Date Maturity Date

Status

60,000 60,000 40,000 75,000 50,000

5 5 5 8 8

24-Mar-86 07-Jun-87 19-Nov-87 20-Jun-88 02-Jan-89

24-Mar-91 07-Jun-92 19-Nov-92 20-Jun-96 02-Jan-97

Lunas/ Paid Lunas/ Paid Lunas/ Paid Lunas/ Paid Lunas/ Paid

40,000

12

31-Jul-89

31-Jul-01

Lunas/ Paid

30,000 100,000 150,000 400,000 650,000 1,000,000 274,260 78,300 78,300 104,400 1,000,000 1,500,000 1,000,000 500,000 700,000 400,000 1,000,000 1,000,000

12 8 8 5 8 10 10 10 12 15 10 10 10 3 1 3 5 5

21-Sep-89 06-Aug-90 27-Mar-00 04-Dec-02 12-Apr-02 10-Oct-03 19-Nov-03 01-May-06 01-May-06 01-May-06 07-Jun-06 21-Jun-07 10-Dec-10 10-Dec-10 27-Dec-13 27-Dec-13 27-Dec-13 19-Sep-14

21-Sep-01 06-Aug-98 27-Mar-08 04-Dec-07 12-Apr-10 10-Oct-13 19-Nov-13 01-May-16 01-May-18 01-May-21 07-Jun-16 21-Jun-17 10-Dec-20 10-Dec-13 02-Oct-14 27-Sep-16 27-Sep-18 19-Sep-19

Lunas/ Paid Lunas/ Paid Lunas/ Paid Lunas/ Paid Lunas/ Paid Lunas/ Paid Lunas/ Paid Belum Lunas/ Not Yet Paid *) Belum Lunas/ Not Yet Paid **) Belum Lunas/ Not Yet Paid Belum Lunas/ Not Yet Paid Belum Lunas/ Not Yet Paid Belum Lunas/ Not Yet Paid Lunas/ Paid Lunas/ Paid Belum Lunas/ Not Yet Paid Belum Lunas/ Not Yet Paid Belum Lunas/ Not Yet Paid

*) Dilunasi sebagian pada tanggal 24 Nopember 2008 sebesar/ Paid on November 24, 2008, amounted to Rp 923 **) Dilunasi sebagian pada tanggal 24 Nopember 2008 sebesar/ Paid on November 24, 2008, amounted to Rp 923

1.e. Penawaran Umum Perusahaan Pada tanggal 1 Nopember 2007, Perusahaan memperoleh pernyataan efektif dari Badan Pengawas Pasar Modal-Lembaga Keuangan (Bapepam-LK), sekarang bernama Otoritas Jasa Keuangan (OJK), melalui Surat No. S-5526/BL/2007, untuk melakukan penawaran umum perdana saham sebanyak 2.040.000.000 saham atas nama Seri B dengan nilai nominal Rp 500 (Rupiah penuh) setiap saham yang berasal dari saham dalam simpanan (portepel) Perusahaan kepada masyarakat, dengan harga penawaran sebesar Rp 1.700 (Rupiah penuh) per saham melalui pasar modal dan dicatatkan pada Bursa Efek Indonesia (BEI).

1.e. The Company Initial Public Offering On November 1, 2007 the Company received the effective statement from the Capital Market and Financial Institutions Supervisory Board (Bapepam-LK), now named Indonesia Financial Services Authority (OJK), by Letter No. S-5526/BL/2007, to perform the initial public offering amounting to 2,040,000,000 of Series B shares with par value of Rp 500 (full Rupiah) per share from the Company porteple shares to the public, at the offering price amounting to Rp 1,700 (full Rupiah) per share through capital market and listed in Indonesia Stock Exchange (IDX).

Dalam kurun waktu sejak penawaran umum perdana sampai dengan tahun pelaporan terakhir Perusahaan melakukan aksi korporasi sebagai berikut: 1. Pembelian kembali saham Perusahaan pada 24 Oktober 2008 sampai dengan 12 Januari 2009 dilakukan mengingat kondisi pasar saham saat itu berpotensi krisis dimana Indeks Harga Saham

In the period since its initial public offering until the last reporting period the Company has made the following corporate actions: 1. Buy back of Company shares on October 24, 2008 until January 12, 2009 was done considering the condition of the stock market potentially crisis where the Composite Stock Price Index (CSPI) Indonesia

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2.


Gabungan (IHSG) Bursa Efek Indonesia (BEI) menurun cukup signifikan sehingga memberikan peluang pada Perusahaan untuk membeli kembali sahamnya dengan memperhatikan kemampuan Perusahaan dan ketentuan yang berlaku. Perusahaan dalam hal ini dibantu oleh PT Bahana Securities sebagai Perusahaan Wakil Perantara Perdagangan Efek. Dana yang dikeluarkan Perusahaan untuk membeli kembali 24.523.500 lembar saham (Treasury Stock) sejumlah Rp 21.837.595.326 (Rupiah penuh). Sesuai dengan Poin 4D Peraturan Bapepam dan LK No. KEP-105/BL/2010, Peraturan XI.B2 perihal Pembelian Kembali Saham yang dikeluarkan oleh Emiten atau Perusahaan Publik, maka treasury stock tersebut telah memasuki periode wajib menjual (sudah dikuasai Perusahaan selama 3 tahun) dan wajib untuk dijual kembali. Perusahaan dalam penjualan kembali saham Treasury dibantu oleh PT Danareksa Sekuritas. Masa penjualan berlangsung dari 5 April 2012 sampai dengan 25 Juni 2012.

Stock Exchange (IDX) significantly decreased thus providing an opportunity to the Company to buy back its shares with respect the ability of the Company and applicable regulations. The company in this case aided by PT Bahana Securities as Corporate Broker Securities Trading. Funds issued by the Company to buy back 24,523,500 shares (Treasury Stock) amounting to Rp 21,837,595,326 (full Rupiah). 2.

Based on Point 4D of Bapepam-LK Regulation No. KEP-105/BL/2010, XI.B2 Regulations regarding Buy Back Shares issued by the Issuer or Public Company, the treasury stock has entered a period of obligatory to sell (already held by the Company for 3 years) and mandatory for resale. The Company aided by PT Danareksa Securities in the resale of treasury shares. Sales period was from April 5, 2012 to June 25, 2012.

2. Ikhtisar Kebijakan Akuntansi Signifikan

2. Summary of Significant Accounting Policies

2.a. Pernyataan Kepatuhan Laporan keuangan konsolidasian ini disusun dan disajikan sesuai dengan Pernyataan Standar Akuntansi Keuangan (“PSAK”) di Indonesia yang ditetapkan oleh Ikatan Akuntan Indonesia dan peraturan Badan Pengawas Pasar Modal-Lembaga Keuangan (BapepamLK) No. VIII.G.7 Lampiran Surat Keputusan No. KEP347/BL/2012 tanggal 25 Juni 2012 tentang Pedoman Penyajian dan Pengungkapan Laporan Keuangan Emiten atau Perusahaan Publik.

2.a. Statement of Compliance The consolidated financial statements have been prepared and presented in conformity with Indonesian Statements of Financial Accounting Standards (PSAK) established by the Indonesian Institute of Accountants, and Regulation of Capital Market Supervisory BoardFinancial Institution No. VIII.G.7 attachment No.KEP347/BL/2012 dated June 25, 2012 regarding the Guidelines of Presentations and Disclosures of The Financial Statements Issuers or Public Companies.

2.b. Dasar Pengukuran dan Penyusunan Laporan Keuangan Konsolidasian Dasar pengukuran dalam penyusunan laporan keuangan konsolidasian ini adalah konsep biaya perolehan (historical cost), kecuali beberapa akun tertentu disusun berdasarkan pengukuran lain sebagaimana diuraikan dalam kebijakan akuntansi masing-masing akun tersebut. Laporan keuangan konsolidasian disusun berdasarkan asumsi kelangsungan usaha serta atas dasar akrual kecuali laporan arus kas konsolidasian.

2.b. Basis of Measurement and Preparation of the Consolidated Financial Statements The basis of measurements in preparation of these consolidated financial statements is historical cost, except for certain accounts which have been prepared on the basis of other measurement as described in the respective accounting policies for those accounts. The consolidated financial statements have been prepared based on going concern assumption and accrual basis except for the consolidated statement of cash flows.

Laporan arus kas konsolidasian disajikan dengan metode langsung (direct method) dengan mengelompokkan arus kas dalam aktivitas operasi, investasi dan pendanaan.

The consolidated statement cash flows are prepared using the direct method by classifying cash flows into the operating, investing and financing activities.

Mata uang fungsional dan penyajian yang digunakan dalam penyusunan laporan keuangan konsolidasian adalah Rupiah (Rp).

The reporting and functional currency used in the preparation of the consolidated financial statements is Rupiah (Rp).

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Perubahan atas Pernyataan Standar Akuntansi Keuangan (“PSAK”) dan Interpretasi Standar Akuntansi Keuangan (“ISAK”)

Changes to the statements of financial accounting standards (“PSAK”) and interpretations of statements of financial accounting standards (“ISAK”) The adoption of the following revised interpretation of the accounting standards, which are effective from 1 January 2014, did not result in substantial changes to the Group accounting policies and had no material effect on the amounts reported for the current period consolidated financial statements: - ISAK 27 (revised 2013) “Transfer of assets from customers” - ISAK 28 (revised 2013) “Extinguishing financiall liabilities with equity Instruments”

Penerapan dari perubahan interpretasi standar akuntansi berikut, yang berlaku efektif sejak tanggal 1 Januari 2014, tidak menyebabkan perubahan signifikan atas kebijakan akuntansi Grup dan tidak memberikan dampak yang material terhadap jumlah yang dilaporkan di laporan keuangan konsolidasian: ISAK 27 (revisi 2013) “Pengalihan aset dari pelanggan” ISAK 28 (revisi 2013) “Pengakhiran liabilitas keuangan dengan instrumen ekuitas” 2.c. Prinsip-prinsip Konsolidasian Laporan keuangan konsolidasian mencakup laporan keuangan Entitas Induk dan Entitas Anak yang dikendalikan secara langsung ataupun tidak langsung oleh Entitas Induk. Entitas anak dikonsolidasikan sejak tanggal di mana pengendalian efektif beralih kepada Entitas Induk dan tidak lagi dikonsolidasikan sejak tanggal Entitas Induk tidak memiliki pengendalian efektif.

2.c. Principles of Consolidation The consolidated financial statements incorporate financial statements of the Parent Entity and Subsidiaries, direct and indirectly owned by the Parent Entity. Subsidiaries are fully consolidated from the date of effective control are achieved by the Parent Entity and will be no longer consolidated from the date of the Parent Entity has cease effective controls.

Pengendalian dianggap ada apabila Entitas Induk memiliki baik secara langsung atau tidak langsung melalui Entitas Anak, lebih dari setengah kekuasaan suara pada suatu entitas, kecuali kepemilikan tersebut tidak diikuti dengan pengendalian. Suatu pengendalian juga ada apabila Entitas Induk memiliki setengah atau kurang kekuasaan suara jika terdapat: 1. Kekuasaan yang melebihi setengah hak suara sesuai perjanjian dengan investor lainnya; 2. Kekuasaan untuk mengatur kebijakan keuangan dan operasional entitas berdasarkan anggaran dasar atau perjanjian; 3. Kekuasaan untuk menunjuk atau memberhentikan sebagian besar dewan direksi atau organ pengatur setara dan mengendalikan entitas melalui dewan atau organ tersebut; atau 4. Kekuasaan untuk memberikan suara mayoritas pada rapat dewan direksi dan dewan komisaris atau organ pengatur setara dan mengendalikan entitas melalui dewan atau organ tersebut.

Control is presumed to exist when the Parent Entity owns, directly or indirectly through Subsidiaries, more than half of the voting power of an entity unless, except that, such ownership does not constitute control. Control also exists when the parent owns half or less of the voting power of an entity when there is: 1. Power over more than half of the voting rights by virtue of an agreement with other investors; 2. Power to govern the financial and operating policies of the entity under a statute or an agreement; 3. Power to appoint or remove the majority of the members of the board of directors or equivalent governing body and control of the entity is by that board or body; or 4. Power to cast the majority of votes at meetings of the board of directors or equivalent governing body and control of the entity is by that board or body.

Laporan keuangan konsolidasian harus disusun dengan basis yang sama yaitu; kebijakan akuntansi yang sama untuk transaksi, peristiwa dan keadaan yang sama. Kebijakan tersebut telah diterapkan secara konsisten oleh Entitas Anak, kecuali dinyatakan secara khusus.

The consolidated financial statements are prepared using uniform basis, i.e.: similar accounting policy for similar transactions, events and circumstances. The policy has been applied consistently by Subsidiaries, unless otherwise stated.

Dalam menyusun laporan keuangan konsolidasian, laporan keuangan Entitas Induk dan Entitas Anak digabungkan secara baris per baris yakni dengan menjumlahkan satu persatu unsur-unsur sejenis dari aset, liabilitas, ekuitas, pendapatan dan beban. Seluruh saldo akun dan transaksi yang material antara Perusahaan dengan Entitas Anak telah dieliminasi.

In preparing the consolidated financial statements, the financial statements of the Parent Company and Subsidiaries are combined on a line by line basis by adding together similar elements of assets, liabilities, equity, income and expenses. All balances and material transactions between the Parent Company and the Subsidiaries have been eliminated.

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Akun "Kepentingan Non-Pengendali" pada laporan posisi keuangan konsolidasian merupakan hak pemegang saham non pengendali pada Entitas Anak tersebut. Kepentingan non pengendali atas laba (rugi) bersih Entitas Anak pada laporan laba rugi komprehensif konsolidasian disajikan sebagai “Laba/Rugi Tahun Berjalan yang Dapat Diatribusikan kepada Kepentingan Non Pengendali”.

The account of “Non Controlling Interests” in consolidated financial statement is represents interest of the minority shareholders in the Subsidiaries. Non controlling interest in net income (loss) of Subsidiaries in the consolidated statement of comprehensive income is presented as “Current Year Profit/Loss Attributable to Non Controlling Interest”.

Rugi Entitas Anak yang tidak dimiliki secara penuh diatribusikan pada kepentingan non pengendali bahkan jika hal ini mengakibatkan kepentingan non pengendali mempunyai saldo defisit.

Losses of non-wholly owned Subsidiary are attributed to the non controlling interest even if the non controlling interest results in deficit balance.

2.d. Instrumen Keuangan PSAK 60 yang berlaku efektif 1 Januari 2013 memperkenalkan pengungkapan baru untuk meningkatkan informasi mengenai instrumen keuangan. PSAK ini mewajibkan pengungkapan secara luas mengenai signifikansi pengaruh instrumen keuangan terhadap posisi keuangan dan kinerja Perusahaan, dan pengungkapan kuantitatif dan kualitatif atas risiko yang timbul dari instrumen keuangan, serta menentukan pengungkapan minimum mengenai risiko kredit, risiko likuiditas dan risiko pasar. PSAK ini juga mewajibkan pengungkapan terkait dengan pengukuran nilai wajar menggunakan tiga tingkat hierarki nilai wajar dimana mencerminkan signifikansi input yang digunakan dalam mengukur nilai wajar dan memberikan arahan dalam bentuk pengungkapan kuantitatif mengenai pengukuran nilai wajar dan mewajibkan informasi yang diungkapkan dalam format tabel kecuali terdapat lain yang lebih sesuai.

2.d. Financial Instruments PSAK 60 which effectively applied on January 1, 2013 introduces new disclosures to improve the information about financial instruments. It requires extensive disclosures about the significance of financial instruments for an entity’s financial position and performance, and quantitative and qualitative disclosures on the nature and extent of risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, as well as sensitivity analysis to market risk. It also requires disclosures relating to fair value measurements using a three-level fair value hierarchy that reflects the significance of the inputs used in measuring fair values and provides more direction in the form of quantitative disclosures about fair value measurements and requires information to be disclosed in a tabular format unless another format is more appropriate.

Aset Keuangan Aset keuangan dikelompokkan menjadi 4 kategori, yaitu (i) aset keuangan yang diukur pada nilai wajar melalui laba rugi, (ii) pinjaman yang diberikan dan piutang, (iii) investasi yang dimiliki hingga jatuh tempo serta (iv) aset keuangan yang tersedia untuk dijual. Klasifikasi ini tergantung dari tujuan perolehan aset keuangan tersebut. Manajemen menentukan klasifikasi aset keuangan tersebut pada saat awal pengakuannya.

Financial Assets Financial assets are classified into 4 categories, i.e., (i) financial assets at fair value through profit or loss, (ii) loans and receivables, (iii) held-to-maturity financial assets and (iv) available-for-sale financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

(i) Aset keuangan yang diukur pada nilai wajar melalui laba rugi Aset keuangan yang diukur pada nilai wajar melalui laba rugi adalah aset keuangan yang ditujukan untuk diperdagangkan. Aset keuangan diklasifikasikan sebagai diperdagangkan jika diperoleh terutama untuk tujuan dijual atau dibeli kembali dalam waktu dekat dan terdapat bukti mengenai pola ambil untung dalam jangka pendek yang terkini. Derivatif diklasifikasikan sebagai aset diperdagangkan kecuali telah ditetapkan dan efektif sebagai instrumen lindung nilai.

(i) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss are financial assets which are held for trading. Financial asset is classified as held for trading if it is acquired principally for the purpose of selling or repurchasing it in the near term and for which there is evidence of recent actual pattern of short term profit taking. Derivatives are also categorized as held for trading unless they are designated and effective as hedging instruments.

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Pada saat pengakuan awal, aset keuangan yang diukur pada nilai wajar melalui laba rugi diukur pada nilai wajarnya. Biaya transaksi sehubungan dengan perolehannya diakui pada laporan laba rugi periode berjalan. Kenaikan atau penurunan nilai wajar selanjutnya diakui pada laporan laba rugi.

At initial recognition, financial assets at fair value through profit or loss are measured at fair value. Transaction costs related to the acquistion are recognised in the current period profit or loss. Subsequent increase or decrease in fair value is recognised in profit or loss.

Grup tidak mempunyai aset keuangan yang diklasifikasikan sebagai aset keuangan yang diukur pada nilai wajar melalui laporan laba rugi.

The Group has no financial asset classified as financial assets at fair value through profit or loss.

(ii) Pinjaman yang diberikan dan piutang Pinjaman yang diberikan dan piutang adalah aset keuangan non derivatif dengan pembayaran tetap atau telah ditentukan dan tidak mempunyai kuotasi di pasar aktif. Pada saat pengakuan awal, pinjaman yang diberikan dan piutang diakui pada nilai wajarnya ditambah biaya transaksi dan selanjutnya diukur pada biaya perolehan diamortisasi dengan menggunakan metode suku bunga efektif.

(ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loan and receivables are initially recognized at fair value plus transaction cost and subsequently measured at amortized cost using the effective interest rate method.

Grup mempunyai kas dan setara kas, piutang lainlain dan dana ditetapkan penggunaannya yang diklasifikasikan sebagai pinjaman yang diberikan dan piutang.

The Group has cash and cash equivalents, other receivables and appropriated funds, are classified as loans and receivables.

(iii) Investasi yang dimiliki hingga jatuh tempo Investasi yang dimiliki hingga jatuh tempo adalah investasi non-derivatif dengan pembayaran tetap atau telah ditentukan dan jatuh temponya telah ditetapkan, dimana manajemen mempunyai intensi positif dan kemampuan untuk memiliki aset keuangan tersebut hingga jatuh tempo, selain: a) Investasi yang pada saat pengakuan awal ditetapkan sebagai aset keuangan yang diukur pada nilai wajar melalui laporan laba rugi; b) Investasi yang ditetapkan dalam kelompok tersedia untuk dijual; dan c) Investasi yang memenuhi definisi pinjaman yang diberikan dan piutang.

(iii) Held to maturity financial asset Held-to-maturity financial assets are nonderivative financial assets with fixed or determinable payments and fixed maturities that management has the positive intention and ability to hold to maturity, other than:

Pada saat pengakuan awal, investasi yang dimiliki hingga jatuh tempo diakui pada nilai wajarnya ditambah biaya transaksi dan selanjutnya diukur pada biaya perolehan diamortisasi dengan menggunakan metode suku bunga efektif.

At initial recognition, HTM investments are recognized at fair value plus transaction costs and are subsequently measured at amortized cost using the effective interest rate method.

Grup tidak mempunyai aset keuangan yang diklasifikasikan sebagai investasi dimiliki hingga jatuh tempo.

The Group has no financial assets classified as investments held to maturity.

(iv) Aset keuangan tersedia untuk dijual Aset keuangan dalam kelompok tersedia untuk dijual adalah aset keuangan non-derivatif yang ditetapkan untuk dimiliki selama periode tertentu, dimana akan dijual dalam rangka pemenuhan likuiditas atau perubahan suku bunga, valuta asing atau yang tidak diklasifikasikan sebagai pinjaman yang diberikan atau piutang, investasi yang diklasifikasikan dalam

(iv) Available for sales financial assets Available-for-sale financial assets are non derivative financial assets that are intended to be held for indefinite period of time, which might be sold in response to needs for liquidity or changes in interest rates, exchange rates or that are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.

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a) Those that are designated as at fair value through profit or loss upon initial recognition; b) Those that are designated as available for sale; and c) Those that meet definition of loans and receivable.

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kelompok dimiliki hingga jatuh tempo atau aset keuangan yang diukur pada nilai wajar melalui laba rugi. Pada saat pengakuan awal, aset keuangan AFS diakui pada nilai wajarnya ditambah biaya transaksi dan selanjutnya diukur pada nilai wajarnya dimana laba atau rugi diakui sebagai pendapatan komperhensif lain kecuali untuk kerugian penurunan nilai dan laba rugi dari selisih kurs hingga aset keuangan dihentikan pengakuannya.

At initial recognition, AFS financial assets are recognized at fair value plus transaction costs and are subsequently measured at fair value where any gain or loss is recognized at other comprehensive income, except for impairment loss and foreign exchange up to the financial assets are derecognized.

Grup mempunyai aset keuangan yang diklasifikasikan sebagai aset keuangan tersedia untuk dijual yaitu investasi jangka pendek dan investasi pada saham yang tidak tersedia nilai wajarnya dengan kepemilikan kurang dari 20% dan aset keuangan lainnya yang dicatat pada biaya perolehannya.

The Group has financial assets classified as of available for sale which are short term investment and investment in shares with ownership interest of less than 20% that do not have readily determinable its fair values and other financial assets which are stated at cost (the cost method).

Penurunan Nilai Aset Keuangan Aset keuangan, selain aset keuangan FVTPL, dievaluasi terhadap indikator penurunan nilai pada setiap tanggal laporan posisi keuangan. Aset keuangan diturunkan nilainya bila terdapat bukti objektif, sebagai akibat dari satu atau lebih peristiwa yang terjadi setelah pengakuan awal aset keuangan, dan peristiwa yang merugikan tersebut berdampak pada estimasi arus kas masa depan atas aset keuangan yang dapat diestimasi secara handal. Untuk investasi ekuitas AFS yang tercatat dan tidak tercatat di bursa, penurunan yang signifikan atau jangka panjang pada nilai wajar dari investasi ekuitas di bawah biaya perolehannya dianggap sebagai bukti obyektif penurunan nilai.

Impairment of Financial Assets Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each financial position’s reporting date. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted. For quoted and unquoted equity investments classified as AFS, a significant or prolonged decline in the fair value of the equity investment below its cost is considered to be an objective evidence of impairment.

Beberapa bukti objektif penurunan nilai termasuk sebagai berikut: • kesulitan keuangan signifikan yang dialami penerbit atau pihak peminjam; atau • pelanggaran kontrak, seperti terjadinya wanprestasi atau tunggakan pembayaran pokok atau bunga; atau • terdapat kemungkinan bahwa pihak peminjam akan dinyatakan pailit atau melakukan reorganisasi keuangan.

Some objective evidence for impairment value are as follows: • significant financial difficulty of the issuer or counterparty; or • a breach of contract, such as default or delinquency in interest or principal payments; or

Untuk kelompok aset keuangan tertentu, seperti piutang, penurunan nilai aset dievaluasi secara individual. Bukti objektif dari penurunan nilai portofolio piutang dapat termasuk pengalaman Grup atas tertagihnya piutang di masa lalu, peningkatan keterlambatan penerimaan pembayaran piutang dari rata-rata periode kredit, dan juga pengamatan atas perubahan kondisi ekonomi nasional atau lokal yang berkorelasi dengan default atas piutang.

For certain categories of financial asset, such as receivables, the impairment value of assets are assessed individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period as well as, and observable changes in the national or local economic conditions that correlate with default on receivables.

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• it becoming probable that the borrower will enter bankruptcy or financial reorganization.

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Untuk aset keuangan yang diukur pada biaya perolehan yang diamortisasi, jumlah kerugian penurunan nilai merupakan selisih antara nilai tercatat aset keuangan dengan nilai kini dari estimasi arus kas masa datang yang didiskontokan menggunakan tingkat suku bunga efektif awal dari aset keuangan.

For financial assets carried at amortised cost, the amount of impairment is the difference between the assets’s carrying amount and the present value of estimated future cash flows, discounted at the financial assets’s original effective interest rate.

Nilai tercatat aset keuangan tersebut dikurangi dengan kerugian penurunan nilai secara langsung atas aset keuangan, kecuali piutang yang nilai tercatatnya dikurangi melalui penggunaan akun penyisihan piutang. Jika piutang tidak tertagih, piutang tersebut dihapuskan melalui akun penyisihan piutang. Pemulihan kemudian dari jumlah yang sebelumnya telah dihapuskan dikreditkan terhadap akun penyisihan. Perubahan nilai tercatat akun penyisihan piutang diakui dalam laporan laba rugi.

The carrying amount of the financial asset is directly reduced by the amount of impairment loss for all financial assets with the exception of receivables, where the carrying amount is reduced through the use of an allowance account. When a receivable is considered uncollectible, it is written-off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in the statement of income.

Jika aset keuangan AFS dianggap menurun nilainya, keuntungan atau kerugian kumulatif yang sebelumnya telah diakui dalam ekuitas direklasifikasi ke laporan laba rugi dalam periode yang bersangkutan.

When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized in equity are reclassified to the statement of income in the current period.

Pengecualian dari instrumen ekuitas AFS, jika, pada periode berikutnya, jumlah penurunan nilai berkurang dan penurunan dapat dikaitkan secara obyektif dengan sebuah peristiwa yang terjadi setelah penurunan nilai tersebut diakui, kerugian penurunan nilai yang sebelumnya diakui dipulihkan melalui laporan laba rugi hingga nilai tercatat investasi pada tanggal pemulihan penurunan nilai tidak melebihi biaya perolehan diamortisasi sebelum pengakuan kerugian penurunan nilai dilakukan.

With the exception of AFS equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment on the date of the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

Dalam hal instrumen ekuitas AFS, kerugian penurunan nilai yang sebelumnya diakui dalam laporan laba rugi tidak boleh dipulihkan melalui laporan laba rugi. Setiap kenaikan nilai wajar setelah penurunan nilai diakui secara langsung ke ekuitas.

In respect of AFS equity instrument, impairment losses previously recognized in the statement of income are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized directly in equity.

Liabilitas Keuangan Liabilitas keuangan dikelompokkan kedalam kategori (i) Liabilitas keuangan yang diukur pada nilai wajar melalui laba rugi dan (ii) liabilitas keuangan yang diukur dengan biaya perolehan diamortisasi.

Financial Liabilities Financial liabilities are classified into (i) financial liabilities are measured at fair value through profit or loss, (ii) financial liabilities are measured at amortized cost.

a. Liabilitas keuangan yang diukur pada nilai wajar melalui laba rugi Nilai wajar liabilitas keuangan yang diukur pada nilai wajar melalui laba rugi adalah liabilitas keuangan yang ditujukan untuk diperdagangkan. Liabilitas keuangan diklasifikasikan sebagai diperdagangkan jika diperoleh terutama untuk tujuan dijual atau dibeli kembali dalam waktu

a. Financial liabilities are measured at fair value through profit or loss The fair value of financial liabilities measured at fair value through profit and loss is financial liabilities that are designated for trading. Financial liabilities are classified as trading if acquired primarily for the purpose of sale or repurchase in the near future and there is evidence of a recent actual pattern of

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dekat dan terdapat bukti mengenai pola ambil untung dalam jangka pendek terkini. Derivatif diklasifikasikan sebagai liabilitas diperdagangkan kecuali ditetapkan dan efektif sebagai instrumen lindung nilai.

short term profit taking. Derivatives are classified as trading liabilities except and effective as hedging instruments.

Pada saat pengakuan awal, liabilitas keuangan yang diukur pada FVTPL diakui pada nilai wajarnya. Biaya transaksi sehubungan dengan penerbitannya diakui pada laporan laba rugi periode berjalan. Kenaikan atau penurunan nilai wajar selanjutnya diakui pada laporan laba rugi.

At initial recognition, financial liabilities measured at FVTPL are measured at fair value. Transaction costs related to the issuance are recognised in the current period profit or loss. Subsequent increase or decrease in fair value is recognised in profit or loss.

Grup tidak memiliki liabilitas keuangan yang diukur pada nilai wajar melalui laba rugi.

The Group has no financial liabilities at fair value through profit or loss.

b. Liabilitas keuangan yang diukur dengan biaya perolehan diamortisasi Liabilitas keuangan yang tidak diklasifikasikan sebagai liabilitas keuangan yang diukur pada nilai wajar melalui laba rugi dikategorikan dan diukur dengan biaya perolehan diamortisasi dengan menggunakan metode suku bunga efektif.

b. Financial liabilities are measured at amortized cost.

Liabilitas keuangan diakui awalnya pada nilai wajar setelah dikurangi biaya transaksi yang dapat diatribusikan secara langsung dalam hal liabilitas keuangan selain derivatif.

Financial liabilities are recognized initially at fair value net of transaction costs that are directly attributable to financial liabilities other than derivatives.

Setelah pengakuan awal, utang bank dan utang pembiayaan/liabilitas lancar lainnya diukur pada biaya perolehan diamortisasi dengan menggunakan metode suku bunga efektif. Keuntungan atau kerugian diakui pada laba rugi komprehensif ketika liabilitas dihentikan pengakuannya dan melalui proses amortisasi.

After initial recognition, bank debt and debt financing/other current liabilities are measured at amortized cost using the effective interest method. Gains or losses are recognized in profit or loss when the liabilities are derecognized, and through the amortization process.

Grup memiliki utang usaha, utang kontraktor, utang lain-lain, beban akrual, utang bank, utang obligasi, utang bantuan pemerintah, utang kerjasama operasi, utang pembebasan tanah dan utang sewa pembiayaan yang diklasifikasikan sebagai liabilitas keuangan yang diukur dengan biaya perolehan diamortisasi.

The Group has account payables, contractor payables, other payables, accrued expenses, bank loans, bond payables, loans from government, liabilities under joint operation agreements, land acquisition liabilities and capital lease payable that classified as financial liabilities are measured at amortized cost.

Instrumen Ekuitas Instrumen ekuitas merupakan setiap kontrak yang memberikan hak residual atas aset suatu entitas setelah dikurangi dengan seluruh liabilitas.

Equity Instrument Equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all liabilities.

Biaya transaksi yang timbul dari transaksi ekuitas dicatat sebagai pengurang ekuitas (setelah dikurangi manfaat pajak penghasilan terkait), sepanjang biaya tersebut merupakan biaya tambahan yang dapat diatribusikan secara langsung dengan ekuitas, namun diabaikan jika tidak dapat diatribusikan secara langsung.

Transaction costs arising from equity transactions are recorded as a deduction from equity (net of related income tax benefit), provided that such costs are additional costs that are directly attributable to the equity, but ignored if it is not directly attributable.

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Financial liabilities that not classified as financial liabilities measured at fair value through profit or loss are classified in this category and are measured at amortized cost using effective interest method.

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Metode saham diperoleh kembali dicatat menggunakan metode biaya (cost method) sebesar nilai perolehan, disajikan sebagai pengurang akun Modal Saham.

Treasury share methods recorded the cost method amounted at cost, are presented as a deduction from Capital Stock account.

Estimasi nilai wajar Nilai wajar aset dan liabillitas keuangan diestimasi untuk keperluan pengakuan dan pengukuran atau untuk keperluan pengungkapan.

Fair Value Estimate The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

PSAK No. 60 “Instrumen Keuangan: Pengungkapan” mensyaratkan pengungkapkan atas pengukuran nilai wajar dengan tingkat hirarki nilai wajar sebagai berikut:

PSAK No. 60, ”Financial Instruments: Disclosures” requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:

(i) harga kuotasian (tidak disesuaikan) dalam pasar aktif untuk aset atau liabilitas yang identik (Tingkat 1)

(i) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1)

(ii) input selain harga kuotasian yang termasuk dalam Tingkat 1 yang dapat diobservasi untuk aset atau liabilitas, baik secara langsung (misalnya harga) atau secara tidak langsung (misalnya derivasi dari harga) (Tingkat 2), dan

(ii) inputs other than quoted prices included within Level 1 that are observable for the asset orliability, either directly (as prices) or indirectly (derived from prices) (Level 2), and

(iii) input untuk aset atau liabilitas yang bukan berdasarkan data pasar yang dapat diobservasi (input yang tidak dapat diobservasi) (Tingkat 3).

(iii) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

Nilai wajar untuk instrumen keuangan yang diperdagangkan di pasar aktif ditentukan berdasarkan kuotasi nilai pasar pada tanggal pelaporan. Kuotasi nilai pasar yang digunakan Grup untuk aset keuangan adalah harga penawaran (bid price), sedangkan untuk liabilitas keuangan menggunakan harga jual (ask price). Instrumen keuangan ini termasuk dalam Tingkat 1.

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current bid price, while financial liabilities use ask price. These instruments are included in Level 1.

Nilai wajar instrumen keuangan yang tidak diperdagangkan di pasar aktif ditentukan dengan menggunakan teknik penilaian tertentu. Teknik tersebut menggunakan data pasar yang dapat diobservasi sepanjang tersedia, dan seminimal mungkin tidak mengacu pada estimasi. Apabila seluruh input signifikan atas nilai wajar dapat diobservasi, instrumen keuangan ini termasuk dalam Tingkat 2.

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as minimum as possible on estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Jika satu atau lebih input yang signifikan tidak berdasarkan data pasar yang dapat diobservasi, maka instrumen tersebut masuk ke dalam Tingkat 3. Ini berlaku untuk surat-surat berharga ekuitas yang tidak diperdagangkan di bursa.

If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. This is the case for unlisted equity securities.

Teknik penilaian tertentu digunakan untuk menentukan nilai instrumen keuangan mencakup:

Specific valuation techniques used to value financial instruments include:

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 penggunaan harga yang diperoleh dari bursa atau pedagang efek untuk instrumen sejenis; dan  teknik lain, seperti analisis arus kas yang didiskonto digunakan untuk menentukan nilai instrumen keuangan lainnya.



Saling Hapus Instrumen Keuangan Aset keuangan dan liabilitas keuangan saling hapus buku dan nilai netonya disajikan dalam laporan posisi keuangan konsolidasian jika memiliki hak yang berkekuatan hukum untuk melakukan saling hapus buku atas jumlah yang telah diakui tersebut dan berniat untuk menyelesaikan secara neto atau untuk merealisasikan aset dan menyelesaikan liabilitasnya secara simultan.

Offsetting of Financial Instruments Financial assets and financial liabilities are offset and its net amount presented in the consolidated statement of financial position only if it has a legally enforceable right to set off the recognized amount; and intends either to settle on a net basis or to realize the assets and settle liabilities simultaneously.

Penghentian Pengakuan Penghentian pengakuan aset keuangan dilakukan ketika hak kontraktual atas arus kas yang berasal dari aset keuangan tersebut berakhir atau ketika aset keuangan tersebut telah ditransfer dan secara substansial seluruh risiko dan manfaat atas kepemilikan aset telah ditransfer (jika secara substansial seluruh risiko dan manfaat tidak ditransfer, maka Grup akan melakukan evaluasi untuk memastikan keterlibatan berkelanjutan atas kontrol yang masih dimiliki tidak mencegah penghentian pengakuan).

Derecognition Derecognition of a financial asset when the contractual rights to the cash flows from the financial asset expire or when the financial asset has been transferred and substantially all the risks and rewards of ownership have been transferred (if, substantially all the risks and rewards are not transferred, then the Group will conduct an evaluation to ensure ongoing involvement of the controls which are still not prevent derecognition).

Liabilitas keuangan dihentikan pengakuannya ketika liabilitas yang ditetapkan dalam kontrak dihentikan atau dibatalkan atau kadaluwarsa. Jika liabilitas keuangan yang ada digantikan dengan liabilitas lain dari pemberi pinjaman yang sama dengan persyaratan yang berbeda secara substansial, atau persyaratan dari liabilitas yang ada telah dimodifikasi secara substansial, pertukaran atau modifikasi tersebut diperlakukan sebagai penghentian pengakuan liabilitas awal dan pengakuan atas liabilitas baru, dan selisih antara masing-masing nilai tercatat liabilitas keuangan diakui dalam laporan laba rugi komprehensif.

Financial liabilities are derecognized when the liability specified in the contract is discharged or canceled or expire. If an existing financial liability is replaced by another liability from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of original liabilities and the recognition of a new liability, and the difference between the carrying amount of each financial liabilities are recognized in the statement of comprehensive income.

Metode Suku Bunga Efektif Metode suku bunga efektif adalah metode yang digunakan untuk menghitung biaya perolehan diamortisasi dari instrumen keuangan dan metode untuk mengalokasikan pendapatan bunga selama periode yang relevan. Suku bunga efektif adalah suku bunga yang secara tepat mendiskontokan estimasi penerimaan kas di masa datang (mencakup seluruh komisi dan bentuk lain yang dibayarkan dan diterima oleh para pihak dalam kontrak yang merupakan bagian yang tak terpisahkan dari suku bunga efektif, biaya transaksi dan premium dan diskonto lainnya) selama perkiraan umur instrumen keuangan, atau, jika lebih tepat, digunakan periode yang lebih singkat untuk memperoleh nilai tercatat bersih dari aset keuangan pada saat pengakuan awal.

Effective Interest Method The effective interest method is a method of calculating the amortized cost of a financial instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and others paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or, where appropriate, a shorter period to the net carrying amount on initial recognition.

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the use of quoted market prices or dealer quotes for similar instruments; and other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

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2.e. Kas dan Setara Kas Setara kas meliputi deposito jangka pendek yang jangka waktunya sama dengan atau kurang dari 3 (tiga) bulan sejak tanggal penempatannya dan tidak dijaminkan serta tidak dibatasi penggunaannya.

2.e. Cash and Cash Equivalents Cash equivalents consist of short-term deposits with maturities equal to 3 (three) months or less since the date of placement and are not pledged as collateral and not restricted.

2.f. Penurunan Nilai Aset Non Keuangan Pada setiap tanggal laporan posisi keuangan, Grup mereviu nilai tercatat aset non keuangan untuk menentukan ada tidaknya indikasi penurunan nilai aset. Dalam menilai apakah terdapat indikasi bahwa aset mungkin mengalami penurunan nilai, entitas harus mempertimbangkan informasi dari sumber eksternal maupun informasi dari sumber internal untuk menentukan adanya indikasi tersebut. Jika terdapat indikasi penurunan nilai aset, jumlah yang terpulihkan dari aset tersebut diestimasi untuk menentukan besarnya jumlah penurunan nilai aset, jika ada. Jika estimasi jumlah terpulihkan tidak dapat dilakukan secara individual, Grup melakukan estimasi jumlah terpulihkan dari unit penghasil kas dimana aset tersebut berada.

2.f. Impairment of Non Financial Assets At each statement of financial position date, the Group reviews the carrying amounts of their nonfinancial assets to determine whether there is any indication that those assets have suffered an impairment loss. In assesing whether there is any indication that an assets may be impaired, an entity shall consider from external and internal sources of information. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimate the recoverable amount of the cashgenerating unit to which the asset belongs.

Jika suatu jumlah terpulihkan dari suatu aset atau unit penghasil kas ditaksir lebih kecil dari nilai tercatatnya, nilai tercatat aset tersebut atau unit penghasil kasnya harus diturunkan menjadi sebesar jumlah terpulihkan. Rugi penurunan nilai aset segera diakui sebagai beban pada laporan laba rugi komprehensif, kecuali aset tersebut dicatat dengan metode revaluasi, maka rugi penurunan nilai diperlakukan sebagai penurunan revaluasi dan diakui sebagai rugi pada laporan laba rugi komprehensif konsolidasian.

If the recoverable amount of the asset or cashgenerating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cashgenerating unit is reduced to its recoverable amount. An impairment loss is recognized immediately in statements of comprehensive income, unless the relevant asset is carried at revaluation model, in which case the impairment loss is treated as a revaluation decrease and is recognized as loss in the consolidated statements of comprehensive income.

Kerugian penurunan nilai yang telah diakui dalam tahun sebelumnya untuk aset selain goodwill dibalik hanya jika terdapat perubahan asumsi-asumsi yang digunakan untuk menentukan jumlah terpulihkan aset tersebut sejak rugi penurunan nilai terakhir diakui. Dalam hal ini, jumlah tercatat aset dinaikkan ke jumlah terpulihkannya. Pembalikan tersebut dibatasi sehingga jumlah tercatat aset tidak melebihi jumlah terpulihkannya maupun jumlah tercatat, setelah penyusutan, seandainya tidak ada rugi penurunan nilai yang telah diakui untuk aset tersebut pada tahun sebelumnya.

A previously recognized impairment loss for an asset other than goodwill is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceeds the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior year.

Pembalikan rugi penurunan nilai diakui dalam laporan laba rugi komprehensif konsolidasian. Setelah pembalikan tersebut, penyusutan aset tersebut disesuaikan di tahun mendatang untuk mengalokasikan jumlah tercatat aset yang direvisi, dikurangi nilai sisanya, dengan dasar yang sistematis selama sisa umur manfaatnya.

Reversal of an impairment loss is recognized in the consolidated statements of comprehensive income. After such a reversal, the depreciation charge on the said asset is adjusted in future years to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

2.g. Biaya Dibayar Dimuka Biaya dibayar di muka dibebankan dalam laporan laba rugi sesuai masa manfaatnya.

2.g. Prepaid Expense Prepaid expenses are charged to the statements of income in accordance with the beneficial periods.

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2.h. Aset Tetap Aset tetap pada awalnya diakui sebesar harga perolehan. Setelah pengakuan awal, dipertanggungjawabkan dengan menggunakan model biaya dan dinyatakan sebesar harga perolehan dikurangi dengan akumulasi penyusutan dan penyisihan penurunan nilai.

2.h. Property and Equipment Property and equipment, initially stated at acquisition cost. After initial recognition, measured based on cost method and stated at cost less accumulated depreciation and provision for impairment.

Aset tetap disusutkan dengan menggunakan metode garis lurus (straight line method) sepanjang estimasi masa manfaatnya sebagai berikut:

Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets as follows:

Tahun/ Years Gedung Kantor dan Bangunan Lain Peralatan Operasional dan Kantor Kendaraan Bermotor

20 3-5 3-5

Office and Other Buildings Operational and Office Equipment Vehicles

Hak atas tanah dinyatakan sebesar biaya perolehan dan tidak disusutkan.

Land rights is stated at cost and not depreciated.

Biaya pemeliharaan dan perbaikan dibebankan ke dalam Iaporan laba rugi pada saat terjadinya, sedangkan pemugaran dan penambahan dalam jumlah material dikapitalisasi.

The cost of maintenance and repairs is charged to the statements of income as incurred, significant renewals and betterment are capitalized.

Aset tetap dalam penyelesaian disajikan sebagai bagian dalam aset tetap dan dinyatakan sebesar biaya perolehan. Semua biaya, termasuk biaya pinjaman, yang terjadi sehubungan dengan pembangunan aset tersebut dikapitalisasi sebagai bagian dari biaya perolehan aset tetap dalam penyelesaian. Akumulasi biaya perolehan yang akan dipindahkan ke masing-masing aset tetap yang bersangkutan pada saat aset tersebut selesai dikerjakan atau siap digunakan dan disusutkan sejak beroperasi.

Construction in progress are presented as part of property and equipment and stated at cost. All costs, including borrowing costs, incurred in connection with the construction of assets are capitalized as part of the cost of fixed assets in progress. The accumulated cost will be reclassified to the appropriate fixed asset account when the asset is completed or ready for use and depreciated since the operation.

Jumlah tercatat aset tetap dihentikan pengakuannya pada saat dilepaskan atau saat tidak ada manfaat ekonomis masa depan yang diharapkan dari penggunaan atau pelepasannya. Laba atau rugi yang timbul dari penghentian pengakuan aset (dihitung sebagai perbedaan antara jumlah neto hasil pelepasan dan jumlah tercatat dari aset) dimasukkan dalam laporan laba rugi komprehensif pada tahun aset tersebut dihentikan pengakuannya.

An item of fixed assets is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statements of comprehensive income in the year the asset is derecognized.

Pada setiap akhir tahun, Grup melakukan penelaahan berkala atas masa manfaat ekonomis aset, nilai residu, metode penyusutan dan sisa umur pemakaian berdasarkan kondisi teknis. Pengaruh dari setiap perubahan estimasi tersebut berlaku prospektif.

Each year end, the Group periodically reviews the useful lives of the assets, asset’s residual value, depreciation method and the remaining usage expectation based on technical specification. Effect of any changes in estimated accounted for on a prospective basis.

2.i. Sewa Apabila dalam suatu kontrak sewa porsi yang signifikan atas risiko dan manfaat kepemilikan aset tetap berada ditangan lessor, maka sewa tersebut diklasifikasikan sebagai sewa operasi. Pembayaran sewa operasi

2.i. Lease Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the consolidated

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dibebankan ke laporan laba rugi komprehensif konsolidasian atas dasar garis lurus yang masa manfaatnya adalah 5 tahun.

statements of comprehensive income on a straight-line basis with useful life for 5 years.

Sewa aset tetap dimana Grup memiliki secara substansi seluruh risiko dan manfaat kepemilikan aset diklasifikasikan sebagai sewa pembiayaan. Sewa pembiayaan dikapitalisasi pada awal masa sewa sebesar nilai yang lebih rendah antara nilai wajar aset sewaan dan nilai kini pembayaran sewa minimum.

Leases of property and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Capital leases are capitalized at the leases’ commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.

Setiap pembayaran sewa dialokasikan antara bagian yang merupakan pelunasan liabilitas dan bagian yang merupakan biaya keuangan sedemikian rupa sehingga menghasilkan tingkat suku bunga yang konstan atas saldo pembiayaan. Unsur bunga dalam biaya keuangan dibebankan di laporan laba rugi komprehensif konsolidasian selama masa sewa sehingga menghasilkan suatu tingkat suku bunga periodik yang konstan atas saldo liabilitas setiap tahun. Aset tetap yang diperoleh melalui sewa pembiayaan disusutkan dengan metode yang sama dengan metode penyusutan aset tetap yang dimiliki sendiri. Jika tidak terdapat kepastian yang memadai bahwa Grup akan mendapatkan kepemilikan atas aset pada akhir masa sewa, aset tersebut disusutkan selama jangka waktu yang lebih pendek antara umur manfaat aset dan masa sewa.

Each lease payment is allocated between the liabilities and finance charges so as to achieve a constant rate of interest on the outstanding balance. The interest elements of the finance charges is charged to the consolidated statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each year. Property and equipment acquired under finance leases are depreciated similarly to owned assets. If there is no reasonable certainty that the Group will hold the ownership by the end of the lease term, the asset is depreciated over the shorter of the useful life of the asset and the lease term.

Grup memiliki peralatan tol yang pembangunannya didanai oleh pihak ketiga, selanjutnya pihak ketiga menyewakan peralatan tol tersebut kepada Grup yang dapat dikategorikan sebagai sewa pembiayaan.

The Group has toll equipment which its construction was funded by third party, and then third party lease such toll equipment to the Group and this can be classified as a Capital lease.

2.j. Investasi pada Entitas Asosiasi Entitas asosiasi adalah suatu perusahaan dimana Grup mempunyai pengaruh yang signifikan, namun tidak mempunyai pengendalian atau pengendalian bersama, melalui partisipasi dalam pengambilan keputusan atas kebijakan finansial dan operasional investi.

2.j. Investments in Associates An associate is an entity over which the Group have a significant influence, but does not have control or joint control, through participation in decision-making over financial and operating policies of investee.

Investasi pada entitas asosiasi dicatat dengan metode ekuitas, yaitu pada awalnya investasi dicatat sebesar biaya perolehan dan selanjutnya disesuaikan untuk perubahan dalam bagian kepemilikan Grup atas aset bersih entitas asosiasi yang terjadi setelah perolehan, dikurangi dengan penurunan nilai yang ditentukan untuk setiap investasi secara individu.

Investments in associates are accounted for using the equity method, the investment is initially recorded at cost and subsequently adjusted for changes in the Group’s ownership on net assets of the entity after the acquisition of the associate, less any impairment in value is determined for each investment individually.

Bagian Grup atas kerugian entitas asosiasi yang melebihi nilai tercatat dari investasi (yang mencakup semua kepentingan jangka panjang, secara substansi, membentuk investasi neto Grup dalam entitas asosiasi) maka Grup akan menghentikan pengakuan bagian atas ruginya lebih lanjut.

If Groups share of losses of Subsidiaries and associates exceed of the carrying amount of the investment (which includes all long-term interest, in substance, form part of the Group’s net investment in associates) the Group will discontinue recognising its shares of further losses.

Grup akan menentukan pada setiap tanggal pelaporan apakah terdapat bukti yang obyektif yang mengindikasikan bahwa investasi pada entitas asosiasi

The Group will determine at each reporting date whether there is objective evidence which indicates that investments in associates maybe impaired. In case

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mengalami penurunan nilai. Dalam hal ada indikasi tersebut, jumlah penurunan nilai dihitung berdasarkan selisih antara jumlah terpulihkan dengan nilai tercatat investasi pada entitas asosiasi, dan mengakuinya sebagai kerugian dalam laporan laba rugi komprehensif konsolidasian.

there is any indication, the impairment amount is calculated based on the difference between the recoverable amount to the carrying value of investments in associates, and recognized as a loss in the consolidated statements of comprehensive income.

2.k. Hak Pengusahaan Jalan Tol Aset hak konsesi merupakan hak Grup untuk membebankan pengguna jasa publik berdasarkan perjanjian jasa konsesi. Aset hak konsesi dicatat pada nilai wajar dari imbalan yang diterima atau akan diterima atas jasa kontrak konstruksi yang diberikan ditambah dengan margin konstruksi yang telah ditentukan oleh manajemen. Aset hak konsesi ini diamortisasi selama masa hak konsesi dengan menggunakan metode garis lurus sebagai berikut:

2.k. Toll Road Concession Rights Concession assets are the Group’s rights to charge users of public services based on concession services arrangements. Concession assets are recorded at fair value of benefit that received or to be received for construction services rendered. These concession assets are intangible assets which are amortized over the concession period using the straight-line method as follows:

-

Melalui Kepemilikan Langsung/ Direct Ownership: Ruas Jalan Tol/ Toll Roads

Jakarta – Bogor – Ciawi Jakarta – Tangerang Surabaya – Gempol Jakarta – Cikampek Padalarang – Cileunyi Prof. Dr. Ir. Sedyatmo Cawang – Tomang – Pluit Belawan – Medan – Tanjung Morawa Semarang Seksi A, B & C Pondok Aren – Bintaro Viaduct – Ulujami Palimanan – Kanci Jakarta Outer Ring Road (JORR) Section E1, E2, E3 & W2 Cikampek – Padalarang

-

Tahun/ Years 40 40 40 40 40 40 40 40 40 40 40 40 40

Melalui entitas anak/ Through Subsidiaries: Ruas Jalan Tol/ Toll Roads Bogor Outer Ring Road Kunciran – Cengkareng Kunciran – Serpong JORR W2 Utara Surabaya – Mojokerto Gempol – Pasuruan Gempol – Pandaan Semarang – Solo Nusa Dua – Tanjung Benoa Medan – Kualanamu – Tebing Tinggi

45 35 35 40 42 45 35 45 45 40

Biaya Konstruksi Biaya konstruksi merupakan seluruh biaya konstruksi pembangunan jalan tol atau peningkatan kapasitas jalan tol yang meliputi pengadaan tanah, studi kelayakan dan biaya-biaya lain yang berhubungan langsung dengan pembangunan jalan tol, termasuk biaya pembangunan d1/February 6, 2015

Tahun/ Years

Construction Cost Construction Cost comprehend all the amount of toll road construction costs or toll road escalation consisting of land acquisition cost, feasibility study cost and other costs that are directly related to toll road construction, including construction costs for access roads, alternative 31

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jalan akses ke jalan tol, jalan alternatif dan fasilitas jalan umum yang disyaratkan, ditambah biaya pinjaman lain yang secara langsung digunakan untuk mendanai proses pembangunan aset tersebut. Biaya pinjaman dikapitalisasi sampai dengan saat proses pembangunan tersebut selesai dan dioperasikan.

roads and required public road facilities, interest and other borrowing costs, either directly or indirectly used for financing the development of assets. These borrowing costs are capitalized until the construction accomplished and operated.

Grup mencatat pendapatan dan biaya konstruksi bersamaan dengan pengakuan aset takberwujud pada tahap konstruksi.

The Group accounted for construction revenue and construction cost at the same time recognition of intangible asset during construction phase.

Aset Takberwujud Lainnya Biaya-biaya Pra-Konstruksi yakni biaya-biaya yang terkait dengan perolehan tanah yang disiapkan untuk konstruksi jalan tol dicatat sebagai aset takberwujud lainnya dan nilai buku perangkat lunak.

Other Intangible Assets Pre-Construction costs which are costs associated with the acquisition of land prepared for construction of toll roads are recorded as part of other intangible asset and book value of software.

Aset Kerjasama Operasi

Joint Operation Assets

Jalan tol yang pembangunannya didanai oleh investor tanpa kuasa penyelenggaraan dengan pola bagi pendapatan atau bagi hasil tol untuk masa tertentu, dan pengoperasiannya dikendalikan oleh Perusahaan, dicatat oleh Perusahaan sebagai jalan tol kerjasama operasi dan Perusahaan mengakui liabilitas (jangka panjang) kerjasama operasi pada saat jalan tol selesai dibangun dan diserahkan oleh investor untuk dioperasikan.

The construction of toll road is funded by investors without operation rights under revenue or profit sharing scheme for certain period of time, and the operation is controlled by the Company, is recorded by the Company as joint operation toll road and the Company recognized joint operation liabilities (long term) when the construction is completed and transferred by the investor to be operated.

Jalan tol kerjasama operasi disusutkan selama masa hak pengusahaan jalan tol pada saat aset selesai dibangun dan diserahkan oleh investor untuk dioperasikan Perusahaan dengan menggunakan metode garis lurus (straight-line method).

Joint operation toll roads are depreciated over their respective concession periods using the straight line method, commencing from the time the asset has been completely built and transferred from the investor to be operated by the Company.

Sehubungan dengan pelaksanaan Undang-undang Jalan No.38 Tahun 2004, Perusahaan telah memperoleh hak pengusahaan jalan tol (hak konsesi) untuk 13 ruas jalan tol yang diusahakannya menurut Perjanjian Pengusahaan Jalan Tol (PPJT) pada 7 Juli 2006 selama 40 tahun yang berlaku efektif sejak 1 Januari 2005 sampai dengan 31 Desember 2044. Penerimaan hak pengusahaan jalan tol tersebut berdampak pada perubahan taksiran masa manfaat aset tetap khususnya pada kelompok aset Jalan dan Jembatan dan perubahan klasifikasi aset Jalan dan Jembatan yang sebelumnya dikelompokkan sebagai Aset Pemilikan Langsung dan Jalan Tol Kerjasama Operasi menjadi kelompok Aset Hak Pengusahaan Jalan Tol.

In connection with the implementation of the Law No.38 of 2004 regarding Roads, the Company received concession rights for 13 toll road sections that were operated or under construction by the Company based on separate Toll Road Concession Agreements, each dated July 7, 2006, for a period of 40 years from January 1, 2005 to December 31, 2044. The Company's receipt of these concession rights resulted in an extension of estimated useful life of roads and bridges assets and the need for reclassification of the roads and bridges assets from Direct Ownership Assets and Joint Operation Toll Roads categories into Concession Rights Assets category.

Sebelum diterimanya hak pengusahaan jalan tol pada tanggal 1 Januari 2005, aset jalan tol yang terdiri dari aset Jalan dan Jembatan dan aset Jalan Tol Kerjasama Operasi disusutkan selama masa manfaat ekonomi diestimasi sejak perolehan aset. Setelah diterimanya hak pengusahaan jalan tol pada tanggal 1 Januari 2005, taksiran masa manfaat aset Jalan dan Jembatan dan

Prior to the accepted of these concession rights on January 1, 2005, the toll road assets consisting of roads and bridges and joint operation toll roads were depreciated over their estimated economic useful life. Since January 1, 2005, their estimated economic useful life of roads and bridges and joint operation toll roads have been extended through the end of the concession

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Jalan Tol Kerjasama Operasi diperpanjang menjadi selama masa hak pengusahaan jalan tol yang diterima dan disusutkan setiap tahunnya sebesar nilai buku aset Jalan dan Jembatan pada 1 Januari 2005 dibagi dengan masa hak pengusahaan jalan tol.

period and the assets are depreciated annually based on their book value as of January 1, 2005 divided by the concession period.

Aset takberwujud dihentikan pengakuannya jika dilepas atau ketika tidak terdapat lagi manfaat ekonomi masa depan yang diperkirakan dari penggunaannya atau pelepasannya. Keuntungan atau kerugian yang muncul dari penghentian pengakuan aset takberwujud ditentukan sebagai selisih antara hasil neto pelepasan (jika ada) dan jumlah tercatat aset. Keuntungan atau kerugian diakui dalam laba rugi ketika aset tersebut dihentikan pengakuannya. Keuntungan tidak diakui sebagai pendapatan.

An intangible asset shall be derecognised on disposal or when no future economic benefits are expected from its use or disposal. The gain or loss arising from the derecognition of an intangible asset shall be determined as the difference between the net disposal proceeds, if any, and the carrying amount of the asset. It shall be recognised in profit or loss when the asset is derecognised. Gain shall not be recognized as revenue.

2.l. Provisi Pelapisan Jalan Tol Dalam pengoperasian jalan tol, Grup mempunyai kewajiban untuk menjaga kualitas sesuai dengan SPM (Standar Pelayanan Minimum) yang ditetapkan oleh Kementerian Pekerjaan Umum, yaitu dengan melakukan pelapisan ulang jalan tol secara berkala. Biaya pelapisan ini akan dicadangkan secara berkala berdasarkan estimasi seiring dengan penggunaan jalan tol oleh pelanggan. Provisi diukur dengan nilai kini atas estimasi manajemen terhadap pengeluaran yang diperlukan untuk menyelesaikan liabilitas kini pada tanggal pelaporan.

2.l. Provision for Overlay In operating toll roads, the Group is obliged to maintain the quality in accordance with the SPM (Minimum Service Standards) that have been established by the Ministry of Public Works that is by perfoming overlay regularly. The cost of this overlay will periodically be provision based on estimation with the utilization of toll road by customers. This provision is measured using the present value of management‘s estimate of expenditures required to settle present obligation at the reporting date.

2.m. Utang Obligasi dan Biaya Emisi Obligasi Utang obligasi disajikan sebesar nilai nominal setelah memperhitungkan amortisasi premium atau diskonto. Biaya emisi obligasi merupakan biaya transaksi yang dikurangkan langsung dari hasil emisi dalam menentukan hasil emisi bersih obligasi. Selisih antara hasil emisi bersih dengan nilai nominal merupakan diskonto atau premium dan diamortisasi selama jangka waktu obligasi yang bersangkutan.

2.m. Bonds Payable and Bond Issuance Costs Bonds payable are presented at par value net of amortized premium or discount. Bond issuance costs represent transaction costs which are directly deducted from issuance proceeds to reflect the net proceeds of the bonds. The difference between net bond proceeds and the par value of the bonds represents a discount or premium which will be amortized over the outstanding period of the bond.

2.n. Biaya Emisi Saham Biaya emisi saham disajikan sebagai pengurang dalam akun Tambahan Modal Disetor.

2.n. Stock Issuance Costs Stock issuance costs are presented as deduction to the Additional Paid in Capital.

2.o. Pengakuan Pendapatan dan Beban Pendapatan Konstruksi Grup mengakui aset takberwujud atas jasa konstruksi dan peningkatan kemampuan dimana Grup menerima hak (lisensi) untuk membebankan pengguna jasa publik. Suatu hak untuk membebankan pengguna jasa publik bukan merupakan hak tanpa syarat untuk menerima kas karena jumlahnya bergantung pada sejauh mana publik menggunakan jasa. Pada fase konstruksi, Grup mencatat aset takberwujud dan mengakui pendapatan dan biaya konstruksi sesuai dengan basis kontrak biayaplus.

2.o. Revenue and Expense Recognition Construction Revenues The Group recognizes intangible assets of construction services and increased capacity in which the Group receives the rights (license) to charge users of public services. A right to charge users of public services is not an unconditional right to receive cash because the amounts depend on the extent of public using the service. In the construction period, the Group recorded intangible assets and recognize revenues and costs of construction by using cost-plus contract basis.

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Pendapatan Tol Pendapatan tol dari hasil pengoperasian jalan tol dicatat pada saat penjualan karcis tol dan/atau jasa telah diberikan. Pendapatan tol dari hasil kerjasama pengoperasian jalan tol dengan investor dengan kuasa penyelenggaraan diakui pada saat penjualan karcis tol setelah dikurangi bagian investor tersebut. Pembayaran kepada investor tanpa kuasa penyelenggaraan dicatat sebagai angsuran liabilitas kerjasama operasi. Selisih antara jumlah pembayaran ini dengan angsuran liabilitas kerjasama operasi dicatat sebagai beban atau penghasilan kerjasama operasi.

Toll Revenues Revenue from toll road operations is recognized when toll tickets are sold and/or services are rendered. Revenue from profit sharing arrangement between the recognized when toll tickets are sold, net of investor's share. Payments to investors without operating rights are recorded as a mandatory installment under joint operation. The excess of total payment over mandatory installment under joint operation is recorded as joint operation expense or revenue.

Pendapatan Usaha Lainnya Pendapatan sewa iklan, lahan dan tempat peristirahatan serta pendapatan jasa pengoperasian diakui sesuai periode yang sudah berjalan dalam tahun yang bersangkutan. Pendapatan diterima di muka untuk periode yang belum berjalan diakui sebagai pendapatan diterima di muka dan disajikan di laporan posisi keuangan sebagai liabilitas.

Other Operating Revenues Revenues from advertisement, space and rest area rental and income from toll road operating service are recognized when earned. Advances received not yet earned are recognized as unearned revenue and are presented in the statements of financial position as a liability.

Pendapatan Lainnya Pendapatan dividen dari aset keuangan lainnya diakui pada saat pembagian dividen diumumkan. Pendapatan lainnya diakui atas dasar akrual.

Other Income Dividend income from other financial asset is recognized when the dividend distribution has been declared. Other income is recognized based on accrual basis.

Beban Beban diakui pada saat terjadinya (basis akrual).

Expenses Expenses are recognized when incurred (accrual basis).

Beban Konstruksi Beban konstruksi diakui sejak kegiatan konstruksi dimulai sampai dengan proses pembangunan aset selesai dan siap untuk digunakan.

Construction Cost Construction cost are recognized during construction stage up to construction activity was finished and asset ready to use.

2.p. Transaksi dan Saldo Dalam Mata Uang Asing Grup menyelenggarakan pembukuannya dalam mata uang Rupiah. Transaksi-transaksi dalam mata uang asing dicatat dengan kurs yang berlaku pada saat terjadinya transaksi. Pada tanggal pelaporan, aset dan liabilitas moneter dalam mata uang asing dijabarkan dalam mata uang Rupiah dengan kurs tengah Bank Indonesia yang berlaku pada tanggal tersebut sebagai berikut:

2.p. Transactions and Balances in Foreign Currencies The Group maintains its accounting records in Rupiah. Transactions involving foreign currencies are recorded at the rate of exchange prevailing at the time of the transactions. At reporting, monetary assets and liabilities denominated in foreign currencies are translated to Rupiah using the Bank of Indonesia middle rate of exchange at such date, as follows:

2014 Rp Dolar Amerika Serikat

2013 Rp

12,440

12,189

United States Dollar

Keuntungan atau kerugian yang timbul sebagai akibat dari penjabaran aset dan liabilitas dalam mata uang asing dicatat sebagai laba atau rugi tahun berjalan.

Any resulting gains or losses on the translation of foreign currency assets and liabilities are recorded as profit or loss in the current year

2.q. Pajak Penghasilan Seluruh perbedaan temporer antara jumlah tercatat aset dan liabilitas dengan dasar pengenaan pajaknya diakui sebagai pajak tangguhan dengan metode liabilitas (liability method). Pajak tangguhan diukur dengan tarif pajak yang berlaku saat ini.

2.q. Income Tax All temporary differences between the tax base of assets and liabilities and their carrying value for financial reporting purposes are recognized as deferred tax using the liability method. Deferred tax is calculated using currently enacted tax rates.

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Saldo rugi fiskal yang dapat dikompensasi diakui sebagai aset pajak tangguhan apabila besar kemungkinan bahwa jumlah laba fiskal mendatang akan memadai untuk dikompensasi. Koreksi terhadap kewajiban perpajakan diakui saat surat ketetapan pajak diterima atau jika Grup mengajukan keberatan dan banding maka pada saat keputusan atas keberatan dan banding tersebut telah ditetapkan.

Deferred tax assets relating to the carry forward of unused tax losses are recognized to the extent that if is probable that future taxable profit will be available against which the unused tax losses can be utilized. Amendments to taxation obligations are recognized when tax assessment letters are received or, if the Group submitted an objection and appeal when the results of the objection or appeal are determined.

Aset dan liabilitas pajak tangguhan saling hapus jika dan hanya jika terdapat hak yang dapat dipaksakan secara hukum untuk melakukan saling hapus aset pajak kini dan liabilitas pajak kini dan aset dan liabilitas pajak tangguhan yang terkait dengan pajak penghasilan yang dikenakan oleh otoritas perpajakan yang sama, baik atas entitas kena pajak yang sama ataupun berbeda dan adanya niat untuk menyelesaikan saldo-saldo tersebut secara neto. Saling hapus pajak

Deferred tax assets and liability offset if, and only if there is a legally enforceable right to set off, current tax asset and current tax liability and tax deferred assets and liability related to income taxes levied by the same taxation authority, both on the same entity's taxable or different taxable entity and there is an intention to settle the outstanding balance on net balance.

Pajak penghasilan kini dihitung dari laba kena pajak, yaitu laba yang telah disesuaikan dengan peraturan pajak yang berlaku.

Current income tax is calculated from taxable income which is net income adjusted under the current tax regulations.

Saling hapus atas aset pajak tangguhan dan liabilitas pajak tangguhan dilakukan jika, dan hanya jika, entitas:

Deferred tax assets dan deferred tax liabilites are offset if, and only if, the entity:

1). memiliki hak yang dapat dipaksakan secara hukum untuk melakukan saling hapus aset pajak kini terhadap liabilitas pajak kini; dan 2). aset pajak tangguhan dan liabilitas pajak tangguhan terkait dengan pajak penghasilan yang dikenakan oleh otoritas pajak yang sama atas entitas kena pajak yang sama.

1)

has a legally enforceable right to set off current tax asset against current tax liability; and

2)

the deferred tax asset and the deferred tax liability relate to income taxes levied by the same tax authority on the same taxable entity.

2.r. Imbalan Kerja Program Pensiun Nilai kini liabilitas pasca kerja tergantung pada beberapa faktor yang ditentukan dengan dasar aktuarial berdasarkan beberapa asumsi. Asumsi yang digunakan untuk menentukan biaya (penghasilan) pensiun neto mencakup tingkat diskonto. Perubahan asumsi ini akan mempengaruhi jumlah tercatat imbalan pasca kerja.

2.r. Employee Benefits Pension Program The present value of post employment benefit depends on several factors which are determined by actuarial basis based on several assumptions. Assumptions used to determine pension costs (benefits) covered discount rate. The changes of assumption might affect carrying value of post employment benefit.

Perusahaan menentukan tingkat diskonto yang sesuai pada akhir periode pelaporan, dengan mempertimbangkan tingkat suku bunga obligasi pemerintah yang didenominasi dalam mata uang imbalan yang akan dibayar dan memiliki jangka waktu yang serupa dengan jangka waktu liabilitas yang terkait.

The Company determines the appropriate discount rate at the end reporting period, by considering the discount rate of government’s bond which denominated in currency of benefit and of that will be paid and have a similar terms with the terms of the related liabilities.

Perusahaan menyelenggarakan program pensiun manfaat pasti untuk pegawai tetap yang dikelola oleh Dana Pensiun Jasa Marga (DPJM). Manfaat pensiun yang akan dibayar dihitung berdasarkan penghasilan dasar pensiun dan masa kerja pegawai.

The Company provides a defined benefit pension plan covering all permanent employees which is managed by the Jasa Marga Pension Fund (DPJM). Pension benefit to be paid are determined based on basic pension income and the period of the employment.

DPJM telah mendapat persetujuan dari Menteri Keuangan Republik Indonesia No.KEP370/KM.17/1997, tanggal 15 Juli 1997 dan diperbaharui

The DPJM has been approved by the Decree of the Ministry of Finance of the Republic of Indonesia No.KEP370/KM.17/1997, dated July 15, 1997 and amended by

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Untuk Tahun-tahun yang Berakhir pada 31 Desember 2014 dan 2013 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain) dengan Surat Keputusan tanggal 14 September 2004.


No.KEP-379/KM.6/2004,

the Decree No.KEP-379/KM.6/2004, dated September 14, 2004.

Jumlah iuran karyawan untuk program pensiun sebesar 3% dari gaji pokok dan sisa pendanaan sebesar 7,48% menjadi beban Perusahaan.

The employees contribute 3% of their basic salaries to the plan and the remaining funding of 7.48% is contributed by the Company.

Program Purna Karya Berdasarkan Surat Keputusan Direksi No. 163/KPTS/2003, tanggal 23 September 2003, Perusahaan akan memberikan tunjangan purna karya berupa pembayaran sekaligus sebanyak 24 kali penghasilan terakhir (diluar lembur dan tunjangan pajak) kepada karyawan yang berhenti bekerja karena pensiun, meninggal, atau cacat. Bagi karyawan yang memasuki usia pensiun dipersyaratkan memiliki masa kerja minimal 25 tahun. Surat keputusan ini berlaku efektif sejak 1 Januari 2003.

Post Retirement Benefit Program Based on the Company’s Directors Decree No. 163/KPTS/2003, dated September 23, 2003, the Company provides retirement benefit which is equal to 24 times the monthly salary (excluding overtime and tax allowance) for employees who cease work due to retirement, death, or disability. Employees who have reached retirement age are required to have a minimum working period of 25 years to obtain this benefit. This decree was effective on January 1, 2003.

Jumlah iuran premi coming service setiap bulan adalah sebesar 6% dari Penghasilan Dasar Asuransi (PhDA) dengan proporsi Perusahaan dan karyawan masingmasing sebesar 4% dan 2% dari PhDA.

The amount premium contribution coming service each month is 6% from insurance basic income with representing by the Company and employee proportion 4% and 2% from insurance basic income, respectively.

Perusahaan mengadakan kontrak kerjasama pengelolaan program Purna Karya karyawan dengan AJB Bumiputera 1912, melalui Perjanjian No. 34/Kontrak-DIR/2007 dan No. 441/AJB/JM/ PKS/12/07, tanggal 19 Desember 2007. Program Purna Karya dalam kontrak ini akan memberikan manfaat dalam bentuk uang purna karya secara sekaligus (lumpsum) kepada karyawan tetap yang berhenti bekerja.

The Company entered into cooperation agreement to manage employee Post Retirement with AJB Bumiputera 1912, through agreement No. 34/Kontrak-DIR/2007 and No. 441/AJB/JM/PKS/12/07, dated December 19, 2007. The post retirement in this contract will give a benefit in post retirement cash in lump sum to the resign permanent employee.

Program Kesehatan Pensiunan Berdasarkan Surat Keputusan Direksi No. 165/KPTS/2003, tanggal 23 September 2003, tentang Penyempurnaan Kedua Keputusan Direksi No. 61/KPTS/2001 tentang Pengelolaan Pemeliharaan Kesehatan Pensiunan dan Keluarga, yang bertujuan untuk tetap menjaga agar pensiunan dan keluarga pensiunan dapat melakukan pola hidup sehat dan memiliki produktivitas yang tinggi, keluarga pensiunan yang mendapat bantuan pengobatan dari Perusahaan dibatasi dengan jumlah anak sebanyak-banyaknya 3 orang dan telah terdaftar di Perusahaan.

Pension Healthcare Program Based on the Directors’ Decree No. 165/KPTS/2003, dated September 23, 2003 regarding The Second Improvement of the Directors’ Decrees No. 61/KPTS/2001 regarding The Management of Health Maintenance for the Pensioner and Family, which its objective is to allow the pensionary and their family to have a healthy life and high productivity, the pensionary family that are eligible to receive medical assistance from the Company are limited to 3 children that are registered with the Company.

Perusahaan menghitung liabilitas imbalan pasca kerja dengan metode projected unit credit, sesuai dengan PSAK 24 (Revisi 20010). Biaya jasa kini diakui sebagai beban pada tahun berjalan. Biaya jasa lalu sebagai dampak perubahan asumsi aktuaria bagi karyawan aktif diakui dalam laporan laba rugi selama sisa masa kerja rata-rata karyawan tersebut. Imbalan kerja atas pemutusan hubungan kerja diakui sebagai liabilitas dan beban pada saat terjadi.

Based on PSAK 24 (Revised 2010), the Company has calculated the liability for other employee benefits using the projected unit credit method. Current service cost is recognized as an expense in the current year. Past service cost, actuarial adjustments and the effect of changes in actuarial assumptions for active employees are recognized in statements of income over the estimated average remaining working period of those employees. Employee benefits for terminations are recognized as liabilities and expenses when these occur.

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Entitas Anak Program Pensiun PT Jalantol Lingkarluar Jakarta (JLJ) menyelenggarakan program pensiun iuran pasti untuk semua karyawan tetapnya. Program pensiun didanai seluruhnya oleh JLJ. Kontribusi yang diberikan JLJ dibebankan pada laporan laba rugi tahun berjalan.

Subsidiaries Pension Program PT Jalantol Lingkarluar Jakarta (JLJ) provides a defined contribution pension program covering all permanent employees. The pension program is entirely funded by JLJ. The contribution borne by JLJ is charged to the statement of income in the current period.

Program Imbalan Kerja Lainnya JLJ, JLP, TMJ dan MNA (Entitas Anak) membukukan liabilitas program imbalan kerja sesuai dengan Undangundang Ketenagakerjaan No.13 Tahun 2003. Sesuai dengan PSAK 24 (Revisi 2010), liabilitas atas masa kerja lalu diestimasi dengan menggunakan metode projected unit credit. Tidak terdapat pendanaan yang disisihkan oleh Entitas Anak sehubungan dengan estimasi liabilitas tersebut.

Other Employee Benefit Program JLJ, JLP, TMJ and MNA (Subsidiaries) recognized other employee benefit liabilities conducted in accordance with Labor Law No.13 Year 2003. Based on PSAK 24 (Revised 2010), employee benefit liabilities are estimated using the projected unit credit method. No funding is provided by Subsidiaries relation with estimation of employee benefits.

Biaya jasa kini diakui sebagai beban pada tahun berjalan. Biaya jasa lalu sebagai dampak perubahan asumsi aktuaria bagi karyawan aktif diakui dalam laporan laba rugi selama sisa masa kerja rata-rata karyawan tersebut. Imbalan kerja atas pemutusan hubungan kerja diakui sebagai liabilitas dan beban pada saat terjadi.

Current service cost is recognized as an expense in the current year. Past service cost as effect of changes in actuarial assumptions for active employees are recognized in statements of income over the estimated average remaining working period of those employees. Employee benefits for terminations are recognized as liabilities when these expenses occur.

2.s. Transaksi dengan Pihak Berelasi Pihak berelasi adalah orang atau entitas yang terkait dengan entitas yang terkait dengan Grup (entitas pelapor). 1) Orang atau anggota keluarga terdekat mempunyai relasi dengan entitas pelapor jika orang tersebut: a. Memiliki pengendalian atau pengendalian bersama atas entitas pelapor; b. Memiliki pengaruh signifikan atas entitas pelapor; atau c. Personil manajemen kunci entitas pelapor atau entitas induk entitas pelapor.

2.s. Transactions with Related Parties A related party is a person or entity that is related to the Group (the reporting entity).

2) Suatu entitas berelasi dengan entitas pelapor jika memenuhi salah satu hal berikut: a. Entitas dan entitas pelapor adalah anggota dari kelompok usaha yang sama (artinya entitas induk, entitas anak, dan entitas anak berikutnya terkait dengan entitas lain); b. Satu entitas adalah entitas asosiasi atau ventura bersama dari entitas lain (atau entitas asosiasi atau ventura bersama yang merupakan anggota suatu kelompok usaha, yang mana entitas lain tersebut adalah anggotanya); c. Kedua entitas tersebut adalah ventura bersama dari pihak ketiga yang sama; d. Satu entitas adalah ventura bersama dari entitas ketiga dan entitas yang lain adalah entitas asosiasi dari entitas ketiga;

2) An entity is related to a reporting entity if any of the following conditions applies: a. The entity and the reporting entity are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others); b. One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member);

d1/February 6, 2015

1) A person or a close member of that person's family is related to the reporting entity if that: a. has control or joint control over the reporting entity; b. has significant influence over the reporting entity; or c. is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.

c. Both entities are joint ventures of the same third party; d. One entity is a joint venture of a third entity and the other entity is an associate of the third entity;

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e. Entitas tersebut adalah suatu program imbalan pasca kerja untuk imbalan kerja dari salah satu entitas pelapor atau entitas yang terkait dengan entitas pelapor. Jika entitas pelapor adalah entitas yang menyelenggarakan program tersebut, maka entitas sponsor juga berelasi dengan entitas pelapor; f. Entitas yang dikendalikan atau dikendalikan bersama oleh orang yang dildentifikasikan dalam huruf a; atau g. Orang yang diidentifikasikan dalam huruf (1) (a) memiliki pengaruh signifikan atas entitas atau personil manajemen kunci entitas (atau entitas induk dari entitas.

e. The entity is a post-employment defined benefit plan for the benefit of employees of either the reporting entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring employers are also related to the reporting entity; f. The entity is controlled or jointly controlled by a person identified in (a); or g. A person identified in (1)(a) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

Entitas Berelasi dengan Pemerintah dapat diklasifikasikan sebagai berikut adalah: Entitas yang dikendallikan secara signifikan oleh Kementerian Keuangan atau Pemerintah Daerah yang merupakan Pemegang Saham Entitas. Pemerintah RI yang diwakili oleh Kementerian BUMN sebagai kuasa pemegang saham.

Related Parties with Government classified as follows: Entities which significantly controlled by the Finance Ministry or Local Government that representing as the shareholders of the entity. The Government of Indonesia, represented by the SOE’e Ministry as shareholder’s representative.

2.t. Goodwill Goodwill timbul dari kombinasi bisnis diakui sebagai aset pada tanggal dimana pengendalian diperoleh.

2.t. Goodwill Goodwill arising in a business combination is recognized as an asset on the date that the control is acquired.

Goodwill pada tanggal akuisisi yang diukur sebagai selisih lebih nilai agregat dari imbalan yang dialihkan, jumlah setiap kepentingan nonpengendali pada pihak yang diakuisisi, dan nilai wajar kepentingan ekuitas yang sebelumnya dimiliki oleh Perusahaan pada pihak yang diakuisisi di atas selisih jumlah dari asset teridentifikasi yang diperoleh dan liabilitas yang diambil alih.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any noncontrolling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree over the net of the acquisition date amounts of the identifiable assets acquired and the liabilities taken over.

Jika biaya perolehan lebih rendah dari nilai wajar asset neto yang diperoleh, perbedaan tersebut diakui dalam laporan laba rugi konsolidasian.

If the cost of acquisition is less than the fair value of the mnet assets acquired, the difference is recognized directly in the consolidated statement of income.

Goodwill tidak diamortisasi namun penurunan nilainya paling tidak direviu secara tahunan atau lebih, bila terdapat indikasi penurunan nilai. Untuk keperluan pengujian penurunan nilai, goodwill dialokasikan pada setiap unit penghasil kas yang diharapkan dapat memanfaatkan sinergi dari kombinasi bisnis. Jika jumlah tercatat dari unit penghasil kas tersebut kurang dari nilai tercatatnya, rugi penurunan nilai dialokasikan terlebih dahulu untuk mengurangi nilai tercatat goodwill pada unit penghasilkan tersebut dan kemudian pada asset lainnya dari unit penghasil kas tersebut atas dasar proporsional. Kerugian penurunan nilai goodwill tidak dipulihkan pada periode berikutnya.

Goodwill is not amortized but is reviewed for impairment at least annually or more frequently when there is an indication that the goodwill may be impaired. For the purpose of impairment testing, goodwill is allocated to each of the cash-generating units expected to benefit from the synergies of the combination. If the recoverable amount of the cashgenerating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit prorated on the basis of the carrying amount of each asset in the unit. An impairment loss recognized for goodwill is not reversed in the subsequent period.

2.u. Pelaporan Segmen Grup mengungkapkan informasi yang memungkinkan pengguna laporan keuangan untuk mengevaluasi sifat dan dampak keuangan dari aktivitas bisnis. Standar d1/February 6, 2015

2.u. Information Reporting The Group disclose information which enables users of financial statements to evaluate the nature and financial effects of business activity. Standard also refines the 38

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juga menyempurnakan definisi segmen operasi dan prosedur yang digunakan untuk mengidentifikasi dan melaporkan segmen operasi. Standar mengharuskan “pendekatan manajemen” dalam menyajikan informasi segmen menggunakan dasar yang sama seperti halnya pelaporan internal. Hal ini tidak menyebabkan tambahan penyajian segmen yang dilaporkan. Perusahaan mengoperasikan dan menjalankan bisnis melalui beberapa segmen operasi. Segmen operasi dilaporkan dengan cara yang konsisten dengan pelaporan internal yang disampaikan kepada pengambil keputusan operasional.

definition of operating segments and the procedures used to identify and report operating segments. Standard requires that "management approach" in the present segment information using the same base as well as internal reporting. This does not cause additional presentation of the reported segment. The Company operates and conducts business through a single segment with managing the existing network infrastructure. The segment reported operating in a manner consistent with internal reporting provided to operational decision-makers.

Pembuat keputusan operasional adalah Dewan Direksi dan Vice President. Dewan Direksi dan Vice President menelaah pelaporan internal Perusahaan untuk menilai kinerja dan mengalokasikan sumber daya. Manajemen menentukan operasi segmen berdasarkan laporan ini.

Operational decision have made by the Board of Directors and Vice President. Board of Directors and Vice President review of the Company’s internal reporting to assess performance and allocate resources. Management determines the operating segments based on this report.

Pelaporan informasi segmen usaha disajikan untuk menunjukkan hasil usaha per wilayah yang berasal dari pendapatan tol.

Reporting of business segment information is disclosed to show the results of operations per region derived from toll revenue.

2.v. Laba Per Saham Laba per saham dihitung dengan membagi laba bersih yang dapat diatribusikan ke pemilik entitas induk dengan rata-rata tertimbang saham yang beredar selama tahun yang bersangkutan.

2.v. Earnings Per Share Earning per share is computed by dividing net income attributable to owners of the parent entity with the weighted average shares outstanding during the year.

Laba bersih per saham dilusian dihitung dengan membagi total laba tahun berjalan dengan rata-rata tertimbang jumlah saham biasa yang beredar pada periode pelaporan, yang disesuaikan untuk mengasumsikan konversi efek berpotensi saham biasa yang sifatnya dilutif.

Diluted earnings per share is calculated by dividing profit for the period with the weighted average number of ordinary shares outstanding during the reporting period, adjusted to assume conversion of all potential dilutive ordinary shares.

3. Penyajian Kembali Laporan Keuangan

3. Restatement of Financial Statements

Seperti yang dijelaskan dalam Catatan 44.h laporan keuangan konsolidasian, Perusahaan telah mengubah kebijakan akuntansi untuk Aset JORR S yang dihapuskan pada bulan Mei tahun 2013. Selain itu, salah satu entitas anak juga melakukan perubahan akuntansi atas pengakuan beban dan uang muka proyek. Sesuai dengan PSAK 25 “Kebijakan Akuntansi, Perubahan Estimasi Akuntansi, dan Kesalahan”, Perusahaan telah menyajikan kembali laporan keuangan konsolidasian untuk tahun yang berakhir pada tanggal 31 Desember 2013.

As disclosed in Note 44.h of the consolidated financial statements, the Company has changed its accounting policy for Asset JORR S which was written-off on May 2013. In addition, one of subsidiary also made a change in accounting for project expense and advance recognition. In accordance with PSAK 25, "Accounting Policies, Changes in Accounting Estimates and Errors", the Company restated its consolidated financial statements for the year ended December 31, 2013.

Berikut ini adalah rincian akun-akun dalam laporan keuangan konsolidasian untuk tahun yang berakhir 31 Desember 2013 sebelum dan sesudah penyajian kembali:

The following are the details of the accounts in the consolidated financial statements for the year ended December 31, 2013 before and after the restatement:

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For the Years Ended December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated) 31 Des/ Dec 2013

Sebelum Penyajian Kembali/ Before Restatement Rp ASET Aset Tidak Lancar Biaya Dibayar Dimuka Pajak Dibayar Dimuka Aset Tetap Hak Pengusahaan Jalan Tol

47,356,940 1,100,643 593,028,346 22,300,271,393

Penyesuaian/ Adjustment

(21,589,375) 63,549,023 (1,714,952) (338,150,247)

Sesudah Penyajian Kembali/ After Restatement Rp

25,767,565 64,649,666 591,313,394 21,962,121,146

LIABILITAS DAN EKUITAS Liabilitas Jangka Pendek Utang Usaha Liabilitas Jangka Panjang Liabilitas Pajak Tangguhan Liabilitas Jangka Panjang Lainnya EKUITAS Saldo laba Kepentingan Non Pengendali

ASSETS Non-Current Assets Prepaid Expenses Prepaid Taxes Property and Equipment Toll Road Concession Rights LIABILITES AND EQUITY Current Liabiities Accounts Payable Non-Current Liabilities

80,668,899

19,362,537

100,031,436

522,668,019 435,465,081

25,833,535 23,200,000

548,501,554 458,665,081

3,449,445,813 1,561,545,859

(308,655,573) (377,214)

3,140,790,240 1,561,168,645

EQUITY Retained Earnings Non-Controlling Interests

LAPORAN LABA RUGI KOMPREHENSIF

Deferred Tax Liabilities Other Long Term Liabilities

5,825,932,269 1,143,307,645 476,834,608

(23,200,000) 425,517,344 (94,984,324)

5,802,732,269 1,568,824,989 381,850,284

STATEMENTS OF COMPREHENSIVE INCOME Toll Revenues Toll Road Maintenance Expenses Tax Expenses

LABA TAHUN BERJALAN

1,237,820,534

(309,032,787)

928,787,747

INCOME FOR THE YEAR

LABA KOMPREHENSIF TAHUN BERJALAN

1,236,626,699

(309,032,787)

927,593,912

COMPREHENSIVE INCOME FOR THE YEAR

Pendapatan Tol Beban Pemeliharaan Jalan Tol Beban Pajak

o

d1/February 6, 2015

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4. Kas dan Setara Kas

4. Cash and Cash Equivalents 2014 Rp

2013 Rp

Kas/ Cash Kas Proyek/ Cash for Project

54,655,364 710,000

46,716,488 910,000

Jumlah Kas/ Total Cash on Hand

55,365,364

47,626,488

233,439,581

262,848,231

21,918,384 19,279,074 9,195,739 5,465,509 1,915,295 1,307,483 815,597 483,641 454,189 339,735 296,326 243,846 186,328 605

5,050,851 77,633,787 16,901 4,697,296 2,804,065 1,593,015 124,039 2,915,177 3,867,514 -289,194 17,080 368,300 976

295,341,331

362,226,426

1,116,701 1,116,701

922,812 922,812

Jumlah Bank/ Total Cash in Banks

296,458,032

363,149,238

Jumlah Kas dan Bank/ Total Cash and Banks

351,823,396

410,775,726

Kas/ Cash on Hand

Bank/ Cash in Banks Rupiah Pihak Berelasi (Catatan 43)/ Related Parties (Note 43) Pihak Ketiga/ Third Parties: PT Bank Permata Tbk PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk PT Bank Syariah Mandiri PT Bank Pembangunan Daerah Jawa Tengah PT Bank Sumut PT Bank Bukopin Tbk PT Bank Pembangunan Daerah Jawa Timur Tbk PT Bank Central Asia Tbk PT Bank DBS Indonesia PT Bank Himpunan Saudara 1906, Tbk PT Bank Jabar Banten Syariah PT Bank DKI PT Bank Muamalat Indonesia Tbk PT Bank OCBC NISP Tbk Dolar Amerika Serikat/ United States Dollar Pihak Berelasi (Catatan 43)/ Related Party (Note 43)

d1/February 6, 2015

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For the Years Ended December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated) 2014 Rp

Rupiah Pihak Berelasi (Catatan 43)/ Related Parties (Note 43)

2013 Rp

1,922,336,000

2,036,802,514

348,100,000 151,740,000 139,400,000 83,000,000 79,500,000 65,000,000 46,182,826 35,050,000 20,000,000 10,000,000 9,000,000 7,500,000 5,000,000 2,000,000 1,467,456 --------

315,600,000 256,090,000 91,593,000 99,989,326 71,700,000 64,000,000 710,224 35,050,000 27,000,000 10,000,000 3,000,000 15,000,000 3,012,268 -1,830,377 32,000,000 9,000,000 8,000,000 3,500,000 2,000,000 2,000,000 2,000,000

2,925,276,282

3,089,877,709

13,684,000

13,407,900

13,684,000

13,407,900

Jumlah Deposito Berjangka/ Total Time Deposits

2,938,960,282

3,103,285,609

Jumlah Kas dan Setara Kas/ Total Cash and Cash Equivalents

3,290,783,678

3,514,061,335

Pihak Ketiga/ Third Parties: PT Bank Bukopin Tbk PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk PT Bank Muamalat Indonesia Tbk PT Bank Permata Tbk PT Bank Pembangunan Daerah Jawa Tengah PT Bank CIMB Niaga Tbk PT Bank DKI PT Bank Pembangunan Daerah Bali PT Bank Tabungan Pensiunan Nasional (Persero) Tbk PT Bank Sinar Harapan Bali PT Bank Pembangunan Daerah Jawa Timur Tbk PT Bank Panin Syariah PT Bank Himpunan Saudara 1906 Tbk PT Bank Victoria International Tbk PT Bank DBS Indonesia PT Bank Syariah Bukopin PT Bank Syariah Mega Indonesia PT Bank Jatim Syariah PT Bank Mutiara Tbk PT Bank Panin Tbk PT Bank UOB Buana Indonesia Tbk PT Bank Internasional Indonesia Syariah Dolar Amerika Serikat/ United States Dollar Pihak Berelasi (Catatan 43)/ Related Party (Note 43)

Deposito Berjangka/ Time Deposits Jatuh Tempo (Bulan)/ Maturity Period (Months) Tingkat Suku Bunga (%)/ Interest Rate (%) Rupiah Dolar Amerika Serikat/ United States Dollar

Kas proyek merupakan uang tunai dan rekening giro yang tersedia untuk membiayai pemeliharaan dan pembangunan jalan tol.

d1/February 6, 2015

1-3

1-3

4.5 - 11.0 1.5

4.5 - 11.5 1.5

Cash for projects represent cash on hand and in banks to finance expenditures related to maintenance and toll roads construction.

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5. Investasi Jangka Pendek

5. Short-Term Investments 2014 Rp

2013 Rp Marketable Securities Available for Sale

Efek Tersedia untuk Dijual Reksadana Mandiri Investasi Dana Obligasi Seri II Kenaikan Nilai Aset Bersih

4,529,650 2,613,862

4,529,650 2,098,260

Jumlah

7,143,512

6,627,910

Mutasi kenaikan nilai aset bersih adalah sebagai berikut:

Mutual Fund Mandiri Investment - Bond II Series Increase in Net Assets Value Total

A movement of increase in net assets value is as follows:

2014 Rp

2013 Rp

Saldo Awal Laba (Rugi) Belum Direalisasi

2,098,260 515,602

3,292,095 (1,193,835)

Beginning Balance Unrealized Profit (Loss)

Saldo Akhir

2,613,862

2,098,260

Ending Balance

6.

Piutang Lain-lain

6.

Piutang lain-lain merupakan pendapatan yang akan diterima dari sewa lahan, sewa tempat istirahat, sewa ruang iklan dan bunga deposito berjangka yang akan diterima.

Other Receivables

Other receivables represent revenues to be received from rent of land, rest areas, advertisement spaces and interest on time deposits. 2014 Rp

2013 Rp

12,032,044

10,999,014

110,861,163 9,500,000 5,653,384 1,381,972 108,274

91,438,316 -3,629,682 2,625,182 9,421,998

19,412,420

59,083,719

158,949,257

177,197,911

Dikurangi/ Less: Cadangan Kerugian Penurunan Piutang/ Allowance for Impairment Losses Pihak Ketiga/ Third Parties

(10,120,639)

--

Sub Jumlah/ Sub Total

(10,120,639)

--

148,828,618

177,197,911

Piutang Lain-lain - Lancar/ Other Receivables - Current Pihak Berelasi (Catatan 43)/ Related Parties (Note 43) Pihak Ketiga/ Third Parties Kementerian Pekerjaan Umum/ Ministry of Public Works PT Nancy Wijaya PT Graha Sarana Duta PT Indocement Tunggal Prakarsa Pegawai/ Employees Lain-lain/ Others (Masing-masing di bawah Rp 1 Miliar)/ (Each below Rp 1 Billion) Sub Jumlah/ Sub Total

Jumlah Bersih/ Total Net

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Piutang Lain-lain - Tidak Lancar/ Other Receivables - Non Current Pihak Ketiga/ Third Parties PT Nancy Wijaya Lain-lain / Others (Masing-masing di bawah Rp 1 Miliar)/ (Each below Rp 1 Billion) Sub Jumlah/ Sub Total Dikurangi/ Less: Cadangan Kerugian Penurunan Piutang/ Allowance for Impairment Losses Pihak Berelasi/ Related Parties Pihak Ketiga/ Third Parties Sub Jumlah/ Sub Total Jumlah Bersih/ Net Total

2013 Rp

--

9,500,000

--

26,550,509

--

36,050,509

---

(1,239,952) (15,059,891)

--

(16,299,843)

--

19,750,666

Piutang kepada Kementerian Pekerjaan Umum merupakan piutang atas Dana Dukungan Pemerintah berdasarkan Amandemen I Perjanjian Pengusahaan Jalan Tol Lingkar Luar Jakarta (JORR) Seksi W2 Utara sesuai Akta Notaris Nomor 24 tanggal 18 November 2011 dibuat dihadapan Notaris Rina Utami Djauhari, dalam hal realisasi Pengadaan tanah melebihi batasan kewajiban Biaya Pengadaan Tanah, Perusahaan memperoleh dana dukungan Pemerintah sebesar Rp 387.643.000.000. Sesuai Perjanjian Pemberian Dukungan Pemerintah (PPDP) Nomor 05/KU.08.01/PPDP/DDPPTJT/III/2012 tanggal 21 Maret 2012, Perusahaan membiayai terlebih dahulu Kenaikan harga tanah yang menjadi tanggungan Pemerintah dan mengajukan permohonan penggantian dana (reimbursement) kepada Pemerintah.

Receivable from the Ministry of Public Works represents receivables of Government Support Fund based on first amendment Concession Agreement (JORR Section "S") W2 Northern according to the Deed No. 24 dated November 18, 2011 of Notary Rina Utami Djauhari, in realization of the soil exceeds the limit Procurement obligations of the Land Acquisition Costs, the Company obtained government support of Rp 387,643,000,000. Based on Government Support Agreement (PPDP) No. 05/KU.08.01/PPDP/DDPPTJT/III/2012 on March 21, 2012, the Company financed increase the price of land to be dependant by the Government and apply for reimbursement to the Government.

Manajemen berpendapat bahwa cadangan penyisihan penurunan nilai atas piutang lain-lain adalah cukup untuk menutupi kerugian yang mungkin timbul dari tidak tertagihnya piutang tersebut.

Managemet believes that allowances made for impairment losses on other receivables are adequate to cover possible loss on uncollectible receivable.

Mutasi penyisihan kerugian penurunan nilai adalah sebagai berikut:

Movement of allowance for impairment losses as follows: 2014 Rp

2013 Rp

Saldo Awal/ Beginning Balance

16,299,843

6,771,697

Penyisihan (Pemulihan) Kerugian selama Tahun Berjalan/ Allowance (Recovery) for Losses of Current Year

(6,179,204)

9,528,146

Saldo Akhir/ Ending Balance

10,120,639

16,299,843

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7. Biaya Dibayar Dimuka

7.

Merupakan biaya dibayar di muka atas sewa, asuransi, perlengkapan kantor dan tol serta uang muka perjalanan dinas.

Prepaid Expenses

Represent prepaid rent, insurance, office and toll supplies and advances for business travel.

2014 Rp

2013 Rp

Biaya Dibayar di Muka Uang Muka Internal Uang Muka Pekerjaan

65,241,828 6,722,989 17,386

5,532,072 1,908,516 18,326,977

Prepaid Expenses Internal Advances Work Advances

Jumlah

71,982,203

25,767,565

Total

8. Perpajakan

8. Taxation

a. Pajak Dibayar Dimuka

a. Prepaid Taxes 2014 Rp

Perusahaan PPh Pasal 28.a Tahun 2013 Entitas Anak Pajak Penghasilan: Pasal 23 Pajak Pertambahan Nilai Jumlah

2013 Rp 63,549,023

The Company Income Tax Article 28.a Year 2013

243,147 1,572,697

-1,100,643

Subsidiaries Income Taxes: Article 23 Value Added Tax

1,815,844

1,100,643

122,633,703

64,649,666

120,817,859

b. Utang Pajak

b. Tax Payables 2014 Rp

Perusahaan Pajak Penghasilan: Pasal 4 (2) Pasal 21 Pasal 23 Pasal 25 Pasal 29 Pajak Pertambahan Nilai Kewajiban Pajak Lainnya Entitas Anak Pajak Penghasilan: Pasal 4 (2) Pasal 21 Pasal 23 Pasal 26 Pasal 29 Pajak Pertambahan Nilai Jumlah

d1/February 6, 2015

Total

2013 Rp

9,176,038 22,639,595 2,008,861 32,122,970 140,582,339 42,611,553 --

8,548,260 25,935,317 1,191,347 30,186,327 -21,455,327 646,066

249,141,356

87,962,644

5,177,222 4,259,803 668,655 14,293 546,490 1,757,629

12,665,878 3,726,995 1,297,505 13,712 1,354,816 38,853

12,424,092

19,097,759

261,565,448

107,060,403

45

The Company Income Tax: Article 4 (2) Article 21 Article 23 Article 25 Article 29 Value Added Tax Other Tax Liabilities Subsidiaries Income Tax: Article 4 (2) Article 21 Article 23 Article 26 Article 29 Value Added Tax

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c. Beban Pajak Penghasilan

c. Income Tax Expenses 2014 Rp

2013 Rp

526,662,455 36,132,729

299,062,091 64,523,831

562,795,184

363,585,922

4,981,039 38,865,843

1,537,942 16,726,420

43,846,882

18,264,362

Konsolidasian Pajak kini Pajak Tangguhan

531,643,494 74,998,572

300,600,033 81,250,251

Consolidated Current Tax Deffered Tax

Jumlah

606,642,066

381,850,284

Total

Perusahaan Pajak Kini Pajak Tangguhan Entitas Anak Pajak Kini Pajak Tangguhan

Pajak Kini Rekonsiliasi antara laba sebeIum pajak penghasilan menurut laporan laba rugi dengan laba kena pajak:

The Company Current tax Deferred Tax Subsidiaries Current tax Deferred Tax

Current Tax A reconciliation between income before income tax as reported in the statements of income and taxable income is as follows:

2014 Rp

2013 Rp

Laba Konsolidasian Sebelum Pajak Penghasilan Badan Dikurangi: Laba (Rugi) Entitas Anak

1,821,973,793 (144,249,845)

1,310,638,031 (80,609,531)

Consolidated Income Before Tax Less: Portion of Subsidiaries Income (Loss)

Laba Sebelum Pajak Penghasilan - Perusahaan

1,966,223,638

1,391,247,562

Income Before Tax - The Company

Perhitungan Pajak Penghasilan Perusahaan sebagai berikut: Koreksi Positif (Negatif) atas Laba Komersial: Beban Pengumpulan Tol Pendapatan Konstruksi Beban Pelayanan Pemakai Jalan ToI Beban Pemeliharaan Jalan Tol Beban Konstruksi Beban Umum dan Administrasi Bagian Rugi Perusahaan Asosiasi Penyusutan Aset Tetap, Pelapisan Ulang dan Amortisasi Biaya Emisi Obligasi Tantiem Realisasi Pembayaran Tantiem Beban Bunga Penghasilan Dikenakan Pajak Final Biaya Perolehan Penghasilan Dikenakan Pajak Final Liabilitas Imbalan Kerja Beban Piutang Karyawan Beban Bunga Efektif Interest Rate Jumlah Laba Kena Pajak Beban Pajak Kini pada Tarif Pajak yang Berlaku

d1/February 6, 2015

9,578,146 (243,104,218) 5,135,293 1,391,922 238,571,362 59,365,201 399,621,370

20,358,453 (755,561,481) 2,570,683 1,183,047 749,452,797 56,009,933 155,852,504

(211,900,313) 20,000,000 (19,000,000) 134,687,115 (329,319,257)

(310,936,161) 19,250,000 (12,000,000) 93,363,207 (423,632,083)

3,469,524 67,369,398 861,844 3,698,796

151,578,634 52,840,837 1,327,219 3,343,212

Calculation of Income Tax the Company as follows: Positive (Negative) Corrections on Commercial Income: Toll Road Collection Expenses Construction Revenues Toll Road Services Expenses Maintenance Cost of Toll Road Construction Expenses General and Administrative Expenses Income (loss) of Associates Depreciation of Fixed Assets, Overlay Charges and Amortization of Bond Issuance Cost Bonuses Realization of Payment Bonuses Interest Expenses Income Subject to Final Tax Acquisition Cost of Income Subject to Final Tax Employee Benefits Obligation Employee Receivable Expenses Effective Rate Interest Expenses

140,426,183

(194,999,199)

Total

2,106,649,821

1,196,248,363

Taxable Income

526,662,455

299,062,091

Current Tax Expense at Effective Tax Rate

46

Paraf:





2013 Rp

Dikurangi: Uang Muka Pajak Pajak Penghasilan Pasal 23 Pajak Penghasilan Pasal 25

604,479 385,475,637

375,192 362,235,922

Less: Prepaid Taxes Income Tax Article 23 Income Tax Article 25

Jumlah

386,080,116

362,611,114

Total

Kurang (Lebih) Bayar Pajak Penghasilan Perusahaan Entitas Anak

140,582,339 546,490

(63,549,023) 1,354,816

Less (excess) Payment Income Tax The Company Subsidiaries

Jumlah Lebih Bayar (Utang) Pajak Konsolidasian

141,128,829

(62,194,207)

Consolidated - Income Tax Over Payment (Payable)

Berdasarkan peraturan perpajakan Indonesia, Perusahaan menyampaikan surat pemberitahuan sendiri atas jumlah pajak yang terutang. Direktorat Jenderal Pajak dapat menetapkan dan mengubah kewajiban pajak dalam batas waktu 5 tahun sejak tanggal terutangnya pajak.

Under the taxation laws of Indonesia, the Company submits tax returns on the basis of self-assessment. The Directorate General of Taxes may assess and amend the tax payable within 5 years after the date when the tax becomes payable.

Perhitungan pajak penghasilan revisi untuk tahun yang berakhir pada tanggal 31 Desember 2013 akan dilaporkan dalam SPT Tahunan Pajak Penghasilan yang disampaikan ke Kantor Pajak.

The revised income tax calculation for the year ended December 31, 2013 will be reported in the Annual Corporate Income Tax Return submitted to the Tax Office.

Pajak Tangguhan Pajak tangguhan dihitung berdasarkan pengaruh dari perbedaan temporer antara jumlah tercatat aset dan liabilitas menurut laporan keuangan dengan dasar pengenaan pajak aset dan liabilitas. Rincian aset dan liabilitas pajak tangguhan sebagai berikut:

Deferred Tax Deferred tax is calculated using all temporary differences between tax bases of assets and liabilities and their carrying amounts in the financial statements. The details of deferred tax assets and liabilities are as follows:

31 Desember 2012/ December 31, 2012

Rp Liabilitas (Aset) Pajak Tangguhan/ Deferred Tax Liabilities (Assets) Perusahaan/ The Company Aset Tetap dan Aset Tak Berwujud/ Fixed Assets and Intangible Assets Provisi Pelapisan Jalan Tol/ Provision for Overlay Liabilitas Imbalan Kerja/ Employee Benefits Liabilities Jumlah/ Total Entitas Anak/ Subsidiaries Aset Tetap dan Aset Tak Berwujud/ Fixed Assets and Intangible Assets Provisi Pelapisan Jalan Tol/ Provision for Overlay Liabilitas Imbalan Kerja/ Employee Benefits Liabilities Penyisihan Kerugian Penurunan Piutang/ Allowance for Impairment Losses Rugi Fiskal/ Fiscal Loss Jumlah/ Total Liabilitas Pajak Tangguhan Konsolidasian/ Consolidated Deferred Tax Liabilities

d1/February 6, 2015

Dibebankan ke Laba Rugi/ Charged to Statements Income Rp

Penyesuaian/ 31 Desember 2013/ Adjustment December 31, 2013

Rp

Rp

Dibebankan ke Laba Rugi/ Charged to Statements Income Rp

31 Desember 2014/ December 31, 2014

Rp

508,679,678

79,661,306

4,177,326

592,518,310

58,503,875

651,022,185

8,772,625

(1,927,266)

--

6,845,359

(5,426,509)

1,418,850

(63,308,429)

(13,210,209)

(3,836,287)

(80,354,925)

(16,944,637)

(97,299,562)

454,143,874

64,523,831

341,039

519,008,744

36,132,729

555,141,473

14,136,341

26,042,917

--

40,179,258

41,370,441

81,549,699

--

(3,239,186)

--

(3,239,186)

(3,188,594)

(6,427,780)

(2,129,582)

997,653

--

(1,131,929)

683,996

(447,933)

-415,295

(2,390,137) (4,684,827)

-344,336

(2,390,137) (3,925,196)

---

(2,390,137) (3,925,196)

12,422,054

16,726,420

344,336

29,492,810

38,865,843

68,358,653

466,565,928

81,250,251

685,375

548,501,554

74,998,572

623,500,126

47

Paraf:





Rekonsiliasi antara beban pajak penghasilan dan hasil perkalian laba akuntansi sebelum pajak penghasilan dengan tarif pajak yang berlaku sebagai berikut:

The reconciliation between income tax expense and the result of the multiplication of accounting income before income tax with the current tax rate is as follows:

2014 Rp Laba Sebelum Pajak Penghasilan Perusahaan

2013 Rp

1,966,223,638

1,391,247,562

Income BeforeTax of the Company

Beban Pajak pada Tarif yang Berlaku

491,555,910

347,811,891

Tax Expense at Effective Tax Rate:

Beban Pengumpulan Tol Pendapatan Konstruksi Beban Pelayanan Pemakai Jalan Tol Beban Pemeliharaan Jalan Tol Beban Konstruksi Beban Umum dan Administrasi Bagian Rugi Perusahaan Asosiasi Penyusutan Aset Tetap, Pelapisan Ulang dan Amortisasi Biaya Emisi Obligasi Tantiem Realisasi Pembayaran Tantiem Beban Bunga Penghasilan Dikenakan Pajak Final Biaya Perolehan Penghasilan Dikenakan Pajak Final Liabilitas Imbalan Kerja Beban Piutang Karyawan Beban Bunga Efektif Interest Rate

2,394,537 (60,776,055) 1,283,823 347,981 59,642,841 14,841,300 99,905,343

5,089,613 (188,890,370) 642,671 295,762 187,363,199 14,002,483 38,963,126

(52,975,078) 5,000,000 (4,750,000) 33,671,779 (82,329,814)

(77,734,040) 4,812,500 (3,000,000) 23,340,802 (105,908,021)

Toll Road Collection Expenses Construction Revenue Toll Road Services Expenses Toll Road Maintenance Expenses Construction Expenses General and Administrative Expenses Profit on Associate Companies’ Net Income Depreciation of Fixed Asset, Amortization of Overlay Charges and Bond Issuance Cost Bonuses

867,381 16,842,350 215,461 924,696

37,894,659 13,210,209 331,805 835,802

Realization of Payment Bonuses Interest Expenses Income Subject to Final Tax Acquisition Cost of Income Subject to Final Tax Employee Benefits Obligation Employee Receivable Expense Effective Rate Interest Expenses

35,106,545

(48,749,800)

Total

Jumlah Beban Pajak Kini Jumlah Beban Pajak Tangguhan

531,643,494 74,998,572

300,600,033 81,250,251

Total Current Tax Expenses Total Deferred Tax Expenses

Jumlah Beban Pajak – Konsolidasian

606,642,066

381,850,284

Total of Tax Expenses – Consolidation

Jumlah

9. Dana Ditetapkan Penggunaannya

9.

Jaminan Pelaksanaan/ Performance Bond Pihak Berelasi (Catatan 43)/ Related Parties (Note 43) Jaminan Pembebasan Tanah/ Land Acquisition Guarantees Pihak Berelasi (Catatan 43)/ Related Parties (Note 43) Pihak Ketiga/ Third Parties PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk PT Bank Bukopin Tbk PT Bank UOB Indonesia Jaminan Sindikasi Bank/ Syndicated Bank Guarantees Pihak Berelasi (Catatan 43)/ Related Parties (Note 43) Pihak Ketiga/ Third Parties PT Bank Central Asia, Tbk PT Bank Pembangunan Daerah Jawa Tengah Rekening Khusus/ Special Account Jumlah/ Total

d1/February 6, 2015

48

Appropriated Funds

2014 Rp

2013 Rp

16,350,000

27,656,063

21,630,940

6,496,257

32,110,503 6,800,000 --

44,036,995 11,250,000 26,850,000

130,667,718

110,015,112

4,390,033 156,443 604,798,152

--233,010,674

816,903,789

459,315,101

Paraf:





Rekening Khusus Rekening khusus merupakan rekening atas pendapatan dari pengoperasian JORR Seksi S setelah dikurangi biaya operasional, termasuk didalamnya beban amortisasi, dan pemeliharaan yang dipisahkan dan dimasukkan dalam rekening khusus sesuai dengan Surat Keputusan Menteri Pekerjaan Umum No. 80.1/KPTS/M/ 2013 tanggal 25 Pebruari 2013 (lihat Catatan 44.h).

Appropriated Account Appropriated account represents account derived from operational income of JORR Section S after deduction of operational, including amortization expense and maintenance expenses which were separated and transferred to a specific account in accordance with Decision Letter of Minister of Public Works No.80.1/KPTS/M/2013 date February 25, 2013 (see Note 44.h).

10. Investasi pada Entitas Asosiasi

10.

Perusahaan memiliki penyertaan saham pada entitas asosiasi yang dipertanggungjawabkan dengan metode ekuitas. Nilai tercatat penyertaan saham tersebut sebagai berikut:

Investments in Associates

The Company has investments in associates which accounted for using the equity method. The carrying values of such investment in shares are as follows:

31 Desember/ December 2014

Entitas Asosiasi/ Associates Company

Status

Nilai Tercatat Penyertaan Persentase Awal Tahun/ Kepemilikan/ Carrying Value Percentage at Beginning Ownership of Year

Perubahan Selama Periode Berjalan/ Changes in Current Period Penambahan (Pengurangan) Bagian Laba Penyertaan/ (Rugi) Bersih/ Penerimaan Additions Portion in Dividen/ (Deduction) Net Profit Dividend (Loss) Received of Investment

Nilai Tercatat Penyertaan Akhir Tahun/ Carrying Value at End of Year

PT Citra Bhakti Margatama Persada (CBMP)

Pengakhiran PKP/ Termination of Concession

34.83

56,787,000

--

PT Citra Ganesha Marga Nusantara (CGMN)


30.00

16,914,266

--

PT lsmawa Trimitra (IT)

Operasi/ Operate

25.00

8,976,442

--

PT Bukaka Marga Utama (BMU)

Belum Operasi/ Not Yet Operated

20.00

9,436,000

--

--

--

9,436,000

PT Trans Lingkar Kita Jaya (TLKJ)

Operasi/ Operate

21.24

170,260,633

--

(7,772,587)

--

162,488,046

262,374,341

--

(6,741,959)

(1,149,845)

254,482,537

--

--

56,787,000

--

--

16,914,266

1,030,628

(1,149,845)

8,857,225

Dikurangi/ Deducted Penurunan Nilai Penyertaan pada CBMP/ Impairment of Investment in CBMP

(56,786,999)

(56,786,999)

Penurunan Nilai Penyertaan pada CGMN/ Impairment of Investment in CGMN

(16,914,265)

(16,914,265)

Penurunan Nilai Penyertaan pada BMU/ Impairment of Investment in BMU Jumlah/ Total

(9,435,999) (83,137,263) 179,237,078

(9,435,999) (83,137,263) 171,345,274

d1/February 6, 2015

49

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For the Years Ended December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated) 31 Desember/ December 2013

Entitas Asosiasi/ Associates Company

Status

Nilai Tercatat Penyertaan Persentase Awal Tahun/ Kepemilikan/ Carrying Value Percentage at Beginning Ownership of Year

Perubahan Selama Periode Berjalan/ Changes in Current Period Penambahan (Pengurangan) Bagian Laba Penyertaan/ (Rugi) Bersih/ Penerimaan Additions Portion in Dividen/ (Deduction) Net Profit Dividend (Loss) Received of Investment

Nilai Tercatat Penyertaan Akhir Tahun/ Carrying Value at End of Year

PT Citra Bhakti Margatama Persada (CBMP)


34.83

56,787,000

--

--

--

56,787,000

PT Citra Ganesha Marga Nusantara (CGMN)


30.00

16,914,266

--

--

--

16,914,266

PT Jatim Marga Utama (JMU)


--

12,858,000

(12,858,000)

--

--

--

PT lsmawa Trimitra (IT)

Operasi/ Operate

25.00

8,305,808

--

670,634

--

8,976,442

PT Bukaka Marga Utama (BMU)


20.00

9,436,000

--

--

--

9,436,000

PT Trans Lingkar Kita Jaya (TLKJ)

Operasi/ Operate

21.24

154,581,281

21,240,000

(5,560,648)

--

170,260,633

258,882,355

8,382,000

(4,890,014)

--

262,374,341

Dikurangi/ Deducted Penurunan Nilai Penyertaan pada CBMP/ Impairment of Investment in CBMP

(56,786,999)

(56,786,999)

Penurunan Nilai Penyertaan pada CGMN/ Impairment of Investment in CGMN

(16,914,265)

(16,914,265)

Penurunan Nilai Penyertaan pada BMU/ Impairment of Investment in BMU Jumlah/ Total

(9,435,999) (83,137,263) 175,745,092

(9,435,999) (83,137,263) 179,237,078

a. PT Citra Bhakti Margatama Persada (CBMP) PT Citra Bhakti Margatama Persada didirikan berdasarkan Akta No. 50, tanggal 11 Desember 1995 dari Notaris Siti Pertiwi Henny Singgih, SH. Penyertaan pada CBMP dilakukan sehubungan dengan penyelenggaraan proyek jalan tol JORR Seksi E2-E3- N (Cikunir-CakungCilincing-Tanjung Priok) untuk jangka waktu 33 tahun yang berakhir pada tahun 2028, Perusahaan memiliki 56.787.000 saham dengan nilai nominal Rp 1.000 (Rupiah penuh) per saham atau setara dengan Rp 56.787.000.000 (Rupiah penuh) yang merupakan 34,83% kepemilikan.

a. PT Citra Bhakti Margatama Persada (CBMP) PT Citra Bhakti Margatama Persada was established based on the Deed No.50, dated December 11, 1995 of Notary Siti Pertrwi Henny Singgih, SH. The investment in CBMP was made in relation to the construction and operation of JORR toll road Section E2-E3-N (CikunirCakung-Cilincing-Tanjung Priok) for a period of 33 years ending in 2028. The Company owns 56,787,000 shares at par value of Rp 1,000 (full Rupiah) per share or equivalent to Rp 56,787,000,000 (full Rupiah), representing 34.83% ownership.

Pembangunan jalan tol oleh CBMP dibiayai dari fasilitas pinjaman sindikasi bank. Krisis ekonomi telah menyebabkan ketidakpastian terhadap kemampuan CBMP dalam menyelesaikan kewajibannya pada saat jatuh tempo dan dalam merealisasikan fasilitas pinjaman untuk pembiayaan jalan tol tahap konstruksi. Restrukturisasi perbankan yang dilakukan terhadap sebagian dari kreditur CBMP telah mengakibatkan penghentian pelaksanaan pembangunan jalan tol. Adanya surat Perusahaan kepada CBMP No. AA.02.1009 tanggal 25 JuIi 2000 mengenai pengakhiran PKP No.96 tanggal 16 Desember 1995 mengakibatkan penyertaan Perusahaan pada entitas asosiasi ini tidak memiliki nilai ekonomis. Perusahaan mengakui kerugian penurunan nilai penyertaan saham pada CBMP pada tahun 2000 sebesar Rp 56.786.999.000 (Rupiah penuh).

Toll road construction by CBMP was financed by loan facilities from a banking syndicate. The economic crisis created uncertainty of the ability of CBMP to settle its liabilities at the maturity date and in using the loan facilities to finance the toll road construction progress. A banking restructuring conducted by certain of CBMP’s creditors resulted in the stoppage of toll road construction. The Company issued Letter No. AA.02.1009, dated July 25, 2000 to CBMP regarding the termination of the Concession Agreement No. 96, dated December 16, 1995. As a consequence of this termination the Company’s investment in the associate company has no economic value. The Company has recognized loss on impairment of the investment shares of CBMP in 2000 amounting to Rp 56,786,999,000 (full Rupiah).

d1/February 6, 2015

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b. PT Citra Ganesha Marga Nusantara (CGMN) PT Citra Ganesha Marga Nusantara didirikan berdasarkan Akta No. 300, tanggal 22 Desember 1993 dari Notaris Siti Pertiwi Henny Singgih, SH, juncto Akta No. 67, tanggal 7 Juli 1994 dari Notaris Sri Laksmi Damayanti, SH. Penyertaan pada CGMN dilakukan sehubungan dengan penyelenggaraan proyek jalan tol Cikampek–Padalarang. Perusahaan memiliki 5.310 saham dengan nilai nominal Rp 1.841.000 (Rupiah penuh) per saham atau setara dengan Rp 9.775.710.000 (Rupiah penuh) yang merupakan 30% kepemilikan.

b. PT Citra Ganesha Marga Nusantara (CGMN) PT Citra Ganesha Marga Nusantara was established based on the Deed No. 300, dated December 22, 1993, of Notary Siti Pertiwi Henny Singgih, SH, in conjunction with the Deed No. 67, dated July 7, 1994 of Notary Sri Laksmi Damayanti, SH. The investment in CGMN was made in relation to the construction and operation of the Cikampek – Padalarang toll road project. The Company owns 5,310 shares at par value of Rp 1,841,000 (full Rupiah) per share or equivalent to Rp 9,775,710,000 (full Rupiah) representing 30% ownership.

Berdasarkan surat Menteri Pekerjaan Umum Republik Indonesia No. KU.201-Mn/68 tanggal 4 Maret 1996 dan surat Menteri Keuangan Republik Indonesia No. 1562/A/52/0496 tanggal 18 April 1996, Perusahaan memperoleh pengalihan Intelectual Property Rights (IPR) dalam bentuk disain proyek jalan tol Cikampek – Padalarang sebesar UK Poundsterling 4,700,000 atau setara dengan Rp 16.914.266.000 (Rupiah penuh) sebagai Tambahan Modal Disetor Pemerintah pada Perusahaan. Selanjutnya, Perusahaan mengalihkan IPR tersebut kepada CGMN sebagai penyertaan saham Perusahaan di CGMN. Berdasarkan perjanjian usaha patungan antara Perusahaan dengan CGMN, IPR tersebut dinilai setara dengan USD 8,530,000. Berdasarkan Keputusan Rapat Umum Pemegang Saham Luar Biasa CGMN tanggal 10 Juli 1998 mengenai Peningkatan Modal Disetor, kepemilikan saham pada CGMN sejumlah 8.530 saham dengan nilai nominal USD 8,530,000 atau setara dengan Rp 16.914.266.000 (Rupiah penuh).

Based on the Decree of the Minister of Public Works of the Republic of Indonesia No. KU.201-Mn/68 dated March 4, 1996 and the Letter of the Minister of Finance of the Republic of Indonesia No. 1562/A/52/0496 dated April 18, 1996, the Company obtained a transfer of “Intelectual Property Rights (IPR)” in the form of project design of Cikampek – Padalarang toll road amounting to Great Britain Poundsterling 4,700,000 or equivalent to Rp 16,914,266,000 (full Rupiah) as Additional Paid up Capital from the Government to the Company. The Company then transferred the IPR to CGMN as an investment by the Company in CGMN. Based on the joint venture agreement between the Company and CGMN, the IPR was valued equal to USD 8,530,000. According to the decision of the Extraordinary General Meeting of Shareholders held by CGMN on July 10, 1998 regarding the increase in paid up capital, the Company owns 8,530 shares at par value of USD 8,530,000 or equal to Rp 16,914,266,000 (full Rupiah).

Berdasarkan surat Perusahaan kepada CGMN No. AA.HK01.1273 tanggal 25 Juli 2001 mengenai pengakhiran PKP No. 297 sebagai tindak lanjut dari Surat Keputusan Menteri Pemukiman dan Prasarana Wilayah Republik Indonesia (Menkimpraswil) No. 417, tanggal 18 Juli 2001 mengenai pencabutan Keputusan Menteri Pekerjaan Umum Republik Indonesia No. 321/KPTS/1994, tanggal 24 Oktober 1994 mengenai Pemberian Izin Kerjasama Penyelenggaraan Jalan Tol Cikampek – Padalarang kepada Perusahaan dalam bentuk usaha patungan dengan CGMN mengakibatkan penyertaan Perusahaan pada entitas asosiasi ini tidak memiliki nilai ekonomis. Perusahaan mengakui kerugian penurunan nilai penyertaan saham pada CGMN sebagai beban tahun 2001 sebesar Rp 16.914.266.000 (Rupiah penuh).

On July 25, 2001, based on the Company’s Letter No. AA.HK01.1273 to CGMN regarding termination of the Concession Agreement No. 297 in order to implement the Decree of the Minister of Settlement and Regional Infrastructure of the Republic of Indonesia No. 417 dated July 18, 2001 regarding cancellation of the Decree of the Minister of Public Works of the Republic of Indonesia No. 321/KPTS/1994 dated October 24,1994 regarding the Granting of license to Concession Agreement to the Company to operate the Cikampek – Padalarang toll road in the form of a joint venture with CGMN. Due to such termination, the investment in CGMN has no economic value. The Company recognized loss on the permanent impairment of this investment in shares of CGMN as an expense in 2001 amounting to Rp 16,914,266,000 (full Rupiah).

c. PT Ismawa Trimitra (IT) PT Ismawa Trimitra didirikan berdasarkan akta notaris No. 69 tanggal 14 Juni 1995 dibuat oleh Imas Fatimah, S.H., dalam rangka pengusahaan jasa sewa ruang perkantoran dan tempat istirahat di ruas tol. Anggaran Dasar IT telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris No. 1 tanggal 4

c. PT Ismawa Trimitra (IT) PT Ismawa Trimitra was established based on notarial deed No. 69 dated June 14, 1995 of Imas Fatimah, S.H., aimed to develop services in office spaces and rest area spaces rental. IT’s Articles of Association had been amended several times, which the latest was based on notarial deed No. 1 dated September 4, 2014 of

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September 2014 dari Lumassia, S.H. Akta perubahan disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dengan Surat Keputusan No. AHU27882.40.22.2014 tanggal 4 September 2014. IT berdomisili di Jakarta.

Lumassia, S.H. The deed of amendment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU27882.40.22.2014 dated September 4, 2014. IT is domiciled in Jakarta.


The Company owns 6,250,000 shares at par value of Rp 1,000 (full Rupiah) per share or equivalent to Rp 6,250,000,000 (full Rupiah), representing 25% ownership as of December 31, 2014.

d. PT Bukaka Marga Utama (BMU) PT Bukaka Marga Utama didirikan berdasarkan Akta No. 5 tanggal 17 Pebruari 1997 dari Notaris Sri Rahayu Sedyono, SH. Penyertaan pada BMU dilakukan sehubungan dengan penyelenggaraan proyek jalan tol Ciawi-Sukabumi. Perusahaan memiliki 4,000 saham dengan nilai nominal Rp 2.359.000 (Rupiah penuh) per saham atau setara dengan Rp 9.436.000.000 (Rupiah penuh) yang merupakan 20% kepemilikan.

d. PT Bukaka Marga Utama (BMU) PT Bukaka Marga Utama was established based on the Deed No. 5 dated February 17, 1997 of Notary Sri Rahayu Sedyono, SH, The investment in BMU was made in relation to the construction and operation of the CiawiSukabumi toll road project. The Company owns 4,000 shares at par value Rp 2,359,000 (full Rupiah) per share or equivalent to Rp 9,436,000,000 (full Rupiah), representing of 20% ownership.

Pemegang saham mayoritas BMU tidak dapat memberi kepastian atas pembangunan ruas jalan tol yang telah disetujui sesuai dengan PKP. Perusahaan mengakui kerugian penurunan nilai atas penyertaan saham pada BMU sebagai beban tahun 2005 sebesar Rp 9.435.999.000 (Rupiah penuh).

Since the majority shareholders of BMU could not give assurance regarding the toll road development as agreed under the Concession Agreements, the Company recognized the loss on impairment of this investment as an expense in 2005 amounted to Rp 9,435,999,000 (full Rupiah).

e. PT Trans Lingkar Kita Jaya (TLKJ) PT Trans Lingkar Kita Jaya didirikan berdasarkan akta notaris No. 18 tanggal 19 Januari 2006 dari Agus Madjid, S.H., dalam rangka pengusahaan ruas tol CinereJagorawi. Akta pendirian disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. C-03269.HT.01.01 tanggal 7 Pebruari 2006.

e. PT Trans Lingkar Kita Jaya (TLKJ) PT Trans Lingkar Kita Jaya was established based on notarial deed No. 18 dated January 19, 2006 of Notary Agus Madjid, S.H., aimed to develop Cinere-Jagorawi toll road. The deed of establishment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. C-03269.HT.01.01 dated February 7, 2006.

Anggaran Dasar TLKJ telah beberapa kali diubah dengan perubahan terakhir berdasarkan akta notaris No. 76 tanggal 29 November 2012 dari Nanette Cahyanie Handari Adi Warsito, S.H.. Akta perubahan disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dalam Surat Keputusan No. AHU-AH.01.1042622 tanggal 30 November 2012. TLKJ berdomisili di Jakarta.

TLKJ’s Articles of Association had been amended several times, which the latest was based on notarial deed No. 76 dated November 29, 2012 of Nanette Cahyanie Handari Adi Warsito, S.H. The deed of amendment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU-AH.01.10-42622 dated November 30, 2012. TLKJ is domiciled in Jakarta.

Perusahaan memiliki 131.688 saham dengan nilai nominal Rp 1.000.000 (Rupiah penuh) per saham atau setara dengan Rp 131.688.000.000 (Rupiah penuh), yang merupakan 21,24% kepemilikan pada tanggal 31 Desember 2014.

The Company owns 131,688 shares at par value of Rp 1,000,000 (full Rupiah) per share or equivalent to Rp 131,688,000,000 (full Rupiah), representing 21.24% ownership as of December 31, 2014.

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11. Aset Keuangan Lainnya

11. Other Financial Assets

Perusahaan memiliki penyertaan saham yang dikategorikan sebagai aset keuangan tersedia untuk di jual yang dicatat sebagai harga perolehan sebagai berikut:

The Company has investment in shares categorized as available-for-sale financial asset that accounted for at cost which detail as follow: 2014

Perusahaan/ Company PT Jakarta Lingkar Barat Satu (JLB) PT Marga Mandala Sakti (MMS) PT Citra Margatama Surabaya (CMS) PT Marga Nurindo Bhakti (MNB)

PT Margabumi Matraraya (MBM) PT Citra Mataram Satriamarga Persada (CMSP)

PT Margaraya Jawa Tol (MJT) PT Bosowa Marga Nusantara (BMN) PT Jatim Marga Utama (JMU) PT Marga Mawatindo Esprit (MME)

PT Marga Net One Limited (MNOL)

Status/ Status Operasi/ Operate Operasi/ Operate Operasi/ Operate Pengakhiran PKP/ Termination of Concession Operasi/ Operate Pengakhiran PKP/ Termination of Concession Belum Operasi/ Not Yet Operated Operasi/ Operate Belum Operasi/ Not Yet Operated Pengakhiran PKP/ Termination of Concession Pengakhiran PKP/ Termination of Concession

Jumlah/ Total Dikurangi/Deducted: Penurunan Nilai Penyertaan pada MNB/ Impairment of Investment in MNB Penurunan Nilai Penyertaan pada CMSP/ Impairment of Investment in CMSP Penurunan Nilai Penyertaan pada MME/ Impairment of Investment in MME Penurunan Nilai Penyertaan pada MNOL/ Impairment of Investment in MNOL Jumlah/ Total

a.

PT Jakarta Lingkar Baratsatu (JLB) Perusahaan telah melakukan pengakhiran kerjasama penyelenggaraan jalan tol JORR Seksi W1 dan pencabutan izin kerjasama dalam Surat Keputusan Menteri Pekerjaan Umum No. 80/KPTS/1997 tanggal 4 April 1997 sehubungan dengan tidak adanya kejelasan kelanjutan pembangunan proyek jalan tol JORR W-1. Menunjuk surat Menteri Pekerjaan Umum No. JL.0103Mn/271, tanggal 31 Maret 2005, Menteri Pekerjaan Umum

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Rp

2013 %

Rp

%

180,632,000 28,000,000 20,000,000

19.10 1.94 5.26

180,632,000 28,000,000 20,000,000

19.10 1.94 5.26

9,500,000 5,500,000

10.00 6.47

9,500,000 5,500,000

10.00 6.47

4,725,000

15.00

4,725,000

15.00

4,143,438 3,332,000

2.47 1.47

4,143,438 3,332,000

2.47 1.47

3,000,000

7.00

3,000,000

7.00

2,780,862

8.33

2,780,862

8.33

15,291

10.00

15,291

10.00

261,628,591

261,628,591

261,628,591

261,628,591

(9,499,999)

(9,499,999)

(4,724,999)

(4,724,999)

(2,780,860)

(2,780,860)

(15,289)

(15,289)

(17,021,147)

(17,021,147)

244,607,444

244,607,444

a. PT Jakarta Lingkar Baratsatu (JLB) The Company had terminated cooperation in completing Toll Road JORR Section W1 and withdrawn cooperation license in the Decree of the Minister of Public Works No. 80/KPTS/1997 dated April 4, 1997 due to there’s no clear willingness to continue construction project of Toll Road JORR W-1. With reference to the Decree of the Minister of Public Works No. JL.0103-Mn/271 dated March 31, 2005; the Minister of Public Works asked the 53

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meminta Perusahaan dan JLB melakukan penilaian kembali tentang kelayakan untuk melanjutkan kerjasama dalam pelaksanaan pembangunan ruas jalan tol JORR Seksi W-1.

Company and JLB to conduct reevaluation on the feasibility of continuing cooperation in development of Toll Road JORR Section W-1.

Pada tanggal 2 Pebruari 2007, PT Jakarta Lingkar Baratsatu (JLB) selaku pemegang hak pengusahaan jalan tol JORR Seksi W-1 telah menandatangani Perjanjian Pengusahaan Jalan Tol (PPJT) JORR Seksi W-1 No. 02/PPJT/II/Mn/2007 dengan masa konsesi selama 35 tahun dan berlaku efektif sejak 2 Pebruari 2007. Berdasarkan perjanjian penyertaan saham pada JLB No.2 tanggal 4 Pebruari 2009 dari Notaris Febrian, S.H.. Perusahaan melakukan penyertaan pada JLB dengan cara in-kind berupa bangunan Simpang Susun Penjaringan dengan nilai penyertaan sebesar Rp 180.632.000.000 (Rupiah penuh) atau setara dengan 180.632 saham dengan nilai nominal Rp 1.000.000 per lembar, atau setara dengan 23% penyertaan dari total saham ditempatkan.

On February 2, 2007, PT Jakarta Lingkar Baratsatu (JLB) as the owner of concession rights of Toll Road JORR Section W1 has entered into Contract of Concession Toll Road JORR Section W-1 No. 02/PPJT/II/Mn/2007 with concession period of 35 years and effectively on February 2, 2007. Based on agreement of the investments in shares of JLB No.2 dated February 4, 2009 from Notary Febrian, S.H.. The Company had participated in JLB with in-kind method for building of Simpang Susun Penjaringan with participation value of Rp 180,632,000,000 (full Rupiah) or equivalent to 180,632 shares wih par value Rp 1,000,000 per share, or equivalent to 23% participation from total issued share capital.

Berdasarkan Berita Acara Rapat Umum Luar Biasa Pemegang Saham No. 18 tanggal 28 September 2009 dari Notaris Kartono, S.H., penyertaan Perusahaan terdilusi menjadi 19,1%.

“Based on Minutes of the Extraordinary General Meeting of Shareholders No. 18 dated September 28, 2009 by Notary Kartono, S.H., the Company‟s ownership was diluted to 19.1%”

b. PT Marga Mandala Sakti (MMS) PT Marga Mandala Sakti didirikan berdasarkan Akta No. 14, tanggal 4 Oktober 1989 dari Notaris Kartini Muljadi, SH. Penyertaan pada MMS dilakukan sehubungan dengan penyelenggaraan proyek jalan tol Tangerang – Merak. Perusahaan memiliki 28.000.000 saham dengan nilai nominal Rp 1.000 (Rupiah penuh) per saham atau setara dengan Rp 28.000.000.000 (Rupiah penuh) yang merupakan 8,68% kepemilikan. Berdasarkan Akta No. 4, tanggal 4 April 1995 dari Notaris Sutjipto, SH, penyertaan saham Perusahaan pada MMS sebesar 14.000.000 saham dengan nilai nominal Rp 1.000 (Rupiah penuh) per saham telah dijaminkan oleh MMS sehubungan dengan fasilitas kredit sindikasi yang diperoleh MMS.

b . PT Marga Mandala Sakti (MMS) PT Marga Mandala Sakti was established based on the Deed No.14, dated October 4, 1989 of Notary Kartini Muljadi, SH. The investment in MMS relates to the construction and operation of the Tangerang – Merak toll road. The Company originally owned 28,000,000 shares at par value of Rp 1,000 (full Rupiah) per share or equivalent to Rp 28,000,000,000 (full Rupiah), representing 8.68% ownership. Based on the Deed No. 4 dated April 4, 1995 of Notary Sutjipto, SH, the investment in MMS amounting to 14,000,000 shares with the par value of Rp 1,000 (full Rupiah) per share has been pledged by the Company connection with syndicated credit facilities received by MMS.

Berdasarkan risalah RUPSLB dengan Akta No. 5, tanggal 9 Desember 2004 dari Notaris Hendra Karyadi, SH, para pemegang saham menyetujui penerbitan 921.310.773 saham baru kepada pemegang obligasi konversi. Para pemegang saham lama menyatakan telah melepaskan hak masing-masing untuk membeli saham baru yang diterbitkan kepada pemegang obligasi konversi tersebut. Perubahan pemegang saham tersebut sesuai dengan Akta No. 11, tanggal 1 Agustus 2005 dari Notaris Benny Kristianto, SH, mengenai perubahan pemegang saham MMS dan telah diterima oleh Departemen Hukum dan Hak Asasi Manusia Direktorat Administrasi Hukum Umum No.C-UM.02.01.14078, tanggal 23 September 2005, sehingga kepemilikan Perusahaan pada MMS menjadi 1,94%.

Based on the minutes of the Extraordinary General Meeting of Shareholders as included in the Deed No. 5 dated December 9, 2004 of Notary Hendra Karyadi, SH the shareholders agreed with the issuance of 921,310,773 new shares to convertible bondholders. The predecessor shareholders had already waived their rights to subscribe for new shares issued to the convertible bondholders. This change of shareholders according to the Deed No. 11 dated August 1, 2005 of Notary Benny Kristianto, SH, regarding the change of MMS shareholders has been received by the Directorate General of General Law Administration, Department of Law and Human Rights under receipt No.C-UM.02.01.14078, dated September 23, 2005, as a consequence, the Company's ownership in MMS become 1.94%.

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c. PT Citra Margatama Surabaya (CMS) PT Citra Margatama Surabaya didirikan berdasarkan Akta No. 99, tanggal 26 Desember 1996 dari Notaris Siti Pertiwi Henny Singgih, SH. Penyertaan pada CMS dilakukan sehubungan dengan penyelenggaraan proyek Jalan Tol Waru–Juanda. Perusahaan memiliki 8.550.000 saham dengan nilai nominal Rp 1.000 (Rupiah penuh) per saham atau sebesar Rp 8.550.000.000 (Rupiah penuh) yang merupakan 15% kepemilikan.

c. PT Citra Margatama Surabaya (CMS) PT Citra Margatama Surabaya was established based on the Deed No. 99, dated December 26, 1996 of Notary Siti Pertiwi Henny Singgih, SH. The investment in CMS was made in relation to the constructions and operations of the Waru-Juanda toll road project. The Company owns 8,550,000 shares at par value of Rp 1,000 (full Rupiah) per share or equivalent to Rp 8,550,000,000 (full Rupiah), representing 15% ownership.

Berdasarkan Akta No. 717 tanggal 27 Juni 2007 dari Notaris Margaretha Dynawati, SH, para pemegang saham antara lain menyetujui peningkatan modal ditempatkan dan disetor penuh menjadi Rp 380.000.000.000 (Rupiah penuh). Perusahaan hanya melakukan setoran modal sebesar Rp 20.000.000.000 (Rupiah penuh) dari Rp 48.000.000.000 (Rupiah penuh) yang ditetapkan. Dengan demikian kepemilikan Perusahaan di CMS mengalami penurunan menjadi 5,26% yang merupakan 20.000.000 saham dengan nilai nominal Rp 1.000 (Rupiah penuh) per saham atau setara dengan Rp 20.000.000.000 (Rupiah penuh).

Based on the Deed No. 717, dated June 27, 2007 of Notary Margaretha Dynawati, SH, the shareholders agreed to increase the issued and paid up capital to become Rp 380,000,000,000 (full Rupiah). The Company had paid up capital amounted to Rp 20,000,000,000 (full Rupiah) from total Rp 48,000,000,000 (full Rupiah). Therefore, the Company’s ownership in CMS was decreased to become 5.26%, representing 20,000,000 shares at par value of Rp 1,000 (full Rupiah) per share or equivalent to Rp 20,000,000,000 (full Rupiah).

Berdasarkan Akta No. 40, tanggal 21 Mei 2005 dari Notaris Poerbaningsih Adi Warsito, SH, Perusahaan dan CMS mengadakan Perjanjian Kuasa Penyelenggaraan yang mengubah wewenang penyelenggaraan jalan tol Waru–Tanjung Perak menjadi kurang lebih 12 Km. Perjanjian Kuasa Penyelenggaraan telah dialihkan menjadi Perjanjian Pengusahaan Jalan Tol (PPJT) antara Pemerintah dengan CMS pada tanggal 12 Pebruari 2007 dengan masa hak pengusahaan (konsesi) hingga tahun 2040.

Based on the Deed No. 40, dated May 21, 2005 of Notary Poerbaningsih Adi Warsito, SH, the Company and CMS entered into a Joint Operation Agreement that changed the authority of Waru –Tanjung Perak toll road to become approximately 12 Km. On February 12, 2007, such Joint Operation Agreement has been changed to a Concession Rights Agreement between the Government and CMS with the concession right until year 2040.

Jalan Tol Waru–Juanda telah beroperasi sejak April 2008.

Waru-Juanda toll road has been operated since April 2008.

d. PT Marga Nurindo Bhakti (MNB) PT Marga Nurindo Bhakti didirikan berdasarkan Akta No. 9, tanggal 2 Desember 1991 dari Notaris BRAY Mahyastoeti Notonogoro, SH, juncto Akta No. 19, tanggal 4 Maret 1998 dari Agus Madjid, SH. Penyertaan pada MNB dilakukan sehubungan dengan penyelenggaraan proyek Jalan Tol JORR Seksi S dan E1 (Pondok Pinang – Jagorawi – Cikunir). Perusahaan memiliki 1.350 saham dengan nilai nominal Rp 10.000.000 (Rupiah penuh) per saham atau setara dengan Rp 13.500.000.000 (Rupiah penuh) yang merupakan 10% kepemilikan.

d. PT Marga Nurindo Bhakti (MNB) PT Marga Nurindo Bhakti was established based on The Deed No. 9, dated December 2, 1991 of Notary BRAY Mahyastoeti Notonogoro, SH, conjunction with the Deed No. 19 dated March 4, 1998 of Agus Madjid, SH. The investment in MNB relates to the construction and operation of the JORR toll road Section S and E1 (Pondok Pinang – Jagorawi – Cikunir). The Company owns 1,350 shares at par value of Rp 10,000,000 (full Rupiah) per share or equivalent to Rp 13,500,000,000 (full Rupiah), representing 10% ownership.

Berdasarkan surat Perusahaan kepada MNB No. AA.HK.02.1143, tanggal 11 Agustus 2000, Perusahaan mengambil alih proyek yang dibangun oleh MNB. Pengambilalihan proyek ini mengakibatkan penyertaan Perusahaan dinilai sudah tidak memiliki nilai ekonomis dan mengakui kerugian atas penurunan nilai penyertaan yang bersifat permanen sebagai beban tahun 2000 sebesar Rp 9.499.999.000 (Rupiah penuh).

Based on the Company’s Letter No. AA.HK.02.1143, dated August 11, 2000 to MNB, the Company took over the JORR sections being built by MNB, with the consequence that the Company’s investment had no economic value, therefore, the Company recognized the loss on the permanent impairment of the investment as an expense in year 2000 amounting to Rp 9,499,999,000 (full Rupiah).

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e. PT Margabumi Matraraya (MBMR) PT Margabumi Matraraya didirikan berdasarkan akta notaris No. 15 tanggal 15 Pebruari 1991 dari Tawangningrum Purwono, S.H., juncto akta notaris No. 15 tanggal 13 Agustus 1997 dari Agus Hashim Admad, S.H., dalam rangka pengusahaan ruas tol Surabaya-Gresik. Akta pendirian disahkan oleh Menteri Hukum dan Hak Asasi Manusia dalam Surat Keputusan No. C2-6158.HT.01.01.th.91 tanggal 28 Oktober 1991.

e. PT Margabumi Matraraya (MBMR) PT Margabumi Matraraya was established based on notarial deed No. 15 dated February 15, 1991 of Tawangningrum Purwono, S.H., in conjunction with notarial deed No. 15 dated August 13, 1997 of Agus Hashim Admad, S.H., aimed to develop Surabaya-Gresik toll road. The deed of establishment was approved by Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. C2-6158.HT.01.01.th.91 dated October 28, 1991.

Anggaran Dasar MBMR telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris Pernyataan Keputusan di Luar Rapat Umum Pemegang Saham No. 7 tanggal 28 Juni 2013 dari Dra. EC. Inggriani Djojoseputro, S.H., sehubungan dengan peningkatan modal ditempatkan dan disetor. Akta perubahan disahkan oleh Menteri Hukum dan Hak Azasi Manusia dalam Surat Keputusan No. AHU-AH.01.1032919 tanggal 8 Agustus 2013. Berdasarkan akta perubahan terakhir, kepemilikan Perusahaan mengalami dilusi karena tidak ikut serta dalam penambahan modal disetor.

MBMR’s Articles of Association had been amended several times, which the latest was based on notarial deed Decision Statement in the Off-General Shareholders’ Meeting No. 7 dated June 28, 2013 of Dra. EC. Inggriani Djojoseputro, S.H., in accordance with the increase of issued and pain in capital. The deed of amendment was approved by the Minister of Law and Human Rights of the Republic of Indonesia in Decision Letter No. AHU-AH.01.10-32919 dated Agustus 8, 2013. Based on the the latest deed of amendment, Company’s ownership diluted since it did not contribute in the additional of paid in capital.

Perusahaan memiliki 550 saham dengan nilai nominal Rp 10.000.000 (Rupiah penuh) per saham atau setara dengan Rp 5.500.000.000 (Rupiah penuh), yang merupakan 4,92% kepemilikan per 31 Desember 2014.

The Company owns 550 shares at par value or Rp 10,000,000 (full Rupiah) per share or equivalent to Rp 5,500,000,000 (full Rupiah), representing 4.92% ownership as of December 31, 2014.

f. PT Citra Mataram Satriamarga Persada (CMSP) PT Citra Mataram Satriamarga Persada didirikan berdasarkan Akta No. 36, tanggal 12 April 1996 dari Notaris Siti Pertiwi Henny Singgih, SH. Penyertaan pada CMSP dilakukan sehubungan dengan penyelenggaraan proyek jalan tol JORR Seksi W2 (Kebon Jeruk – Pondok Pinang). Perusahaan memiliki 4.725.000 saham dengan nilai nominal Rp 1.000 (Rupiah penuh) per saham atau setara dengan Rp 4.725.000.000 (Rupiah penuh) yang merupakan 15% kepemilikan.

f. PT Citra Mataram Satriamarga Persada (CMSP) PT Citra Mataram Satriamarga Persada was established based on the Deed No. 36, dated April 12, 1996 of Notary Siti Pertiwi Henny Singgih, SH. The investment in CMSP relates to operation of the JORR Section W2 (Kebon Jeruk – Pondok Pinang) toll road project. The Company owns 4,725,000 shares at par value of Rp 1,000 (full Rupiah) per share or equivalent to Rp 4,725,000,000 (full Rupiah) representing 15% ownership.

Berdasarkan surat Perusahaan kepada CMSP No. AA.HK.02.820, tanggal 21 Juni 2000, dinyatakan mengenai pengambilalihan proyek dan pengakhiran PKP. Penyertaan Perusahaan pada CMSP ini dipandang sudah tidak memiliki nilai ekonomis, sehingga Perusahaan mengakui kerugian atas penurunan nilai penyertaan sebagai beban tahun 2000 sebesar Rp 4.724.999.000 (Rupiah penuh).

Based on the Company Letter No. AA.HK.02.820, dated June 21, 2000 to CMSP, regarding the takeover of the project and termination of Concession Agreement, the Company’s investment in CMSP is deemed to have no economic value, therefore, the Company has recognized the loss caused by the impairment of this investment as an expense in 2000 amounting to Rp 4,724,999,000 (full Rupiah).

g. PT Margaraya Jawa Tol (MJT) PT Margaraya Jawa Tol didirikan berdasarkan Akta No. 18, tanggal 6 Juni 1997 dari Notaris Enimarya Agoes Suwarako, SH. Penyertaan pada MJT dilakukan sehubungan dengan penyelenggaraan proyek Jalan Tol Waru (Aloha) – Tanjung Perak. Perusahaan memiliki 4.143.438 saham dengan nilai nominal

g. PT Margaraya Jawa Tol (MJT) PT Margaraya Jawa Tol was established based on the Deed No. 18 dated June 6, 1997 of Notary Enimarya Agoes Suwarako, SH. The investment in MJT relates to the construction and operation of the Waru (Aloha) – Tanjung Perak toll road project. The Company originally owned 4,143,438 shares at par value of Rp 1,000 (full

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Rp 1.000 (Rupiah penuh) per saham atau setara dengan Rp 4.143.438.000 (Rupiah penuh) yang merupakan 5% kepemilikan.

Rupiah), amounting to Rp 4,143,438,000 (full Rupiah), or representing 5% ownership.

Berdasarkan Rapat Umum Pemegang Saham Luar Biasa mengenai restrukturisasi MJT yang tercantum dalam Akta No. 17 tanggal 20 Oktober 2004 dari Notaris Adrian Djuaini, SH, Perusahaan memperoleh 1.250.000 saham dari hasil kapitalisasi atau konversi 20.000.000 saham baru sehingga kepemilikan saham Perusahaan menjadi 5.393.438 saham atau setara dengan Rp 5.393.438.000 (Rupiah penuh). Selain itu, MJT juga mengeluarkan saham baru dari saham portepel sebanyak 110.458.000 saham. Perusahaan tidak ambil bagian dalam tambahan setoran modal disetor tersebut sehingga kepemilikan Perusahaan mengalami penurunan menjadi 2,47%. Pemerintah dan MJT telah menandatangani PPJT pada tanggal 19 Juli 2007 dengan masa konsesi hingga tahun 2047.

Based on the Extraordinary General Meeting of Shareholders, regarding MJT restructuring, as included in the Deed No. 17 dated October 20, 2004 of Notary Adrian Djuaini, SH, the Company acquired 1,250,000 shares from capitalization or conversion of convertible bond to 20,000,000 new shares hence the Company’s shares became 5,393,438 shares or equivalent to Rp 5,393,438,000 (full Rupiah). In addition, MJT issued new shares from its portfolio of 110,458,000 shares. The Company did not increase additional paid in capital so that the Company’s ownership decrease to become 2.47%. The Government and MJT have entered into Concession Rights Agreement on July 19, 2007 with concession period until year 2047.

h. PT Bosowa Marga Nusantara (BMN) PT Bosowa Marga Nusantara didirikan berdasarkan Akta No. 20, tanggal 12 April 1993 dari Notaris Mestariany Habie, SH. Penyertaan pada BMN dilakukan sehubungan dengan penyelenggaraan proyek jalan tol Ujung Pandang yaitu Jalan Satando – Simpang Urip Sumoharjo/Petta Rani (tahap l) – Jalan Sultan Alauddin (tahap ll). Berdasarkan Akta No. 25, tanggal 5 September 1998, Perusahaan memiliki 3.332 saham dengan nilai nominal Rp 1.000.000 (Rupiah penuh) per saham atau setara dengan Rp 3.332.000.000 (Rupiah penuh) yang merupakan 10% kepemilikan.

h. PT Bosowa Marga Nusantara (BMN) PT Bosowa Marga Nusantara was established based on the Deed No. 20, dated April 12, 1993 of Notary Mestariany Habie, SH. The investment in BMN was made in relation to the construction and operation of the Ujung Pandang toll roads that is Jalan Satando – Urip Sumoharjo Interchange/Petta Rani (phase l) – Jalan Sultan Alauddin (phase ll). Based on the Deed No. 25 dated September 5, 1998, the Company owns 3,332 shares at par value of Rp 1,000,000 (full Rupiah) per share or equivalent to Rp 3,332,000,000 (full Rupiah), representing 10% ownership.

Keputusan Menteri Pekerjaan Umum No. 276/KPTS/1994, tanggal 26 Agustus 1994 dan Akta No. 322, tanggal 29 Agustus 1994, dari Notaris Mestariany Habie, SH, menyatakan bahwa BMN mengoperasikan jalan tol selama 30 tahun untuk tahap I dan tahap II akan ditentukan kemudian namun tidak lebih dari 30 tahun sejak dioperasikannya jalan tol baik sebagian atau seluruhnya. Ruas jalan tol Ujung Pandang tahap I dan II telah dioperasikan sejak tahun 1998.

The Decree of the Minister of Public Work No. 276/KPTS/1994, dated August 26, 1994 and the Deed No. 322, dated August 29, 1994 of Notary Mestariany Habie, SH, states that BMN would operate phase I of the toll road for 30 years and phase II will be decided later but not for a period longer than 30 years since the operation of either part of all of the toll road. Phase I and Phase II of the Ujung Pandang toll road has been operated since 1998.

Berdasarkan perubahan Anggaran Dasar BMN yang tercantum dalam Akta Karin Christiana Basoeki, S.H, No.13 tanggal 16 Mei 2008 terdapat peningkatan modal dasar, ditempatkan dan disetor perusahaan. Dengan adanya perubahan tersebut penyertaan saham Perusahaan terdilusi menjadi 1,47%.

Based on amanded the Article of Association of BMN as stated on the Deed No.13 dated May 16, 2008 of notary Karin Christiana Basoeki, S.H, there was the increase of the company’s authorized, issued and fully paid in capital. As result of such amendment, the Company’s investment in shares has been diluted to 1.47%.

i. PT Jatim Marga Utama (JMU) PT Jatim Marga Utama didirikan berdasarkan Akta No. 25, tanggal 27 Desember 2002 dari Notaris Rosida, S.H., Perusahaan memiliki 12.858 saham dengan nilai nominal Rp 1.000.000 (Rupiah penuh) per saham atau setara dengan Rp 12.858.000.000 (Rupiah penuh) yang merupakan 30% kepemilikan.

i. PT Jatim Marga Utama (JMU) PT Jatim Marga Utama was established based on the Deed No. 25, dated December 27, 2002 of Notary Rosida, S.H., The Company owns 12,858 shares at a par value of Rp 1,000,000 (full Rupiah) per share or equivalent to Rp 12,858,000,000 (full Rupiah), representing 30% ownership.

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j.

k.


JMU merupakan perusahaan patungan antara Perusahaan dan Pemerintah Daerah Jawa Timur. Perusahaan patungan ini didirikan dengan maksud untuk meneruskan kelanjutan proyek jalan tol Surabaya - Mojokerto yang telah terhenti setelah Menkimpraswil mencabut izin konsesi yang diberikan kepada PT Marga Nujyasumo Agung (MNA) melalui surat Menkimpraswil No.418/KPTS/M/2001 tanggal 18 Juli 2001. Setelah Mahkamah Agung menolak pengajuan Peninjauan Kembali dari Menkimpraswil pada 31 Maret 2005, maka hak penyelenggaraan jalan tol dikembalikan kepada MNA. Sebagai akibatnya, JMU tidak lagi terlibat dalam proyek jalan tol tersebut. Pada 8 Mei 2007, JMU ikut serta dalam penyertaan saham PT Transmarga Jatim Pasuruan (TJP) untuk proyek jalan tol Gempol Pasuruan dengan kepemilikan sebesar 20%.

JMU is a joint venture company with Local Government of East Java. This company was established in order to continue construction of the Surabaya - Mojokerto toll road project that was suspended after the Minister of Settlement and Regional Infrastructure cancelled the concession granted to PT Marga Nujyasumo Agung (MNA) as stated in his Letter No.418/KPTS/M/2001 dated July 18, 2001. After the Supreme Court refused the application for Judicial Review of Minister of Settlement and Regional Infrastructure, dated March 31, 2005, the concession rights have been returned to MNA. As a result JMU is not involved in such toll road project. On May 8, 2007, JMU participated in investment in shares of PT Transmarga Jatim Pasuruan (TJP) to develop toll road project of Gempol Pasuruan, with ownership of 20%.

Berdasarkan Berita Acara RUPS PT JMU tanggal 6 Mei 2013, Pemegang Saham memutuskan penurunan Modal Dasar menjadi Rp 150.000.000.000 (sebelumnya Rp 171.400.000.000), dan Modal Disetor menjadi Rp 40.502.000.000 yang terdiri dari kepemilikan Pemerintah Provinsi Jawa Timur sebesar Rp 37.502.000.000 atau setara dengan 93%, dan Perusahaan sebesar Rp 3.000.000.000 atau setara dengan 7%. Penurunan tersebut akibat dari penghapusan piutang modal disetor ke Perusahaan sebesar Rp 9.858.000.000 (Rupiah penuh). Perusahaan mereklasifikasi nilai saldo penyertaan sebesar Rp 3.000.000.000 (Rupiah penuh) ke pos Aset Keuangan Lainnya pada 31 Desember 2013.

Based on Minutes of General Meeting of Shareholders of PT JMU dated May 6, 2013, JMU decreased its authorized capital to Rp 150,000,000,000 (full Rupiah), previously Rp 171,400,000,000 (full Rupiah), and paid in capital to Rp 40,502,000,000 consisting of East Java Provincial Government amounting to Rp 37,502,000,000 or equivalent to 93% ownership, and the Company amounting to Rp 3,000,000,000 or equivalent to 7% ownership. The decrease is a result of the write off of the paid in capital receivables to the Company amounting to Rp 9,858,000,000 (full Rupiah). Company reclassified balance of investment amounting to Rp 3,000,000,000 (full Rupiah) to Other Financial Assets per December 31, 2013.

PT Marga Mawatindo Esprit (MME) PT Marga Mawatindo Esprit didirikan berdasarkan Akta No. 96, tanggal 30 Mei 1997 dari Notaris Siti Pertiwi Henny Singgih, S.H.. Penyertaan pada MME dilakukan sehubungan dengan penyelenggaraan proyek jalan tol Semarang–Demak. Perusahaan memiliki 1.154.364 saham dengan nilai nominal Rp 2.409 (Rupiah penuh) per saham atau setara dengan Rp 2.780.862.876 (Rupiah penuh) yang merupakan 8,33% kepemilikan.

j. PT Marga Mawatindo Esprit (MME) PT Marga Mawatindo Esprit was established based on the Deed No. 96, dated May 30, 1997 of Notary Siti Pertiwi Henny Singgih, S.H.. The investment in MME relates to the construction and operation of the Semarang–Demak toll road. The Company owns 1,154,364 shares at par value of Rp 2,409 (full Rupiah) per share or equivalent to Rp 2,780,862,876 (full Rupiah), representing 8.33% ownership.

Berdasarkan Surat No. 001/SPK-DIR/2003, tanggal 6 Januari 2003, Perusahaan dan MME sepakat untuk mengakhiri Perjanjian Kuasa Penyelenggaraan No. 58, tanggal 25 Pebruari 1998. Pengakhiran PKP ini mengakibatkan penyertaan pada perusahaan ini tidak memiliki nilai ekonomis, sehingga Perusahaan mengakui adanya kerugian atas penurunan nilai penyertaan yang bersifat permanen sebagai beban tahun 2002 sebesar Rp 2.780.860.876 (Rupiah penuh).

Based on Letter No. 001/SPK-DIR/2003, dated January 6, 2003, the Company and MME agreed to terminate the Concession Rights Agreement No. 58, dated February 25, 1998. The result of such termination of Concession Rights Agreement caused the Company’s investment to have no economic value, the Company recognized the loss on the permanent impairment of the investment as an expense in year 2002 amounting to Rp 2,780,860,876 (full Rupiah).

PT Marga Net One Limited (MNOL) PT Marga Net One Limited didirikan berdasarkan 58 hukum Negara Bangladesh sebagaimana termuat dalam Incoporated Under The Company Act 1994 (ACT-XVIII of 1994) (Private Company Limited By Shares) dan

k. PT Marga Net One Limited (MNOL) PT Marga Net One Limited was established based on the Law of Bangladesh as stated in The Company Act 1994 (ACT-XVIII of 1994) (Private Company Limited by Shares) and Memorandum of Association of Marga Net One

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Memorandum of Association of Marga Net One Limited, tanggal 29 Pebruari 2003 juncto Certificate of Incoporation No. C-50732 (1027)/ 2003 tanggal 11 Oktober 2003 yang dikeluarkan Registrar of Joint Stock Companies Bangladesh.

Limited dated February 29, 2003, in conjunction with Certificate of Incorporation No. C-50732(1027)/ 2003 dated October 11, 2003, issued by the Bangladesh Registrar of Joint Stock Companies.

Berdasarkan Memorandum of Association of MNOL, tanggal 29 Pebruari 2003, Perusahaan memiliki 200 saham dengan nominal TK 100 (mata uang Taka penuh) per lembar saham atau 10% kepemilikan dan setoran modal sejumlah USD 1.800 (Dolar penuh) atau setara dengan Rp 15.290.775 (Rupiah penuh) yang dilakukan pada 2 September 2003.

Based on the Memorandum of Association of MNOL dated February 29, 2003, the Company owns 200 shares at par value of TK 100 (full Taka amount) per share or 10% ownership and paid in capital amounting to USD 1,800 (full Rupiah) or equivalent to Rp 15,290,775 (full Rupiah) was subscribed on September 2, 2003.

Perusahaan sepakat melakukan kerjasama pemberian jasa teknik dalam manajemen pengumpulan tol, manajemen lalu lintas dan manajemen pemeliharaan atas pengelolaan dan pengoperasian jembatan tol Jamuna di Bangladesh selama 5 tahun.

The Company agreed to render technical services by providing a management of toll collecting, traffic management, and management of maintenance for the operations of the Jamuna toll bridge in Bangladesh for 5 years.

Perusahaan menganggap penyertaan pada MNOL sudah tidak memiliki nilai ekonomis disebabkan tidak adanya kepastian pengembalian investasi atas penyertaannya dan mengakui kerugian atas penurunan nilai penyertaan sebagai beban tahun 2006 sebesar Rp 15.289.775 (Rupiah penuh).

The Company has identified that the investment in MNOL does not have any expected future economic benefit and the Company recognized the loss on impairment of the investment amounted to Rp 15,289,775 (full Rupiah) as an expense in 2006.

12. Aset Tetap

12. Property and Equipment


31 Desember/ December 2014 Penambahan/ Pengurangan/ Reklasifikasi/ Addition Disposals Reclassification


Harga Perolehan/ Acquisition Cost Aset Tetap Pemilikan Langsung/ Direct Acquisition Assets Hak atas Tanah/ Land Rights Gedung Kantor dan Bangunan Lain/ Office and Other Buildings Peralatan Operasional dan Kantor/ Operational and Office Equipment Kendaraan Bermotor/ Vehicles

3,329,787

4,364,422

--

--

7,694,209

200,584,547

23,839,529

--

--

224,424,076

671,499,525

133,099,441

122,650

138,565

804,614,881

50,486,084

14,539,003

6,039,293

--

58,985,794

925,899,942

175,842,395

6,161,943

138,565

1,095,718,959

Aset Sewa Pembiayaan/ Finance Lease Assets

163,282,860

--

--

--

163,282,860


163,282,860

--

--

--

163,282,860

Aset Tetap dalam Penyelesaian/ Construction in Progress

130,159,479

124,800,532

--

(56,835,206)

198,124,805


130,159,479

124,800,532

--

(56,835,206)

198,124,805

1,219,342,282

300,642,927

6,161,943

(56,696,641)

1,457,126,624


Jumlah Harga Perolehan/ Total Acquisition Cost

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For the Years Ended December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated) 31 Desember/ December 2014 Penambahan/ Pengurangan/ Reklasifikasi/ Addition Disposals Reclassification


Akumulasi Penyusutan/ Accumulated Depreciation Gedung Kantor dan Bangunan Lain/ Office and Other Buildings Peralatan Operasi dan Kantor/ Operational and Office Equipment Kendaraan Bermotor/ Vehicles

74,644,068

8,817,295

--

--

83,461,363

524,138,385

104,643,084

22,486

--

628,758,983

29,105,577

7,852,072

3,156,673

--

33,800,976

627,888,030

121,312,451

3,179,159

--

746,021,322

140,858

9,237,125

--

--

9,377,983

Jumlah Akumulasi Penyusutan/ Total Accumulated of Depreciations

628,028,888

130,549,576

3,179,159

--

755,399,305

Nilai Tercatat/ Carrying Amount

591,313,394

Sub Jumlah/ Sub Total Aset Sewa Pembiayaan/ Finance Lease Assets


701,727,320

31 Desember/ December 2013 Penambahan/ Pengurangan/ Reklasifikasi/ Addition Disposals Reclassification


Harga Perolehan/ Acquisition Cost Aset Tetap Pemilikan Langsung/ Direct Acquisition Assets 3,515,187

--

185,400

--

3,329,787

145,866,546

55,107,277

389,276

--

200,584,547

580,000,957

214,423,114

1,100,000

(121,824,546)

671,499,525

37,043,819

16,151,695

2,709,430

--

50,486,084

766,426,508

285,682,086

4,384,106

(121,824,546)

925,899,942

Aset Sewa Pembiayaan/ Finance Lease Assets

112,480,222

--

32,339,887

83,142,525

163,282,860


112,480,222

--

32,339,887

83,142,525

163,282,860

Aset Tetap dalam Penyelesaian/ Construction in Progress

76,339,726

95,615,352

25,383,694

(16,411,905)

130,159,479


76,339,726

95,615,352

25,383,694

(16,411,905)

130,159,479

955,246,457

381,297,438

62,107,687

(55,093,926)

1,219,342,282

59,033,036

15,841,309

230,277

--

74,644,068

417,086,406

107,495,905

32,568,593

32,124,667

524,138,385

Hak atas Tanah/ Land Rights Gedung Kantor dan Bangunan Lain/ Office and Other Buildings Peralatan Operasional dan Kantor/ Operational and Office Equipment Kendaraan Bermotor/ Vehicles Sub Jumlah/ Sub Total

Jumlah Harga Perolehan/ Total Acquisition Cost Akumulasi Penyusutan/ Accumulated Depreciation Gedung Kantor dan Bangunan Lain/ Office and Other Buildings Peralatan Operasi dan Kantor/ Operational and Office Equipment Kendaraan Bermotor/ Vehicles Sub Jumlah/ Sub Total Aset Sewa Pembiayaan/ Finance Lease Assets

24,280,261

6,907,097

2,081,781

--

29,105,577

500,399,703

130,244,311

34,880,651

32,124,667

627,888,030

32,339,887

23,797

--

(32,222,826)

140,858

Jumlah Akumulasi Penyusutan/ Total Accumulated of Depreciations

532,739,590

130,268,108

34,880,651

(98,159)

628,028,888


422,506,867

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591,313,394

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Aset tetap gedung dan peralatan telah diasuransikan terhadap risiko gempa bumi, kebakaran, pencurian dan risiko lainnya, kepada PT Asuransi Jasa Indonesia (Persero) sebesar Rp 116.903.838.436 (Rupiah penuh), PT Jasa Raharja Putra (Persero) sebesar Rp 75.432.700.000 (Rupiah penuh), PT Jasindo Takaful sebesar Rp 44.554.000.000 (Rupiah penuh), PT Maskapai Asuransi Raya sebesar Rp 148.597.714 (Rupiah penuh), PT Asuransi Staco Mandiri Medan sebesar Rp 55.656.391.802 (Rupiah penuh), PT Asuransi Mega Pratama sebesar Rp 21.864.336.201 (Rupiah penuh) dan PT Asuransi Umum Bumi Putra Muda sebesar Rp 26.094.768.041 per 31 Desember 2014.

Building and equipments have been insured against earthquake, fire, theft and other risks associated with the property and equipment to PT Asuransi Jasa Indonesia (Persero) amounting to Rp 116,903,838,436 (Full amount), PT Jasa Raharja Putra (Persero) amounting to Rp 75,432,700,000 (Full amount), PT Jasindo Takaful amounting to Rp 44,554,000,000 (Full amount), PT Maskapai Asuransi Raya amounting to Rp 148,597,714 (Full amount), PT Asuransi Staco Mandiri Medan amounting to Rp 55,656,391,802 (Full amount), PT Asuransi Mega Pratama amounting to Rp 21,864,336,201 (Full amount) dan PT Asuransi Umum Bumi Putra Muda amounting to Rp 26,094,768,041 as of December 31, 2014.

Manajemen berpendapat bahwa nilai pertanggungan tersebut cukup untuk menutupi kemungkinan kerugian atas aset yang dipertanggungkan.

Management believes that the insured amounts are adequate to cover possible losses that might arise from the assets insured.

Rincian tingkat penyelesaian atas penambahan aset tetap dalam konstruksi per 31 Desember 2014 dan 31 Desember 2013 adalah sebagai berikut:

The detail additional of property and equipment under construction in progress as of December 31, 2014 and December 31, 2013 are as follows: 2014

Rp Gedung Kantor/ Office Buildings Sarana Pelengkap/ Facility

32,756,687 92,043,845

2013 Persentase Penyelesaian/ Percentage of Completion

Rp

50% 81%

78,146,082 17,586,661

124,800,532

Jumlah/ Total

Persentase Penyelesaian/ Percentage of Completion 50% 98%

95,732,743

13. Aset Takberwujud

13. Intangible Assets

a. Hak Pengusahaan Jalan Tol/ Toll Road Concession Rights Saldo Awal/ Beginning Balance Rp Harga Perolehan/ Acquisition Cost Akumulasi Amortisasi/ Accumulated Amortization Nilai Tercatat/ Carrying Amount


d1/February 6, 2015

Saldo Akhir/ Ending Balance Rp

25,541,535,264

2,662,890,294

--

--

28,204,425,558

3,579,414,118

689,596,650

--

--

4,269,010,768

21,962,121,146

Saldo Awal/ Beginning Balance Rp Harga Perolehan/ Acquisition Cost Akumulasi Amortisasi/ Accumulated Amortization

31 Desember/ December 2014 Penambahan/ Pengurangan/ Reklasifikasi/ Additions Disposals Reclassification Rp Rp Rp

23,935,414,790 31 Desember/ December 2013 Penambahan/ Pengurangan/ Reklasifikasi/ Additions Disposals Reclassification Rp Rp Rp


21,851,814,513

4,327,116,380

639,208,738

1,813,109

25,541,535,264

3,304,108,915

914,415,782

639,208,738

98,159

3,579,414,118

18,547,705,598

21,962,121,146

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b. Aset Takberwujud Lainnya/ Others Intangible Assets

Harga Perolehan/ Acquisition Cost Tanah Pra-Konstruksi/ Pre-Construction Land Perangkat Lunak/ Software Jumlah Harga Perolehan/ Total Acquisition Cost Akumulasi Amortisasi/ Accumulated Amortization Perangkat Lunak/ Software Nilai Tercatat/ Carrying Amount

Harga Perolehan/ Acquisition Cost Tanah Pra-Konstruksi/ Pre-Construction Land Perangkat Lunak/ Software Jumlah Harga Perolehan/ Total Acquisition Cost Akumulasi Amortisasi/ Accumulated Amortization Perangkat Lunak/ Software Nilai Tercatat/ Carrying Amount

Saldo Awal/ Beginning Balance Rp



630,024,173

1,525,169,770

--

--

2,155,193,943

32,936,993

27,269,773

--

--

60,206,766

662,961,166

1,552,439,543

--

--

2,215,400,709

21,842,628

10,389,887

--

--

32,232,515

641,118,538

Saldo Awal/ Beginning Balance Rp

2,183,168,194



338,807,033

439,129,096

147,911,956

--

630,024,173

37,500

32,899,493

--

--

32,936,993

338,844,533

472,028,589

147,911,956

--

662,961,166

23,250

21,819,378

--

--

21,842,628

338,821,283

641,118,538

Alokasi beban penyusutan aset tetap (Catatan 12) dan amortisasi hak pengusahaan jalan tol sebagai berikut:

Allocation of depreciation expense of fixed assets (Note 12) and amortization Toll Road Concession Rights expenses as follows:

2014 Rp

2013 Rp

Beban Pemeliharaan Jalan Tol Beban Umum dan Administrasi Beban Pelayanan Pemakai Jalan Tol Beban Pengumpulan Tol

644,185,877 35,474,113 57,831,741 93,044,380

892,453,544 32,607,362 55,804,423 85,637,939

Toll Road Maintenance Expenses General and Administrative Expenses Toll Road Service Expenses Toll Collection Expenses

Jumlah

830,536,111

1,066,503,268

Total

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14. Goodwill

14. Goodwill 2014 Rp

2013 Rp

36,879,508 2,120,709 2,848,350

36,879,508 2,120,709 2,848,350

41,848,567

41,848,567

Nilai Tercatat/ Carrying Amount Akuisisi/ Acquisition of PT Marga Nujyasumo Agung Akuisisi/ Acquisition of PT Marga Kunciran Cengkareng Akuisisi/ Acquisition of PT Jasa Layanan Pemeliharaan Jumlah/ Total

Berdasarkan Akta Perubahan Anggaran Dasar No.23, tanggal 10 Januari 2007, dari Notaris Buntario Tigris, SH dan telah mendapat persetujuan dari Menteri Hukum dan Hak Asasi Manusia dengan Surat Keputusan No.W700655.HT.01.04.Th.2007 tanggal 18 Januari 2007, pemegang saham PT Marga Nujyasumo Agung (MNA) menyetujui peningkatan modal dasar serta modal ditempatkan dan modal disetor masing-masing menjadi Rp 600.000.000.000 (Rupiah penuh) dan Rp 350.000.000.000 (Rupiah penuh) melalui penerbitan saham baru.

Based on the Deed of Changes of Articles of Association No. 23 dated January 10, 2007 of Notary Buntario Tigris, SH and as approved by the Minister of Law and Human Rights through Decree No.W7-00655.HT.01.04.Th.2007 dated January 18, 2007, the shareholders of PT Marga Nujyasumo Agung (MNA) agreed to increase its authorized capital and the issued and paid in capital to become Rp 600,000,000,000 (full Rupiah) and Rp 350,000,000,000 (full Rupiah), respectively, through a rights issue.

Berdasarkan kesepakatan bersama No. 46 tanggal 18 Pebruari 2009 dari Notaris Johny Dwikora Aron, SH atas peningkatan modal dasar tersebut, Perusahaan mengambil bagian sebesar Rp 330.000.000.000 (Rupiah penuh) atau setara dengan 55% penyertaan. Dengan demikian, klasifikasi investasi Perusahaan pada MNA berubah dari investasi jangka panjang menjadi investasi yang disertai kepentingan pengendali dan MNA dikonsolidasi sebagai entitas anak. Peningkatan di MNA ini dilakukan dengan akuisisi saham dari beberapa pemegang saham di MNA yaitu PT Moeladi, PT Kaliurang Daya Cipta, PT Dressa Cipta, PT Induco Matra dan pembelian saham portepel MNA.

Based on the Deed No.46 dated February 18, 2009 of Notary Johny Dwikora Aron, SH regarding the increasing of authorized capital, the Company participated in capital amounting to Rp 330,000,000,000 (full Rupiah) or representing 55% ownership. Therefore, the Company’s investment in MNA changed from long term investment to controlling interest and MNA is consolidated as subsidiaries. The capital increase in MNA was getting done by doing acquisition from the shareholders of MNA consisted of PT Moeladi, PT Kaliurang Daya Cipta, PT Dressa Cipta, PT Induco Matra and purchase of MNA’s treasury shares.

Pada tahun 2009 perusahaan telah mencatat goodwill Rp 36.879.508.000 (Rupiah penuh) berdasarkan estimasi yang dilakukan Perusahaan dan nilai yang tercatat pada tahun 2010 sebesar Rp 70.693.667.450 (Rupiah penuh) telah disesuaikan dengan hasil penilaian dari apraisal independen.

In 2009, the company has recorded goodwill which was estimated by the Company amounting to Rp 36,879,508,000 (full Rupiah) and the carrying value in 2010 amounted to Rp 70.693.667.450 (full Rupiah) has been adjusted for appraisal value from the independent appraisal.

Pada tahun 2010 Perusahaan melakukan akuisisi terhadap PT Marga Kunciran Cengkareng (MKC) yang bergerak dalam bidang jalan tol dengan jumlah penyertaan saham sebesar 75% kepemilikan. Perusahaan telah mencatat goodwill yang timbul dari akuisisi ini.

In 2010, the Company acquired PT Marga Kunciran Cengkareng (MKC), a company engaged in toll road with value of investment of shares representing 75% ownership. The Company has recorded goodwill arose from this acquisition.

Pada tahun 2010, Perusahaan juga telah melakukan akuisisi pada PT Sarana Margabhakti Utama (SMBU) yang bergerak di bidang jasa konstruksi, perdagangan dan persewaan kendaraan. Jumlah akuisisi adalah sebesar 99% kepemilikan saham. Perusahaan telah mencatat goodwill yang timbul dari akuisisi ini.

In 2010, the Company also acquired PT Sarana Margabhakti Utama (SMBU) which is engaged in construction, trading and rental vehicles. Total acquisition value amounted to 99% ownership. The Company has recorded goodwill arose from this acquisition.

Berdasarkan Akta Notaris No. 108 tanggal 10 Pebruari 2011 dari Notaris H. Feby Rubein Hidayat, SH., Notaris di Jakarta terdapat perubahan nama PT Sarana Margabhakti Utama

Based on Notarial Deed No. 108 dated February 10, 2011 from Notary H. Feby Rubein Hidayat, SH., a Notary in Jakarta, there was a change of name from PT Sarana

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(SMBU) menjadi PT Sarana Marga Utama (SMU), sekarang telah berganti nama menjadi PT Jasa Layanan Pemeliharaan (JLP).

Margabhakti Utama (SMBU) become PT Sarana Marga Utama (SMU), now changed to PT Jasa Layanan Pemeliharaan (JLP).

15. Aset Lain-lain

15. Other Assets 2014 Rp

2013 Rp

71,479,161 28,701,943 34,203,915

51,485,131 54,877,581 34,203,915

12,027,508 1,450,423

12,027,508 4,673,374

Advance for Contractors Guarantees Foreclosed Assets Surabaya – Gempol Toll Road Porong-Gempol Section Others

Total Aset Lain-lain

147,862,950

157,267,509

Total Other Assets

Penyisihan Penurunan Nilai Aset

(26,302,053)

(26,302,053)

Allowance for Impairment Losses

Jumlah – Bersih

121,560,897

130,965,456

Total – Net

Uang Muka Kontraktor Jaminan Aset Diambil Alih Jalan Tol Ruas Surabaya – Gempol Seksi Porong – Gempol Lainnya

a. Uang Muka Kontraktor Merupakan uang muka kontraktor dan konsultan dalam rangka pembangunan jalan tol, pelapisan ulang, pengadaan peralatan jalan tol dan pengadaan jalan lain yang akan diperhitungkan dengan tagihan atas kemajuan pekerjaan kontraktor dan konsultan.

a. Advances for Contractors Represents down payments to contractors and consultants for toll road construction, overlay, toll road equipment procurement and other road procurements and are calculated from the invoice of working progress from the contractors and consultants.

b. Jaminan Merupakan garansi bank yang ditempatkan Perusahaan selaku pemegang hak pengusahaan jalan tol sebagai jaminan pelaksanaan dan penyelesaian konstruksi jalan tol.

b. Guarantee Represent bank guarantee which placed by the Company as the winner of concession right of toll road, as a guarantee of execution and completion of the toll road construction.

c. Aset Diambil Alih

c. Foreclosed Assets 2014 Rp

2013 Rp

Ruas Tol Semarang-Demak (MME) Ruas Tol Cileunyi-Nagrek (PT Wijaya Karya) Ruas Tol Pandaan-Pasuruan (PT Giri Adya Sejati)

20,129,778 12,000,000 2,074,137

20,129,778 Toll Road Semarang-Demak (MME) 12,000,000 Toll Road Cileunyi-Nagrek (PT Wijaya Karya) 2,074,137 Toll Road Pandaan-Pasuruan (PT Giri Adya Sejati)

Sub Jumlah

34,203,915

34,203,915

Sub Total

Penyisihan Penurunan Nilai Aset: Ruas Tol Semarang-Demak (MME) Ruas Tol Cileunyi-Nagrek (PT Wijaya Karya) Ruas Tol Pandaan-Pasuruan (PT Giri Adya Sejati)

12,227,916 12,000,000 2,074,137

12,227,916 12,000,000 2,074,137

Allowance for Impairment Losses: Ruas Tol Semarang-Demak (MME) Ruas Tol Cileunyi-Nagrek (PT Wijaya Karya) Ruas Tol Pandaan-Pasuruan (PT Giri Adya Sejati)

Sub Jumlah

26,302,053

26,302,053

Sub Total

d. Jalan Tol Ruas Surabaya – Gempol Seksi Porong – Gempol Jalan tol Seksi Porong - Gempol merupakan bagian dari jalan tol Surabaya - Gempol yang mengalami dampak dari musibah genangan lumpur PT Lapindo Brantas sehingga mengakibatkan tidak berfungsinya jalan tol tersebut (lihat catatan 45.b).

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d. Surabaya – Gempol Toll Road Porong – Gempol Section Section Porong – Gempol toll road which is part of Surabaya – Gempol toll road has been affected by mud disaster of PT Lapindo Brantas which resulted in malfunction of the toll road (see note 45.b).

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Sehubungan dengan dilakukannya penutupan sebagian jalan tol Surabaya - Gempol Seksi Porong - Gempol pada 11 Juli 2006, dan ditindaklanjuti dengan Surat Menteri Pekerjaan Umum No. 297/KPTS/M/2006 tanggal 11 Agustus 2006 tentang Pencabutan Sementara Status Sebagai Jalan Tol Sebagian Ruas Jalan Tol Surabaya Gempol Seksi Porong – Gempol, Perusahaan mencatat aset jalan tol seksi Porong – Gempol kedalam Aset LainLain sebesar Rp 12.027.508.035 (Rupiah penuh).

In line with the partial closure of Section Porong-Gempol of Surabaya-Gempol toll road on July 11, 2006, which followed up by letter from the Minister of Public Works No. 297/KPTS/M/2006 dated August 11, 2006 regarding the Temporary Revocation of Status of Some Part of Section Porong - Gempol of Surabaya – Gempol Toll Road, the Company recognised the Section Porong – Gempol toll road into Other Assets amounting to Rp 12,027,508,035 (full Rupiah).

16. Utang Usaha

16. Accounts Payable

Merupakan utang kepada pemasok untuk pengadaan barang cetakan, alat tulis kantor, karcis tol, obat-obatan dan pakaian dinas serta utang usaha atas jasa pemeliharaan dan pembersihan jalan tol.

Represent payables to suppliers associated with the procurement of printing goods, office stationery, toll tickets, medicine, uniform, toll road maintenance and cleaning services.

2014 Rp

2013 Rp

Pihak Berelasi (Catatan 43) Pihak Ketiga

5,389,001 186,286,485

7,990,621 92,040,815

Related Parties (Note 43) Third Parties

Jumlah

191,675,486

100,031,436

Total

17. Utang Kontraktor

17. Contractors Payable

Merupakan utang kepada kontraktor, konsultan dan rekanan sehubungan dengan pembangunan jalan, pelapisan ulang, pengadaan fasilitas tol dan bangunan lain.

Represents payables to contractors, consultants and partners associated with the construction of roads, overlay and procurement of toll facilities and other buildings. 2014 Rp

Pihak Berelasi (Catatan 43)/ Related Parties (Note 43)

2013 Rp

754,755,358

1,018,819,471

63,357,311 15,977,545 15,620,181 12,319,502 11,686,209 10,674,204 10,501,215 8,259,490 7,864,232 6,344,717 5,781,001 5,644,521 5,009,113 2,945,982 2,531,096 2,496,442 2,364,171

10,481,810 7,003,216 17,805,793 13,855,080 7,020,997 4,073,554 1,244,947 10,474,087 2,259,859 --1,529,261 2,463,756 7,376 1,601,781 ---

Pihak Ketiga/ Third Parties PT Jaya Konstruksi Manggala Pratama Tbk PT Module Intracs Yasatama PT Aremix 3M PT Manikam Mega Persada PT Perkasa Adiguna Sembada PT Kadi International PT Pancatunggal Karsasejati PT Delameta Bilano PT Roadmixindo Raya PT Marga Maju Mapan PT Aremix Planindo PT Marga Bumikhatulistiwa PT Sumber Batu PT Annisa Bintang Blitar PT Multi Phi Beta PT Henny Eka Pratama PT Rajawali Gema Permai Indonesia

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2013 Rp

2,226,817 2,122,952 2,035,865 2,030,319 37,940,591

--2,554,174 6,074,078 46,179,041


235,733,476

134,628,810

Jumlah/ Total

990,488,834

1,153,448,281

PT Barito Permai PT Sarana Marga Perkasa PT Bauer Pratama Indonesia PT Widya Sapta Colas Lain-lain (masing-masing di bawah Rp 2 Milyar)/ Others (each below Rp 2 Billion)

18. Utang Lain-lain

18. Other Payables 2014 Rp

2013 Rp

Pihak Ketiga/ Third Parties PT PPA Finance Area Pramuka Cibubur & TMII PT Astra Credit Company Lainnya/ Others

10,134,109 2,388,715 -61,138,307

12,262,599 2,388,715 2,799,979 38,958,118

Jumlah/ Total

73,661,131

56,409,411

Utang lain-lain Area Pramuka Cibubur dan Taman Mini Indonesia Indah merupakan sumbangan Perusahaan kepada Kwartir Nasional Gerakan Pramuka dan Taman Mini Indonesia lndah yang didasarkan pada Keputusan Presiden No.14 Tahun 1981 tentang penggunaan sebagian dari pendapatan tol pada pintu gerbang menuju/dari Taman Mini Indonesia lndah dan Arena Pramuka Cibubur. Namun, sejak tanggal 26 Januari 2008, Pemerintah mengeluarkan Peraturan Presiden No.3 Tahun 2008 mengenai pencabutan Keputusan Presiden No.14 Tahun 1981.

Other payables Pramuka Cibubur Area and Taman Mini Indonesia lndah (TMII) represents the Company's contribution to Kwartir Nasional Gerakan Pramuka Cibubur and TMII that is based on Presidential Decree No.14 year 1981 regarding the use of a portion of toll revenue at the gateway to/from Taman Mini Indonesia Indah and Cibubur Scout Area Toll gates. However, since the date of January 26, 2008, the Government issued Presidential Regulation No.3 year 2008 for the revocation of the Presidential Decree No.14 year 1981.

19. Beban Akrual

19. Accrued Expenses 2014 Rp

2013 Rp Interest Expenses

Beban Bunga Obligasi Utang Bank PT Bank Central Asia Tbk Pihak Berelasi (Catatan 43) Utang Bank Sindikasi Beban Umum dan Administrasi Beban Gaji dan Tunjangan Beban Kerjasama Operasi Lain-lain

82,971,826

77,530,340

8,594,667 -15,330,996 185,373,757 95,822,682 792,321 27,378,166

7,971,200 2,979,167 15,971,358 155,431,430 118,064,239 66,890,996 19,839,883

Bonds Bank Loans PT Bank Central Asia Tbk Related Party (Note 43) Syndicated Bank Loan General and Administrative Expenses Salaries and Allowances Expenses Joint Operation Expenses Others

Jumlah

416,264,415

464,678,613

Total

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20. Utang Bank

20. Bank Loans

Utang Bank Jangka Pendek/ Short-term Bank Loan: 2014 Rp

2013 Rp

586,690,195 23,809,583

636,007,177 19,833,171

610,499,778

655,840,348

2014 Rp

2013 Rp

Pihak Ketiga/ Third Parties PT Bank Central Asia Tbk PT Bank DBS Indonesia Jumlah/ Total

Bagian Jangka Pendek/ Current Portion:

Pihak Berelasi (Catatan 43)/ Related Parties (Note 43)

41,599,279

292,972,283

1,216,831 345,098

2,244,880 --

43,161,208

295,217,163

Pihak Ketiga/ Third Parties PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk PT Bank Pembangunan Daerah Bali Jumlah/ Total

Bagian Jangka Panjang/ Long Term Portion: 2014 Rp Pihak Berelasi (Catatan 43)/ Related Parties (Note 43)

2013 Rp

5,529,802,171

4,632,708,859

209,234,856 197,095,855 137,348,875 129,544,531 107,380,191 68,674,437 67,036,686 38,722,688

130,226,657 119,398,896 119,704,044 88,924,692 75,988,929 59,852,022 51,835,794 41,558,060

955,038,119

687,489,094

6,484,840,290

5,320,197,953

Pihak Ketiga/ Third Parties PT Bank DKI PT Bank Pembangunan Daerah Jawa Timur Tbk PT Bank Central Asia Tbk PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk PT Bank Pembangunan Daerah Sumatera Utara PT Bank Pembangunan Daerah Bali PT Bank Bukopin Tbk PT Bank Pembangunan Daerah Jawa Tengah Sub Jumlah/ Sub Total Jumlah/ Total

Persyaratan rasio keuangan Perusahaan berdasarkan perjanjian kredit masing-masing bank adalah Rasio Utang terhadap Ekuitas (DER) maksimal 5:1 dan Interest Coverage Ratio (ICR) minimal 1,25:1.

The Company's financial ratio requirement based on each bank's credit agreement is a Debt to Equity Ratio (DER) maximum of 5:1 and Interest Coverage Ratio (ICR) minimum of 1.25:1.

Pinjaman pada PT Bank Central Asia Tbk Berdasarkan Akta Perjanjian Kredit Investasi No. 37, tanggal 25 Oktober 2005 dibuat dihadapan Notaris Ir. Nanette Cahyanie Handari Adi Warsito, S.H., Perseroan mendapatkan fasilitas kredit investasi dengan tujuan untuk pembiayaan proyek jalan tol JORR II (Seksi E1, E3) sebesar Rp 350.000.000.000 (Rupiah penuh). Akta ini diubah dengan Akta Addendum Perjanjian Kredit Investasi No. 53, tanggal 28 April 2006 untuk fasilitas kredit investasi sebesar Rp 310.000.000.000 (Rupiah penuh) dan Akta Perjanjian Kredit No. 54, tanggal 28 April 2006 sebagaimana kemudian diubah dalam Akta Addendum Perjanjian Kredit Modal Kerja

Loan from PT Bank Central Asia Tbk Based on the Deed of Credit Agreement No. 37, dated October 25, 2005 of Notary Ir. Nanette Cahyanie Handari Adi Warsito, S.H., the Company has obtained loan facilities amounting to Rp 350,000,000,000 (full Rupiah) for the purpose of financing JORR II toll road project (E1, E3 Section). The Deed has been changed with the Deed of Credit Agreement No. 53, dated April 28, 2006 for the loan facilities amounting to Rp 310,000,000,000 (full Rupiah) and based on the Deed of Credit Agreement No. 54 dated April 28, 2006 as changed in Deed of Amendment to Working Capital Credit Agreement No. 6, dated August 10, 2006,

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No. 6, tanggal 10 Agustus 2006 dari Notaris Ir. Nanette Cahyanie Handari Adi Warsito, S.H., Akta Addendum Perjanjian Kredit No. 47 tanggal 29 Maret 2007 dan Akta Addendum Perjanjian Kredit No. 06 tanggal 6 Juni 2007 dari Notaris Poerbaningsih Adi Warsito, S.H., Perusahaan memperoleh fasilitas time loan revolving sebesar Rp 40.000.000.000 (Rupiah penuh) untuk jangka waktu 1 tahun dan mendapat tambahan jumlah pokok fasilitas kredit sebesar Rp 596.000.000.000 (Rupiah penuh) sehingga jumlah fasilitas yang diterima Perusahaan menjadi Rp 636.000.000.000 (Rupiah penuh), tingkat suku bunga pinjaman sama dengan suku bunga deposito rupiah untuk jangka waktu 3 (tiga) bulan yang berlaku di BCA untuk nilai nominal deposito lebih besar atau sama dengan Rp 25.000.000.000 (Rupiah penuh) yang dipublikasikan secara umum ditambah 3,9% per tahun. Berdasarkan Akta Addendum No. 11 tanggal 12 Agustus 2014, jangka waktu kredit diperpanjang dari 13 Agustus 2014 menjadi jatuh tempo pada 13 Agustus 2015. Perusahaan tidak memberikan jaminan terhadap pinjaman ini. Utang bank diberikan secara Negative Pledge, sehingga debitur tidak menyerahkan jaminan/ agunan yang sifatnya preferen dan/atau separatis baik kepada bank maupun kepada kreditur lainnya. Jumlah pinjaman bank pada 31 Desember 2014 sebesar Rp 586.690.195.000 (Rupiah penuh).

Deed of Addendum to Credit Agreement No. 47 dated March 29, 2007 and Deed of Amendment to Credit Agreement No. 06 dated June 6, 2007 of Notary Ir. Nanette Cahyanie Handari Adi Warsito, S.H., the Company has obtained time loan revolving facility amounting to Rp 40,000,000,000 (full Rupiah) for a period of 1 year and an additional credit facility amounting to Rp 596,000,000,000 (full Rupiah). Total facilities obtained by the Company were amounting to Rp 636,000,000,000 (full Rupiah), the loan interest rate equal to the rate of rupiah deposits for a period of 3 (three) months in the BCA applies to the nominal value of deposits greater than or equal to Rp 25,000,000,000 (full Rupiah), published in general plus 3.9% per annum. Based on the Deed of Amendment No. 11 dated August 12, 2014, the maturity of the loan has been extended from August 13, 2014 to August 13, 2015. The Company does not provide a guarantee against the loan. The bank loan is given by Negative Pledge, so that the debtor does not submit guarantee/collateral that are preferred and/or separated either to the bank or other creditors. The Total outstanding loan as of December 31, 2014 amounting to Rp 586,690,195,000 (full Rupiah).

Pinjaman pada PT Bank Mandiri (Persero) Tbk Berdasarkan Akta Perjanjian Kredit No. 22, tanggal 09 Agustus 2010, yang telah mengalami perubahan dengan Akta Addendum No.75 tanggal 23 Juli 2014 dari Notaris Ir. Nanette Cahyani Handari Adi Warsito, S.H., Perusahaan memperoleh fasilitas pinjaman sebesar Rp 1.000.000.000.000 (Rupiah penuh) untuk jangka waktu 1 tahun. Tingkat bunga pinjaman mengacu pada suku bunga deposito 3 (tiga) bulan Bank ditambah 4,00% (empat persen). Batas waktu jatuh tempo fasilitas kredit modal kerja tersebut diperpanjang menjadi 08 Agustus 2015 Perusahaan wajib membayar provisi kepada PT Bank Mandiri (Persero) Tbk sebesar 0,25% per tahun dihitung secara proporsional. Perusahaan tidak memberikan jaminan terhadap pinjaman ini. Utang bank diberikan secara Negative Pledge, sehingga debitur tidak menyerahkan jaminan/ agunan yang sifatnya preferen dan/atau separatis baik kepada bank maupun kepada kreditur lainnya. Sampai dengan laporan keuangan dibuat, per tanggal 31 Desember 2014, Perusahaan telah melunasi fasilitas kredit sebesar Rp 250.000.000.000 (Rupiah penuh), sehingga perusahaan tidak memiliki saldo fasilitas pinjaman tersebut.

Loan from PT Bank Mandiri (Persero) Tbk Based on the Deed of Credit Agreement No. 22, dated August 09, 2010 which lastly amended by the Deed of Amendment to Credit Agreement No.75, dated July 23, 2014 of Notary Ir. Nanette Cahyani Handari Adi Warsito, S.H., the Company has obtained loan facilities amounting to Rp 1,000,000,000,000 (full Rupiah) for a period of 1 year. The loan interest rate refers to the deposit rate 3 (three) months Bank plus 4.00% (four percent). The maturity of this working capital credit facility has been extended to August 08, 2015. The company obliged to pay the provision fee to PT Bank Mandiri (Persero) Tbk at 0.25% per annum calculated proportionally. The Company does not provide a guarantee against the loan. The bank loan is given by Negative Pledge, so that the debtor does not submit guarantee/collateral that are preferred and/or separated either to the bank or other creditors. Until the date of the financial statements, as of December 31, 2014, the Company has paid the loan facility amounting to Rp 250,000,000,000 (full Rupiah), thus the Company has no outstanding loans payable.

Pinjaman pada PT Bank DBS Indonesia PT Jasa Layanan Pemeliharaan (Entitas Anak) mengadakan perjanjian gadai No. 29/PG-DBSI/II/2013 antara JLP dengan PT Bank DBS Indonesia yang dituangkan dalam akta notaris Sulistyanigsih, S.H., No. 88 tanggal 22 Pebruari 2013, JLP memperoleh fasilitas perbankan dari Bank dalam bentuk Uncommitted Revolving Credit Facility dengan jumlah fasilitas tersedia maksimum sebesar Rp 30.000.000.000 (Rupiah penuh), Uncommitted Omnibus Facility dengan jumlah fasilitas tersedia maksimum sebesar Rp 10.000.000.000

Loan from PT Bank DBS Indonesia PT Jasa Layanan Pemeliharaan (the Subsidiary) held the agreement of Pledge No. 29/PG-DBSI/II/2013 between the JLP and PT Bank DBS Indonesia noted in the notary deed Sulistyanigsih, S.H., no. 88 dated February 22, 2013, JLP acquired the banking facilities from banks in the form of Uncommitted Revolving Credit Facility with a maximum amount of available facilities amounting to Rp 30,000,000,000 (full Rupiah), Uncommitted Omnibus Facility with maximum amount of facilities available at

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(Rupiah penuh) dan Uncommitted Bank Guarantee Facility dengan jumlah fasilitas tersedia maksimum sebesar Rp 10.000.000.000 (Rupiah penuh) Semua fasilitas kredit berakhir pada tanggal 22 Pebruari 2015 atas masa kredit 1 tahun, dengan pembebanan tingkat suku bunga sebesar 10,25–10,75% pertahun berbasis mengambang.

Rp 10,000,000,000 (full Rupiah) and Uncommitted Bank Guarantee Facility with maximum amount of facilities available at Rp 10,000,000,000 (full Rupiah). All of credit facility expired on the 22nd of February 2015 1 year credit period is over, with the imposition of interest rate of 10.2510.75% per year based floating.

Pinjaman Sindikasi dengan PT Bank Mandiri (Persero) Tbk, PT Bank Negara Indonesia (Persero) Tbk, PT Bank Rakyat Indonesia (Persero) Tbk, PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk dan PT Bank Bukopin Tbk

Syndicates Loan from PT Bank Mandiri (Persero) Tbk, PT Bank Negara Indonesia (Persero) Tbk, PT Bank Rakyat Indonesia (Persero) Tbk, PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk and PT Bank Bukopin Tbk

a. PT Marga Sarana Jabar (MSJ) Pada tanggal 18 Nopember 2009, MSJ mengadakan perjanjian kredit sindikasi antara MSJ dengan PT Bank Mandiri (Persero) Tbk, PT Bank Negara Indonesia (Persero) Tbk, PT Bank Rakyat Indonesia (Persero) Tbk dan PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk berdasarkan Akta Perjanjian Kredit Sindikasi No. 64, tanggal 18 Nopember 2009 oleh Notaris Fatimah, S.H., Fasilitas kredit yang diberikan adalah maksimum sebesar Rp 1.053.447.000.000 (Rupiah penuh) dan jatuh tempo pada tanggal 6 Maret 2022. Pinjaman ini dikenakan suku bunga sebesar average time deposit ditambah margin 6 % per tahun. Saldo Per 31 Desember 2014 adalah Rp 526.839.554.003 (Rupiah penuh), dengan jaminan atas pendapatan jalan tol sesuai akta perjanjian No. 43 tanggal 16 Desember 2009 oleh Notaris Fatimah, S.H.

a. PT Marga Sarana Jabar (MSJ) On November 18, 2009, MSJ obtained syndicate credit agreement between MSJ with PT Bank Mandiri (Persero) Tbk, PT Bank Negara Indonesia (Persero) Tbk, PT Bank Rakyat Indonesia (Persero) Tbk and PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk based on the Deed of Syndicate Credit Agreement No. 64 dated November 18, 2009 of Notary Fatimah, S.H., Credit facility is granted with maximum limit amounting to Rp 1,053,447,000,000 (full Rupiah) and will mature on March 6, 2022, The loan bears interest at the average time deposits plus a margin of 6% per annum. As of December 31, 2014, the outstanding loan amounting to Rp 526,839,554,003 (full Rupiah), provided with collateral in form of toll road revenue as stipulated in the Deed No. 43 dated December 16, 2009 of Notary Fatimah, S.H.

b. PT Marga Nujyasumo Agung (MNA) Pada tanggal 24 Januari 2007, MNA telah mengadakan perjanjian kredit sindikasi dengan PT Bank Negara Indonesia Tbk, PT Bank Rakyat Indonesia Tbk dan PT Bank Bukopin Tbk, dan telah dikuatkan dengan akta Perjanjian Kredit Sindikasi No. 33, tanggal 24 Januari 2007 oleh Fatimah, S.H., Notaris di Jakarta. Fasilitas kredit yang diterima MNA adalah maksimum sebesar Rp 1.526.000.000.000 (Rupiah penuh) yang terdiri dari Fasilitas Kredit Investasi sebesar Rp 1.374.576.000.000 (Rupiah penuh) dan Fasilitas Bunga Masa Konstruksi (Interest During Construction) sebesar Rp 151.424.000.000 (Rupiah penuh), dengan jangka waktu 44 Triwulan atau 11 tahun termasuk masa tenggang 2 tahun 6 bulan terhitung sejak ditandatanganinya akta dan berakhir pada tanggal 24 Januari 2018. Atas pinjaman ini perusahaan dikenakan suku bunga secara Weighted Average atas dasar suku bunga yang disampaikan oleh masing-masing kreditur kepada agen fasilitas yaitu PT Bank Negara Indonesia Tbk Untuk pertama kalinya bunga dibebankan sebesar 16% pertahun. Jaminan pinjaman antara lain Tagihan atas pendapatan tol dan pendapatan usaha lain yang akan diikat secara fidusia dengan nilai penjaminan sebesar Rp 3.356.656.000.000 (Rupiah penuh). Saldo 31 Desember 2014 sebesar Rp 1.001.147.808.852 (Rupiah penuh).

b. PT Marga Nujyasumo Agung (MNA) On January 24, 2007, MNA entered into syndicated credit agreement with PT Bank Negara Indonesia Tbk, PT Bank Rakyat Indonesia Tbk dan PT Bank Bukopin Tbk as put forth into Deed of Syndicated Credit Agreement No.33 dated January 24, 2007 of Fatimah, S.H., Notary in Jakarta. The credit facility granted by MNA with the maximum limit of Rp 1,526,000,000,000 (full Rupiah) comprises of Investment Credit Facility amounting to Rp 1,374,576,000,000 (full Rupiah) and Interest During Construction Facility amounting to Rp 151,424,000,000 (full Rupiah), with term of credit for 44 quarter or 11 years including grace period of 2 years and 6 months since the signing of loan agreement deed and will mature on January 24, 2018. The interest were charged on weighted average rate on the basis of the rate of each bank which were provided to the PT Bank Negara Indonesia Tbk as the agent of the syndicated banks. For the first time interest loan changed was 16% per annum. The loan is proved with collaterals consisting of toll road revenue and other operating revenues which are binded fiducially with the amount of guarantee of Rp 3,356,656,000,000 (full Rupiah). The outstanding loan as of December 31, 2014 amounting to Rp 1,001,147,808,852 (full Rupiah).

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c. PT Trans Marga Jateng (TMJ) Berdasarkan Perjanjian Kredit No. 21 tanggal 11 Desember 2009, TMJ mengadakan perjanjian kredit sindikasi dengan PT Bank Negara Indonesia (Persero) Tbk, PT Bank Mandiri (Persero) Tbk, PT Bank Rakyat Indonesia (Persero) Tbk, PT Bank Pembangunan Daerah Jawa Tengah untuk pembiayaan Proyek Jalan Tol Semarang - Solo seksi 1 sebesar maksimum kredit Rp 4.697.960.000.000 (Rupiah penuh) yang terdiri dari Fasilitas Kredit Tranche I sebesar Rp 2.745.579.000.000 (Rupiah penuh) dan Tranche II sebesar Rp 1.952.381.000.000 (Rupiah penuh). Jangka waktu fasilitas kredit, termasuk masa tenggang terhitung sejak ditandatanganinya akta dan berakhir pada tanggal 6 Maret 2022. Tingkat suku bunga Average Time Deposit untuk jangka waktu 3 bulan dari bank-bank sindikasi yang dimuat di media massa ditambah margin 6% dengan jaminan berupa tagihan atas pendapatan tol dan pendapatan usaha lain yang akan diikat secara fidusia dengan nilai penjaminan sebesar Rp 6.711.371.000.000 (Rupiah penuh). Saldo 31 Desember 2014 sebesar Rp 1.819.265.032.341 (Rupiah penuh).

c. PT Trans Marga Jateng (TMJ) Based on the Deed No. 21 dated December 11, 2009 TMJ had syndicates credit agreement with PT Bank Negara Indonesia (Persero) Tbk, PT Bank Mandiri (Persero) Tbk, PT Bank Rakyat Indonesia (Persero) Tbk, PT Bank Pembangunan Daerah Jawa Tengah for financing Semarang - Solo Toll Road Project Section I amounting to Rp 4,697,960,000,000 (full Rupiah) comprises of investment scheme facilities for Tranche I amounting to Rp 2,745,579,000,000 (full Rupiah) and Tranche II amounting to Rp 1,952,381,000,000 (full Rupiah). Credit Facility period included grace period start since signed loan agreement deed and it will mature on March 6, 2022. The Weighted Average Time Deposit Rate for 3 months period from syndicated banks plus 6% for margin with collateral toll revenue and others revenues and will bonded fiducially amounting to Rp 6,711,371,000,000 (full Rupiah). As of December 31, 2014, the outstanding loan was Rp 1,819.265.032.341 (full Rupiah).

d. PT Marga Lingkar Jakarta (MLJ) Berdasarkan Perjanjian Kredit Sindikasi No.13 tanggal 13 Oktober 2011, MLJ menandatangani perjanjian kredit sindikasi dengan PT Bank Mandiri (Persero) Tbk dan PT Bank DKI untuk pembiayaan proyek pembagunan jalan tol Lingkarluar Jakarta Seksi W2 Utara dengan maksimum kredit Rp 1.554.000.000.000 (Rupiah penuh) termasuk IDC Rp 168.000.000.000 (Rupiah penuh). Jangka waktu fasilitas kredit adalah 15 tahun sejak ditandatanganinya akta. Tingkat suku bunga untuk 1 tahun pertama adalah 10%, untuk selanjutnya menggunakan tingkat suku bunga Average Time Deposit untuk jangka waktu 3 bulan dari bank-bank sindikasi yang dimuat di media massa ditambah margin 4% dengan jaminan berupa tagihan atas pendapatan tol dan pendapatan usaha lainnya yang akan diikat secara fidusia dengan nilai penjaminan sebesar Rp 2.149.000.000.000 (Rupiah penuh). Saldo per 31 Desember 2014 sebesar Rp 945.847.824.126 (Rupiah penuh.

d. PT Marga Lingkar Jakarta (MLJ) Based on the Deed of Syndicates Credit No.13 dated October 13, 2011, MLJ signed syndicates credit agreement with PT Bank Mandiri (Persero) Tbk and PT Bank DKI for financing Jakarta Outer Ring Road Section W2 North with maximum limit of Rp 1,554,000,000,000 (full Rupiah) including Interest During Construction (IDC) Rp 168,000,000,000 (full Rupiah). The Maturity Date of Credit is 15 years which be effective since the signing of the Deed. The interest rate is 10% per annum for the first year and for the remaining years using 3 months of Average Time Deposit Rate from syndicated banks plus 4% of margin with collateral toll revenues and other revenues and will bonded fiducially amounting to Rp 2,149,000,000,000 (full Rupiah). The outstanding loan as of December 31, 2014 amounting to Rp 945,847,824,126 (full Rupiah).

e. PT Jasamarga Bali Tol (JBT) Berdasarkan Akta Perjanjian Kredit Sindikasi No. 79 tanggal 22 Juni 2012, JBT telah memperoleh fasilitas Kredit Investasi (KI) Sindikasi Pembiayaan Proyek Jalan Tol Nusa Dua – Ngurah Rai – Benoa dari PT Bank Mandiri (Persero) Tbk, PT Bank Negara Indonesia (persero) Tbk, PT Bank Rakyat Indonesia (Persero) Tbk, PT Bank Central Asia Tbk, PT Bank Tabungan Negara (Persero) Tbk dan PT Bank Pembangunan Daerah Bali dengan jumlah maksimum kredit sebesar Rp 1.622.000.000.000 (Rupiah penuh) termasuk IDC sebesar Rp 117.300.000.000 (Rupiah penuh). Jangka waktu fasilitas kredit adalah 15 tahun sejak ditandatanganinya akta. Tingkat suku bunga untuk 1

e. PT Jasamarga Bali Tol (JBT) Based on the Deed of Syndicates Credit No. 79 dated June 22, 2012, JBT signed syndicates credit agreement with PT Bank Mandiri (Persero) Tbk, PT Bank Negara Indonesia (Persero) Tbk, PT Bank Rakyat Indonesia (Persero) Tbk, PT Bank Central Asia Tbk, PT Bank Tabungan Negara (Persero) Tbk dan PT Bank Pembangunan Daerah Bali for financing Nusa Dua – Ngurah Rai – Benoa Toll Road Project with maximum limit of Rp 1,622,000,000,000 (full Rupiah) including Interest During Construction with maximum limit of Rp 117,300,000,000 (full Rupiah). The Maturity Date of Credit is 15 years which be effective since the signing of the Deed. The Interest Rate is 10% per

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tahun pertama adalah 10%, untuk selanjutnya menggunakan tingkat suku bunga Simple Interest Rate ditambah marjin sebesar 5% dengan jaminan berupa tagihan atas pendapatan tol dan pendapatan usaha lainnya yang akan diikat secara fidusia dengan nilai penjaminan sebesar Rp 2.484.780.000.000 (Rupiah penuh). Saldo per 31 Desember 2014 sebesar Rp 1.200.456.771.336 (Rupiah penuh).

annum for the first year and for the remaining years using Simple Interest Rate from syndicated banks plus 5% of margin with collateral toll revenues and other revenues and will bonded fiducially amounting to Rp 2,484,780,000,000 (full Rupiah). The outstanding loan as of December 31, 2014 amounting to Rp 1,200,456,771,336 (full Rupiah).

f. PT Jasamarga Pandaan Tol (JPT) Berdasarkan Perjanjian Kredit Sindikasi No. 38 tanggal 12 Juni 2012, JPT menandatangani perjanjian kredit sindikasi dengan PT Bank Mandiri (Persero) Tbk, PT Bank DKI, PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk, PT Bank Pembangunan Daerah Jawa Timur Tbk untuk pembiayaan proyek pembagunan jalan tol Gempol - Pandaan dengan maksimum kredit Rp 733.000.000.000 (Rupiah penuh) termasuk IDC Rp 84.000.000.000 (Rupiah penuh). Jangka waktu fasilitas kredit adalah 15 tahun sejak ditandatanganinya akta. Tingkat suku bunga untuk 1 tahun pertama adalah 10,50%, untuk selanjutnya menggunakan tingkat suku bunga Simple Interest Rate ditambah margin 5,25% dengan jaminan berupa tagihan atas pendapatan tol dan pendapatan usaha lainnya yang akan diikat secara fidusia dengan nilai penjaminan sebesar Rp 1.202.242.000.000 (Rupiah penuh). Saldo per 31 Desember 2014 sebesar Rp 624.460.095.865 (Rupiah penuh).

f. PT Jasamarga Pandaan Tol (JPT) Based on the Deed of Syndicates Credit No. 38 dated June 12, 2012, JPT signed syndicates credit agreement with PT Bank Mandiri (Persero) Tbk, PT Bank DKI, PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk, PT Bank Pembangunan Daerah Jawa Timur Tbk for financing Gempol – Pandaan Toll Road with maximum limit of Rp 733,000,000,000 (full Rupiah) including Interest During Construction (IDC) Rp 84,000,000,000 (full Rupiah). The Maturity Date of Credit is 15 years which be effective since the signing of the Deed. The Interest Rate is 10.50% per annum for the first year and for the remaining years using Simple Interest Rate from syndicated banks plus 5.25% of margin with collateral toll revenues and other revenues and will bonded fiduciary amounting to Rp 1,202,242,000,000 (full Rupiah). The outstanding loan as of December 31, 2014 amounting to Rp 624,460,095,865 (full Rupiah).

21. Utang Obligasi

21. Bonds Payable 2014 Rp

Obligasi Jasa Marga: XIII Seri R

2013 Rp Jasa Marga Bond: XIII - R Series

1,500,000,000 1,000,000,000 1,000,000,000 259,154,384 -400,000,000 1,000,000,000 1,000,000,000

1,500,000,000 1,000,000,000 1,000,000,000 259,154,384 700,000,000 400,000,000 1,000,000,000 --

Total

6,159,154,384

5,859,154,384

Total

Biaya Penerbitan yang Belum Diamortisasi Jumlah Utang Obligasi

(14,724,321) 6,144,430,063

(14,778,396) 5,844,375,988

Unamortized Bond Issuance Cost Total Bond Payable

--

(700,000,000)

Current Maturities

6,144,430,063

5,144,375,988

Bond Payable of Long - Term Portion

XII Seri Q XIV Seri JM - 10 JORR II Seri S A Seri S B Seri S C Seri S T

Bagian yang Jatuh Tempo Dalam Satu Tahun Utang Obligasi Bagian Jangka Panjang

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XII - Q Series XIV JM - 10 Series JORR II Seri S A Seri S B Seri S C Seri S T

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Jumlah pembayaran kembali untuk utang obligasi menurut tahun jatuh tempo adalah sebagai berikut:

The amounts of repayments of bonds payable by the year of maturity are as follows:

Tahun Jatuh Tempo/ Year of Maturity

Total Rp

2016 2017 2018 2019 2020 2021

2,477,377,192 1,500,000,000 77,377,192 1,000,000,000 1,000,000,000 104,400,000

Total

6,159,154,384

Persyaratan rasio keuangan Perusahaan berdasarkan perjanjian obligasi adalah Rasio Utang terhadap Ekuitas maksimal 5:1 dan Interest Coverage Ratio minimal 1,25: 1.

The Company's financial ratio requirements of all bonds payable are Debt to Equity Ratio maximum of 5:1 and Interest Coverage Ratio minimum of 1.25:1.

a. Obligasi Jasa Marga XIII Seri R Tahun 2007 Berdasarkan Akta No. 26, tanggal 4 Mei 2007, Akta Adendum 1 No.10, tanggal 6 Juni 2007, Perjanjian Perwaliamanatan Obligasi Jasa Marga XIII Seri R Tahun 2007 dari Notaris Poerbaningsih Adi Warsito, SH, dengan nilai nominal obligasi Rp 1.500.000.000.000 (Rupiah penuh), tingkat bunga tetap sebesar 10,25% per tahun. Obligasi ditawarkan dengan nilai 100% dari jumlah pokok. Bunga obligasi dibayarkan setiap triwulan. Jangka waktu obligasi yaitu 10 tahun, jatuh tempo 21 Juni 2017. Bertindak selaku wali amanat adalah PT Bank Mega Tbk Peringkat obligasi adalah idA+ dari PT Pemeringkat Efek Indonesia (Pefindo).

a. Jasa Marga Bond XIII Series R Year 2007 Based on the Deed No. 26 dated May 4, 2007, the Deed of Addendum 1 No.10, dated June 6, 2007, and Bond Trustee Agreement of Jasa Marga XIII Series R Year 2007 of Notary Poerbaningsih Adi Warsito, SH, with a par value of Rp 1,500,000,000,000 (full Rupiah), a fixed interest rate of 10.25% per annum. The bonds were offered at 100% of the principal amount. Bond interest payable quarterly. The timing of 10-years bonds, maturing June 21, 2017. Acting as trustee is PT Bank Mega Tbk The bond ratings are idA+ by PT Pemeringkat Efek Indonesia (Pefindo),

Berdasarkan Akta Addendum I Perjanjian Perwaliamanatan Obligasi Jasa Marga XIII Seri R, tujuan penerbitan obligasi tersebut adalah untuk melunasi sebagian pinjaman (refinancing) Bank BCA, Bank Mandiri, Bank Bukopin, Bank Jabar dan utang bantuan pemerintah dengan proporsi masing-masing sekitar 48%, 25%, 10%, 14% dan 3%.

Based on the Deed of Agreement Addendum I of the Trustee Agreement for Jasa Marga Bond XIII Series R, the Company issued these bonds to repay partially of outstanding bank loans due to Bank BCA, Bank Mandiri, Bank Bukopin, bank Jabar and loan from government in the following proportions: 48%, 25%, 10%, 14% and 3%, respectively.

b. Obligasi Jasa Marga XII Seri Q Tahun 2006 Berdasarkan Akta No. 66, tanggal 18 Mei 2006, Akta Addendum I No.74, tanggal 19 Juni 2006 dan Akta Addendum II No.89, tanggal 26 Juni 2006, Perjanjian Perwaliamanatan Obligasi Jasa Marga XII Seri Q Tahun 2006, dari Notaris Imas Fatimah, SH, dengan nilai nominal obligasi sebesar Rp 1.000.000.000.000 (Rupiah penuh), tingkat bunga tetap sebesar 13,5% per tahun. Obligasi ini ditawarkan dengan nilai 100% dari jumlah pokok obligasi. Bunga obligasi dibayarkan setiap triwulan. Jangka waktu penyelesaian obligasi yaitu 10 tahun, jatuh tempo 6 Juni 2016. Bertindak selaku wali amanat adalah PT Bank Mega Tbk Peringkat obligasi tersebut adalah idA+ dari Pefindo.

b. Jasa Marga Bond XII Series Q Year 2006 Based on the Deed No. 66 dated may 18, 2006, the Deed of Addendum I No.74 dated June 19, 2006, and the Deed of Addendum II No. 89 dated June 26, 2006, and Bond Trustee Agreement of Jasa Marga Bond XII Series Q Year 2006 of Notary Imas Fatimah, SH, the par value of the bonds is Rp 1,000,000,000,000 (full Rupiah), with a fixed interest rate of 13.5% per annum. The bonds were offered at 100% of principal amount. Bond interest payable quarterly. The timing of 10 years bond, maturing June 6, 2016. Acting as trustee of this bond is PT Bank Mega Tbk The bond ratings are rated idA+ by Pefindo.

Berdasarkan Akta Addendum II Perjanjian Perwaliamanatan Obligasi Jasa Marga XII Seri Q, tujuan penerbitan obligasi tersebut adalah untuk melunasi

Based on the Deed of Addendum II of the Trustee Agreement for Jasa Marga Bond XII Series Q, the Company's purpose issued the bonds is to repay part of

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sebagian pinjaman (refinancing) Bank BCA, Bank Mandiri, Bank BNI dan Bank Jabar dengan proporsi masingmasing sekitar 15%, 28%, 53% dan 4%.

the loans (refinancing) due to Bank BCA, Bank Mandiri, Bank BNI and Bank Jabar in the following proportions 15%, 28%, 53% and 4%, respectively.

c. Obligasi Jasa Marga XIV Seri JM-10 Tahun 2010 Pada Oktober 2010, Perusahan memperoleh pernyataan efektif dari Badan Pengawas Pasar Modal (BAPEPAM) untuk menerbitkan Obligasi Jasa Marga XIV Seri JM-10 tahun 2010. Nilai nominal obligasi adalah Rp 1.000.000.000.000 (Rupiah penuh) dengan tingkat bunga tetap 9,35% per tahun. Obligasi ini ditawarkan dengan nilai 100% dari jumlah pokok obligasi. Bunga obligasi dibayarkan setiap triwulan. Jangka waktu penyelesaian obligasi yaitu 10 tahun, jatuh tempo 12 Oktober 2020. Bertindak selaku wali amanat PT Bank Mega Tbk Berdasarkan surat No.1044/PEF-DirN11/2010 tanggal 29 Juli 2010 dari Peringkat Obligasi tersebut PT Pemeringkat Efek Indonesia (Pefindo) adalah idAA+ (double A; Stable Outlook).

c. Jasa Marga Bonds XIV Series JM-10 Year 2010 In October 2010, the Company received an effective statement from the Chairman of Capital Market Supervisory Agency (BAPEPAM) for offering Jasa Marga Bond XIV Series JM-10 year 2010. The par value of bonds is Rp 1.000.000.000.000 (full Rupiah) with fixed interest rate of 9.35% per annum. The bonds were offered at 100% of the principal amount. The interests paid quarterly. The timing of 10-years bond, maturing October 12, 2020. Acting as trustee of the bonds is PT Bank Mega Tbk Based on letters No.1044/PEFDirN11/2010 dated July 29, 2010, the bonds rated by PT Pemeringkat Efek Indonesia (Pefindo) is idAA+ (double A; Stable Outlook).

Berdasarkan Akta Perjanjian Penjamin Efek Obligasi tanggal 4 Agustus 2010 juncto Addendum 1 Akta Perjanjian Penjamin Emisi Efek Obligasi No.45 tanggal 26 Agustus 2010 tujuan penerbitan obligasi adalah untuk pelunasan Obligasi Jasa Marga X Seri O Tahun 2002, percepatan pelunasan Kredit Investasi Bank BCA, pengembangan investasi pada bidang usaha non-tol (bidang properti, bidang teknologi informasi dan komunikasi, serta bidang engineering), dan pembiayaan modal kerja Perusahaan dengan proporsi masing-masing 43%, 27%, 25% dan 5%.

Based on the Deed of Bond Issuance Agreement dated August 4, 2010 in conjunction with Addendum 1 of the Deed of Bond Issuance Agreement No.45 dated August 26, 2010, the purpose of issued the bonds is for settlement the Jasa Marga Bonds X Series O Year 2002, accelerated settlement of the Investment Credit due to Bank BCA, non-toll investment development (property, information technology and communication, and also engineering), and financing the Company's working capital with the following proportions: 43%, 27%, 25% and 5%, respectively.

d. Obligasi Jasa Marga JORR II Tahun 2005 Berdasarkan Akta Perjanjian Penerbitan Obligasi Jasa Marga JORR II Tahun 2005 No.2 tanggal 5 Januari 2006, Perusahaan menerbitkan obligasi dengan nilai nominal sebesar Rp 261.000.000.000 (Rupiah penuh) yang terbagi dalam 3 Tranche, sebagai berikut:  Tranche A sebesar Rp 78.300.000.000 (Rupiah penuh) untuk jangka waktu 10 tahun dan dikenakan bunga sebesar 11,5% per tahun untuk 5 tahun pertama, dan sebesar 15,25% per tahun untuk 5 tahun kedua;  Tranche B sebesar Rp 78.300.000.000 (Rupiah penuh) untuk jangka waktu 12 tahun dan dikenakan bunga sebesar 12,5% per tahun untuk 5 tahun pertama, dan sebesar 15,25% per tahun untuk tahun ke enam dan selanjutnya; dan  Tranche C sebesar Rp 104.400.000.000 (Rupiah penuh) untuk jangka waktu 15 tahun dan dikenakan bunga sebesar 13,5% per tahun untuk 5 tahun pertama, dan sebesar 15,5% per tahun untuk tahun ke enam dan selanjutnya.

d. Jasa Marga Bond JORR II Year 2005 Based on the Deed of Bond Issuance Agreement Jasa Marga JORR II Year 2005 No.2 dated January 5, 2006, the Company issued bonds at par value of Rp 261,000,000,000 (full Rupiah) divided into 3 Tranches as follows:  Tranche A amounting to Rp 78,300,000,000 (full Rupiah) for a term of 10 years with an interest rate of 11.5% per annum for the first 5 years, and 15.25% per annum for the second 5 years;

Pada tanggal 24 Nopember 2008 Perusahaan telah membeli kembali obligasi JORR II ini sejumlah Rp 1.845.625.895 (Rupiah penuh) meliputi sertifikat yang

On November 24, 2008, the Company repurchased this obligation JORR 11 amounting to Rp 1,845,625,895 (full Rupiah) covers certificate owned by PT Bank IFI and

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 Tranche B amounting to Rp 78,300,000,000 (full Rupiah) for a term of 12 years with an interest rate of 12.5% per annum for the first 5 years and 15.25% per annum for the sixth years and after; and  Tranche C with amounting to Rp 104,400,000,000 (full Rupiah) for a term of 15 years with an interest rate of 13.5% per annum for the first 5 years and 15.5% per annum for the sixth years and after.

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dimiliki Bank IFI dan menurut ketetapan surat Direktur Keuangan No.BA.KU2.1744 tanggal 28 Nopember 2008 atas pengalihan tersebut dianggap sebagai pelunasan dipercepat.

according to the decision letter of Finance Director No.BA.KU2.1744 dated November 28, 2008 such transfer was assumed as the accelerated settlement.

Rincian jumlah sertifikat yang dimiliki oleh para kreditur pada tanggal 31 Desember 2014 sebagai berikut:

The detail amount of certificates owned by creditors as of December 31, 2014 consist of: Tranche A dan/ and B* (Rupiah penuh/ full full amount) Rupiah)

Tranche C (Rupiah penuh/ full full amount) Rupiah)

'Total (Rupiah penuh/ full full amount) Rupiah)

PT Bank Pan Indonesia (Panin) Tbk PT Bank Bukopin Tbk PT Bank Pembangunan Daerah DKI PT Interartha Multi Finance PT Bank Harapan Santosa (dalam likuidasi/ in liquidation ) PT Bank Guna Internasional (dalam likuidasi/ in liquidation) PT Bank Windu Kentjana International Tbk PT Bank Mega Tbk PT Syariah Mega Indonesia PT Bank Ekonomi Raharja Tbk PT Bank Swadesi Tbk PT Bank Permata Tbk PT Bank Bisnis lnternasional PT Bank Antardaerah PT Bank Kesawan Tbk PT Bank Himpunan Saudara 1906 Tbk PT Bank IFI

134,828,777 8,909,584 6,638,733 863,097 531,809 405,764 402,409 378,401 378,401 286,657 258,929 257,340 215,774 172,619 138,509 87,580 --

89,885,851 5,939,723 4,425,822 575,398 354,540 270,509 268,273 252,267 252,267 191,105 172,619 171,560 143,850 115,080 92,339 58,386 1,230,411

224,714,628 14,849,307 11,064,555 1,438,495 886,349 676,273 670,682 630,668 630,668 477,762 431,548 428,900 359,624 287,699 230,848 145,966 1,230,411

Total

154,754,384

104,400,000

259,154,384

* Catatan : persentase jumlah utang obligasi Tranche A dan B masing-masing sebesar 50%.

* Notes: percentage of bonds payable under Tranche A and B is 50% each.

e. Obligasi Berkelanjutan I Jasa Marga Tahap I Tahun 2013 Seri S Pada September 2013, Perusahaan memperoleh pernyataan efektif dari Otoritas Jasa Keuangan (OJK) untuk menerbitkan Obligasi berkelanjutan I Jasa Marga Tahap I Tahun 2013 Seri S dengan nilai nominal sebesar Rp 2.100.000.000.000,- (Rupiah penuh) yang terdiri dari Obligasi Seri A dengan tingkat bunga tetap sebesar 8,40% per tahun berjangka waktu 370 (tiga ratus tujuh puluh) hari sebesar Rp 700.000.000.000,- (Rupiah penuh), Obligasi Seri B dengan tingkat bunga tetap sebesar 8,70% per tahun berjangka waktu 3 (tiga) tahun sebesar Rp 400.000.000.000,- (Rupiah penuh), Obligasi Seri C dengan tingkat bunga tetap sebesar 8,90% per tahun berjangka waktu 5 (lima) tahun sebesar Rp 1.000.000.000.000,- (Rupiah penuh).

e. Jasa Marga Bond I Phase I Year 2013 Series S In September 2013, the Company received an effective statement from Financial Services Authority (OJK) for offering Jasa Marga Bonds Phase I Year 2013 Series S with the par value of bonds is Rp 2.100.000.000 (full Rupiah), consisting of, A Series Bonds with fixed interest rate of 8.40% per annum, 370 (three hundreds and seventy) days period of time, is amount to Rp 700.000.000.000 (full Rupiah), B Series Bonds with fixed interest rate of 8.70% per annum , 3 (three) years period of time, is amount to Rp 400.000.000.000 (full Rupiah), C Series Bonds with fixed interest rate of 8.90% per annum, 5 (five) years period of time, amounting to Rp 1.000.000.000.000 (full Rupiah). Based on

Berdasarkan Prospektus Final Obligasi Berkelanjutan I Jasa Marga Tahap I Tahun 2013 Seri S tujuan penerbitan obligasi adalah sekitar 84,36% digunakan untuk Pelunasan Obligasi Perseroan XI Seri P Tahun 2003, pelunasan Obligasi Jasa Marga I Seri JM-10 Tanpa d1/February 6, 2015

Prospectus of Jasa Marga bonds Phase I Year 2013 Series S, the purposed of issued the bonds 84.36% is for settlement The Jasa Marga Bond XI Series P Year 2003, The Jasa Marga Bond I Series JM-10 (zero coupon), and The Jasa Marga Bond JORR I, 7.48% bonds is for 74

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Bunga (zero coupon), dan pelunasan Obligasi Jasa Marga JORR I, kemudian 7,48% digunakan untuk kegiatan pengembangan usaha Perseroan melalui penyertaan modal di Entitas Anak Perseroan (MNA, MLJ, JPT) dan 8,16% digunakan untuk modal kerja Perseroan, yaitu peningkatan kapasitas jalan. Bertindak selaku wali amanat adalah PT Bank Mega Tbk Berdasarkan hasil pemeringkat atas surat utang jangka panjang sesuai dengan surat dari PT Pemeringkat Efek Indonesia (Pefindo) No. 1150/PEF-Dir/IV/2013 tanggal 26 Juni 2013, hasil pemeringkat atas Obligasi Berkelanjutan I Tahun 2013 Perseroan adalah idAA (double A). f.

expansion of equity investment in subsidiaries (MNA, MLJ, JPT) and 8.16% bonds is for company’s working capital in enhancement toll road capacity. Acting as trustee of the bonds is PT Bank Mega Tbk Based on letters No. 1150/PEF-Dir/IV/2013, dated June 26, 2013, The Bonds rated by PT Pemeringkat Efek Indonesia (Pefindo) is idAA (Double A).

Obligasi Berkelanjutan I Jasa Marga Tahap II Tahun 2014 Seri T Obligasi Berkelanjutan I Jasa Marga Tahap II Tahun 2014 seri T diterbitkan tanggal 19 September 2014. Nilai nominal Obligasi adalah sebesar Rp 1.000.000.000.000 (Rupiah penuh) dengan tingkat bunga tetap 9,85% dan jangka waktu 5 (lima) tahun. Berdasarkan Informasi Tambahan (INTAM) Obligasi Berkelanjutan I Jasa Marga Tahap II Tahun 2014 Seri T tujuan penerbitan obligasi adalah sekitar 70% digunakan untuk pelunasan Obligasi Berkelanjutan I Jasa Marga Tahap I Tahun 2013 Seri S-A, dan sisanya sekitar 30% digunakan untuk pembayaran sebagian pinjaman Kredit Modal Kerja Perseroan. Bertindak selaku wali amanat adalah PT Bank Mega Tbk.

f. Jasa Marga Bond I Phase II Year 2014 Series T Jasa Marga Bond I Phase II 2014 T series was issued on September 19, 2014. The face value of bond is Rp 1,000,000,000,000 (full Rupiah), with a fixed interest rate of 9.85% and a 5 (five) year term. In the Additional Information (INTAM) Report of Jasa Marga Bond I Phase II 2014 T Series, 70% of fund raised from the bond issuance aimed for the repayment of Jasa Marga Bond I Year 2013 Series S-A, while the remaining 30% aimed to fund some of the Company’s working capital. The trustee is PT Bank Mega Tbk.

Berdasarkan hasil pemeringkatan atas surat utang jangka panjang dalam surat No. 884/PEF-Dir/VI/2014 tanggal 4 Juni 2014 dari PT Pemeringkat Efek Indonesia (Pefindo), hasil pemeringkat atas Obligasi Berkelanjutan I Tahun 2013 Perseroan adalah idAA (double A).

Based on the report of long-term notes payable rating in the letter No. 884/PEF-Dir/VI/2014 dated June 4, 2014 from PT Pemeringkat Efek Indonesia (Pefindo), the rating of Jasa Marga Bond I Year 2013 is idAA (double A).

22. Liabilitas Kerjasama Operasi

22. Joint Operation Liabilities

Merupakan liabilitas kerjasama operasi kepada investor dalam pembiayaan pembangunan aset tetap jalan tol.

Represents liabilities under joint operation agreements to investors arising from acquisition of toll road assets.

Bagi Pendapatan Tol/ Toll Revenue Sharing PT Surya Cipta Swadaya PT Jakarta Baru Cosmopolitan Sub Jumlah/ Sub Total Jumlah/ Total

23. Liabilitas Pembebasan Tanah

2013 Rp

21,385,913 820,300

21,385,913 820,300

22,206,213

22,206,213

22,206,213

22,206,213

23. Land Acquisition Liabilities

Merupakan liabilitas Grup atas dana talangan pembelian tanah, untuk pembangunan ruas Jalan, dengan menggunakan dana talangan Badan Layanan Umum Badan Pengatur Jalan Tol. Penggunaan dana talangan tersebut oleh PT Marga Nujyasumo Agung adalah untuk pembangunan ruas jalan tol Surabaya – Mojokerto, untuk PT Trans Marga d1/February 6, 2015

2014 Rp

Represent liabilities of the Group for the bail-out loan for land acquisition, for construction of roads by using bail out from the Public Service Assistance Unit - the Indonesian Toll Road Authority (ITRA). The use of bail out funds by PT Marga Nujyasumo Agung is for construction of Surabaya Mojokerto toll road. PT Trans Marga Jateng is for construction 75

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Jateng adalah untuk ruas Tol Semarang – Solo, untuk PT Margabumi Adhikaraya adalah untuk ruas tol GempolPandaan, untuk PT Transmarga Jatim Pasuruan adalah untuk ruas tol Gempol-Pasuruan, untuk PT Marga Trans Nusantara adalah ruas Tol Kunciran-Serpong, dan untuk PT Marga Lingkar Jakarta adalah ruas Tol Ulujami-Kebon Jeruk (JORR W2 Utara), serta untuk PT Marga Sarana Jabar adalah ruas Tol Bogor Outer Ring Road. Selain itu, kewajiban pembebasan tanah merupakan kewajiban pembebasan tanah untuk pelunasan ganti rugi pelebaran Jalan Tol Sedyatmo.

of Semarang-Solo toll Road, PT Margabumi Adhikaraya is for construction Gempol- Pandaan Toll Road, PT Transmarga Jatim Pasuruan is for construction Gempol- Pasuruan Toll Road, PT Marga Trans Nusantara is for construction Kunciran- Serpong Toll road and PT Marga Lingkar jakarta is for construction Ulujami-Kebon Jeruk (JORR North W2) and for PT Marga Sarana Jabar is for construction Bogor Outer Ring Road Toll Road. In addition, the land acquisition liability is also for settlement payment for widening of Sedyatmo Toll Road.

24. Utang Sewa Pembiayaan

24. Capital Lease Payable

Perusahaan mengadakan kerjasama dengan PT Module Intracs Yasatama, PT New Module Int Efkom AG untuk Pekerjaan Pengadaan dan Pemeliharaan Peralatan Tol pada Jalan Tol Jakarta - Cikampek, Jalan Tol Cipularang dan Jalan Tol Padaleunyi dengan Sistem Pendanaan dari Pihak Kontraktor, selanjutnya Pihak Kontraktor menyewakan peralatan tol kepada Perusahaan untuk jangka waktu 8 (delapan) tahun terhitung sejak ditandatanganinya Berita Acara Pengoperasian.

The Company entered into a joint operation with PT Module Intracs Yasatama, PT New Module Int Efkom AG for Work Procurement and Maintenance of Toll Equipments at JakartaCikampek Toll Road, Cipularang Toll Road and Padaleunyi Toll Road under Financing System from the Contractor, then the Contractor party would rent such toll equipments to the Company for a period of 8 (eight) years from the signing of the Minutes of Operation

Saldo utang sewa pembiayaan kepada PT Module Intracs Yasatama pada tanggal 31 Desember 2014 dan 31 Desember 2013 sebagai berikut:

Total of the Capital lease payable to PT Module Intracs Yasatama as of December 31, 2014 and December 31, 2013 as follows:

Utang Sewa Pembiayaan Bagian yang Jatuh Tempo Dalam Waktu Satu Tahun Bagian Jangka Panjang

2014 Rp

2013 Rp

49,964,832

66,901,257


(15,484,840)

(19,776,022)

Current Maturities Portion

34,479,992

47,125,235

Long - Term Portion

25. Provisi Pelapisan Jalan Tol

25. Provision for Overlay 2014 Rp

2013 Rp

Saldo Awal Penambahan Realisasi

331,090,401 383,423,561 (348,405,365)

324,799,298 340,108,272 (333,817,169)

Beginning Balance Addition Realization

Saldo Akhir

366,108,597

331,090,401

Ending Balance

Bagian Jangka Pendek Bagian Jangka Panjang

209,396,402 156,712,195

206,136,188 124,954,213

Current Portion Long Term Portion

Jumlah

366,108,597

331,090,401

Total

Provisi pelapisan jalan tol merupakan estimasi liabilitas pelapisan ulang jalan tol secara berkala seiring dengan penggunaan jalan tol oleh pelanggan. Provisi ini diukur dengan menggunakan nilai kini atas estimasi manajemen terhadap pengeluaran yang diperlukan untuk menyelesaikan kewajiban pelapisan ulang. d1/February 6, 2015

Provision for overlay is a periodic estimated liability for overlay in line with toll roads usage. Provision is measured by present value of management’s estimates of expenditure required to accomplish the overlay liabilities.

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26. Pendapatan Diterima Dimuka

26. Unearned Revenue

Merupakan pendapatan sewa iklan, lahan, tempat peristirahatan dan pendapatan lain yang diterima dimuka atas pemanfaatan Ruang Milik Jalan Tol (Rumijatol).

Represents revenue received from rental of advertisements, space and rest areas, and other unearned revenue for use of the Space Owned Toll Road Area (Rumijatol).

27. Liabillitas Imbalan Kerja

Perusahaan Program Kesehatan Pensiunan Program Pensiun Program Purna Karya Sub Jumlah Entitas Anak Program Pensiun dan Imbalan Pasca Kerja Lainnya PT Marga Nujyasumo Agung PT Jasa Layanan Pemeliharaan PT Marga Lingkar Jakarta PT Trans Marga Jateng PT Jasamarga Bali Tol PT Jalantol Lingkarluar Jakarta* Sub Jumlah Jumlah

27. Employee Benefit Liabilities 2014 Rp

2013 Rp

269,808,653 44,844,285 74,545,311

241,633,603 49,274,028 31,726,612

389,198,249

322,634,243

2,169,886 1,216,494 587,253 461,524 114,877 (2,758,302)

2,102,460 1,021,442 -350,840 ---

1,791,732

3,474,742

390,989,981

326,108,985

The Company Pension Health - Care Program Pension Program Post-Retirement Benefits Program Sub Total Subsidiaries Pension Program and Other Post Benefits Program PT Marga Nujyasumo Agung PT Jasa Layanan Pemeliharaan PT Marga Lingkar Jakarta PT Trans Marga Jateng PT Jasamarga Bali Tol PT Jalantol Lingkarluar Jakarta* Sub Total Total

* Nilai aset program imbalan pasti melebihi nilai kewajiban atas imbalan kerja pada tanggal pelaporan.

* The value of defined benefit from plan asset is higher than employee benefit obligation at reporting date.

Estimasi liabilitas imbalan kerja yang diakui Perusahaan dan Entitas Anak adalah sebagai berikut:

The estimated employee benefits liabilities recognized by the Company and the Subsidiaries are as follows:

a. Program Kesehatan Pensiunan Rekonsiliasi saldo awal dan akhir dari nilai kini liabilitas adalah sebagai berikut:

a. Pension Healthcare Program Reconciliation of beginning and ending balance of present value of obligation is as follows:

2014 Rp

2013 Rp

Nilai Kini Liabilitas - Awal Tahun Biaya Jasa Kini Biaya Bunga Pembayaran Imbalan Penyesuaian Keuntungan (Kerugian) Aktuarial Dampak Perubahan Asumsi

308,306,747 9,315,267 24,664,540 (10,101,016) -(47,441,775) 5,367,912

330,967,879 9,265,717 20,154,454 (8,505,058) 292,775 (43,869,020) --

Present Value Liability - Beginning of Year Present Service Cost Interest Cost Benefits Payments Adjustment Actuarial Gain (Loss) Assumtion Changed Effect

Nilai Kini Liabilitas - Akhir Tahun

290,111,676

308,306,747

Present Value Liability - End of Year

d1/February 6, 2015

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Rincian liabilitas yang diakui dalam laporan posisi keuangan konsolidasian adalah sebagai berikut:

The details of liabilities recognized in the consolidated statements of financial position are as follows:

2014 Rp

2013 Rp

Nilai Kini Liabilitas Manfaat Pasti Posisi Pendanaan Biaya Jasa Lalu yang Belum Diakui (Non Vested) Keuntungan (Kerugian) Aktuarial Belum Diakui

290,111,676 (20,392,696) 89,673

308,306,747 (22,804,124) (43,869,020)

Present value - Defined Benefit Liability Funding Unrecognized Past Service (Non Vested) Unrecognized Actuarial Gain (Loss)

Liabilitas yang Diakui

269,808,653

241,633,603

Recognized Liability

Mutasi liabilitas yang diakui di laporan posisi keuangan adalah sebagai berikut:

Movements in the liabilities in the statements of financial position are as follows:

2014 Rp

2013 Rp

Liabilitas - Awal Tahun Beban yang diakui Pembayaran Imbalan Penyesuaian

241,633,603 38,276,066 (10,101,016) --

210,797,570 38,512,110 (8,505,058) 828,981

Liability - Beginning of Year Recognized Expenses Benefits Payments Adjustment

Liabilitas - Akhir Tahun

269,808,653

241,633,603

Liability - End of Year

Rincian beban yang diakui di tahun berjalan adalah sebagai berikut:

The details of expenses for the current year are as follows:

2014 Rp

2013 Rp

Biaya Jasa Kini Biaya Bunga Biaya Jasa Lalu yang Belum Menjadi Hak Keuntungan (Kerugian) Aktuarial yang Diakui

9,315,267 24,664,540 2,903,047 1,393,212

9,265,717 20,154,454 2,850,516 6,241,423

Current Service Cost Interest Cost Unrecognized Past Service (Non Vested) Recognized Actuarial Gain (Loss)

Beban yang Diakui

38,276,066

38,512,110

Recognized Expenses

Jumlah periode saat ini dan periode empat tahun sebelumnya dari nilai kini kewajiban imbalan pasti, nilai wajar aset program dan defisit pada program dan penyesuaian yang timbul pada liabilitas program dan aset program dinyatakan sebagai jumlah pada akhir periode pelaporan adalah sebagai berikut:

Total current period and four previous annual period funded status from present value of benefit obligation, fair value of plan asset and deficit in the program, and experience adjustment in terms of amount at end of reporting period on obligation and on fair value of plan asset is as follows:

2014 Rp Nilai Kini Liabilitas Manfaat Pasti/ Present value of Defined Benefit Liability Nilai Wajar Aset Program/ Fair Value of Program Assets Posisi Pendanaan/ Funding

d1/February 6, 2015

2013 Rp

2012 Rp

2011 Rp

2010 Rp

290,111,676

308,306,747

330,967,879

259,738,117

244,569,023

--

--

--

--

--

290,111,676

308,306,747

330,967,879

259,738,117

244,569,023

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Asumsi aktuaria yang digunakan dalam menentukan beban dan liabilitas imbalan pascakerja adalah sebagai berikut:

Actuarial assumptions used to determine post-employment benefit expenses and liabilities are as follows: 2014

8% 6% 6.5% 6.5% 7.5% 8% TMI 3 TMI 3 10 % dari TMI 3 10 % dari TMI 3 Garis lurus/ Straight line Rata-rata sisa masa kerja/ Average of remaining of working period

Tingkat Diskonto/ Discount Rate Estimasi Kenaikan Gaji Pegawai Aktif/ Salary Increment Estimasi Kenaikan Biaya Kesehatan/ Health Care Increment Tingkat Mortalita/ Mortality Rate Tingkat Cacat/ Disability Rate Metode Aktuaria/ Acturial Method Usia Pensiun Normal/ Pension Normal Age

b. Program Pensiun Rekonsiliasi saldo awal dan akhir dari nilai kini liabilitas yang adalah sebagai berikut:

b. Pension Program Reconciliation of beginning and ending balance of present value of obligation is as follows:

2014 Rp Nilai Kini Liabilitas - Awal Tahun Biaya Jasa Kini Biaya Bunga Pembayaran Imbalan Keuntungan (Kerugian) Aktuarial Dampak Perubahan Asumsi Nilai Kini Liabilitas - Akhir Tahun

2013

2013 Rp

910,659,663 34,377,722 72,852,773 (37,833,583) 52,556,191 14,444,122

1,045,409,247 25,041,537 62,724,555 (28,076,485) (194,439,191) --

Present Value Liability - Beginning of Year Present Service Cost Interest Cost Benefits Payments Actuarial Gain (Loss) Assumtion Changed Effect

1,047,056,888

910,659,663



Reconciliation of beginning and ending balance of fair value of plan asset is as follows:

2014 Rp

2013 Rp

Nilai Wajar Aset Program - Awal Tahun Iuran Perusahaan Imbal Hasil Ekspektasian Aset Program Imbalan yang Dibayarkan Keuntungan (Kerugian) Aktuarial

617,844,365 63,073,790 64,873,658 (37,833,583) 30,154,576

614,800,234 Fair Value of Program Assets - Beginning of Year 32,637,433 Contribution of Employer 54,717,221 Expected Return from Program Assets (28,076,485) Benefit Payment (56,234,038) Actuarial Gain (Loss)

Nilai Wajar Aset Program - Akhir Tahun

738,112,806

617,844,365


The details of liabilities recognized in the consolidated statements of financial position are as follows:

2014 Rp Nilai Kini Liabilitas Manfaat Pasti Nilai Wajar Aset Program Posisi Pendanaan Keuntungan (Kerugian) Aktuarial Belum Diakui Liabilitas yang Diakui

d1/February 6, 2015

Fair Value of Program Assets - End of Year

2013 Rp

1,047,056,888 (738,112,806) 308,944,082 (264,099,797)

910,659,663 (617,844,365) 292,815,298 (243,541,270)

Present value - Defined Benefit Liability Fair Value of Program Assets Funding Unrecognized Actuarial Gain (Loss)

44,844,285

49,274,028


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2014 Rp Liabilitas - Awal Tahun Beban yang diakui Pembayaran Imbalan Liabilitas - Akhir Tahun

2013 Rp

49,274,028 58,644,047 (63,073,790)

21,362,045 60,549,416 (32,637,433)

Liability - Beginning of Year Recognized Expenses Benefits Payments

44,844,285

49,274,028




2014 Rp Biaya Jasa Kini Biaya Bunga Imbal Hasil Ekspektasian Aset Program Keuntungan (Kerugian) Aktuarial yang Diakui Beban yang Diakui

2013 Rp

34,377,722 72,852,773 (64,873,658) 16,287,211

25,041,537 62,724,555 (54,717,221) 27,500,545

Current Service Cost Interest Cost Expected Return from Program Assets Recognized Actuarial Gain (Loss)

58,644,047

60,549,416

Recognized Expenses




2012 Rp

2010 Rp

2009 Rp

1,047,056,888

910,659,663

1,045,409,247

705,743,341

598,270,558

(738,112,806)

(617,844,365)

(614,800,233)

(568,750,035)

(494,154,344)

308,944,082

292,815,298

430,609,014

136,993,306

104,116,214


Actuarial assumptions used to determine post-employment benefit expenses and liabilities are as follows: 2014 2013 8% 6% 5% 5% 0% 0% GA 1971 GA 1971 10 % dari GA 1971 10 % dari GA 1971 Garis lurus/ Straight line Rata-rata sisa masa kerja/ Average of remaining of working period


d1/February 6, 2015

2011 Rp

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c. Program Purna Karya Rekonsiliasi saldo awal dan akhir dari nilai kini liabilitas yang adalah sebagai berikut:

c. Post-Retirement Benefits Program Reconciliation of beginning and ending balance of present value of obligation is as follows:

2014 Rp

2013 Rp

Nilai Kini Liabilitas - Awal Tahun Biaya Jasa Kini Biaya Bunga Pembayaran Imbalan Keuntungan (Kerugian) Aktuarial Penyesuaian Segera Dampak Perubahan Asumsi (Kewajiban)

420,680,114 20,482,960 33,654,409 (47,408,772) (1,108,945) 67,736,219 2,928,344

457,261,315 17,875,652 27,435,679 (30,728,336) (51,164,196) ---

Present Value Liability - Beginning of Year Present Service Cost Interest Cost Benefits Payments Actuarial Gain (Loss) Adjustment Assumtion Changed Effect

Nilai Kini Liabilitas - Akhir Tahun

496,964,330

420,680,114


Rekonsiliasi saldo awal dan akhir dari nilai kini liabilitas yang adalah sebagai berikut:

Reconciliation of beginning and ending balance of present value of obligation is as follows:

2014 Rp

2013 Rp

Nilai Wajar Aset Program - Awal Tahun Iuran Perusahaan Imbal Hasil Ekspektasian Aset Program Imbalan yang Dibayarkan Keuntungan (Kerugian) Aktuarial

292,818,808 59,098,151 26,353,693 (47,408,772) (35,583,297)

249,834,059 45,208,235 22,485,065 (30,728,336) 6,019,785

Fair Value of Program Assets-Beginning of Year Contribution of Employer Expected Return from Program Assets Benefit Payment Actuarial Gain (Loss)

Nilai Wajar Aset Program - Akhir Tahun

295,278,583

292,818,808

Fair Value of Program Assets - End of Year


Reconciliation of beginning and ending balance of fair value of plan asset is as follows:

2014 Rp Nilai Kini Liabilitas Manfaat Pasti Nilai Wajar Aset Program Posisi Pendanaan Biaya Jasa Lalu yang Belum Diakui (Non Vested) Keuntungan (Kerugian) Aktuarial Belum Diakui Liabilitas yang Diakui

2013 Rp

496,964,330 (295,278,583) 201,685,747 (27,839,298) (99,301,137)

420,680,114 (292,818,808) 127,861,306 (31,558,994) (64,575,700)

Present value - Defined Benefit Liability Fair Value of Program Assets Funding Unrecognized Past Service (Non Vested) Unrecognized Actuarial Gain (Loss)

74,545,311

31,726,612



Liabilitas - Awal Tahun Beban yang diakui Pembayaran Imbalan Liabilitas - Akhir Tahun

d1/February 6, 2015


2014 Rp 31,726,612 101,916,850 (59,098,151)

2013 Rp 42,316,323 34,618,524 (45,208,235)

Liability - Beginning of Year Recognized Expenses Benefits Payments

74,545,311

31,726,612


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2014 Rp

2013 Rp

Biaya Jasa Kini Biaya Bunga Imbal Hasil Ekspektasian Aset Program Biaya Jasa Lalu yang Belum Menjadi Hak Keuntungan (Kerugian) Aktuarial yang Diakui Penyesuaian Segera

20,482,960 33,654,409 (26,353,693) 3,719,696 2,677,259 67,736,219

17,875,652 27,435,679 (22,485,065) 3,719,696 8,072,562 --

Current Service Cost Interest Cost Expected Return from Program Assets Unrecognized Past Service (Non Vested) Recognized Actuarial Gain (Loss) Adjustment

Beban yang Diakui

101,916,850

34,618,524

Recognized Expenses




2013 Rp

2011 Rp

2010 Rp

496,964,330

420,680,114

457,261,315

369,489,979

334,793,006

(295,278,583)

(292,818,808)

(249,834,059)

(159,107,655)

(113,369,001)

201,685,747

127,861,306

207,427,256

210,382,324

221,424,005


Actuarial assumptions used to determine post-employment benefit expenses and liabilities are as follows:


2014

2013

8% 6.5% 0%

6% 6.5% 0%

CSO 1980 10 % dari CSO 1980 Projected Unit Credit 56 tahun/ year

28. Modal Saham

28. Share Capital

Pemegang Saham Seri A mempunyai hak istimewa tertentu sebagai tambahan atas hak yang diperoleh Pemegang Saham Seri B. Hak istimewa tersebut mencakup hak khusus untuk mencalonkan anggota direksi dan komisaris dan untuk memberikan persetujuan atas : (a) peningkatan modal, (b) perubahan anggaran dasar, (c) penggabungan, peleburan, dan pengambilalihan, (d) pembubaran dan likuidasi, (e) pengangkatan dan pemberhentian anggota direksi dan komisaris. Perusahaan telah melakukan pembelian kembali atas saham yang beredar (treasury stocks) sampai tanggal 31 Desember 2014 sebanyak 24.523.500 lembar saham, dan hal ini mengakibatkan jumlah saham beredar terkoreksi. d1/February 6, 2015

2012 Rp

The Shareholders of Series A shares have certain privileges in addition to any rights acquired by Series B Shareholders. These privileges include the exclusive rights to nominate directors and commissioners and to give approval for : (a) an increase in capital, (b) changes in the article of association, (c) merger, consolidation and acquisition, (d) dissolution and liquidation, (e) appointment and dismissal of directors and commissioners. The Company has bought back the outstanding shares (treasury stocks) to December 31, 2014 amounting to 24,523,500 shares, and this has resulted in the number of outstanding shares adjusted.

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Pemegang Saham

Saham Seri A Dwiwarna Pemerintah Republik Indonesia Saham Seri B Pemerintah Republik Indonesia Manajemen; Ir. Agoes Widjanarko, MIP (Komisaris Utama) Ibnu Purna Muchtar, SE, MA. (Komisaris) Ir. Adityawarman (Direktur Utama) Ir. Hasanudin, M.Eng.Sc. (Direktur Operasi) Ir. Abdul Hadi HS, MM. (Direktur Pengembangan Usaha) Ir. Reynaldi Hermansjah (Direktur Keuangan) Ir. Muh. Najib Fauzan, MSc. (Direktur SDM dan Umum) Karyawan


31 Desember/ December 2014 Total Saham/ Presentase Total Kepemilikan/ (Rupiah Penuh)/ Shares Percentage of (Full Rupiah) Ownership

Shareholders

1

--

500

4,759,999,999

70.00

2,379,999,999,500

80,000 10,500 134,500 8,500

0.00 0.00 0.00 0.00

40,000,000 5,250,000 67,250,000 4,250,000

260,500

0.00

130,250,000

200,000

0.00

100,000,000

107,500 12,537,761

0.00 0.18

53,750,000 6,268,880,500

Series A Dwiwarna - Share The Government of the Republic of Indonesia Series B - Share The Government of the Republic of Indonesia Management Ir. Agoes Widjanarko, MIP (General Commissioner) Ibnu Purna Muchtar, SE, MA. (Comissioner) Ir. Adityawarman (President Director) Ir. Hasanudin, M.Eng.Sc. (Operation Director) Ir. Abdul Hadi HS, MM. (Business Development Director) lr. Reynaldi Hermansjah (Finance Director) Ir. Muh. Najib Fauzan, MSc. (Human Capital and General Affairs Director) Employees

13,339,261

0.20

6,669,630,500

Total Management and Employees

Masyarakat (masing-masing di bawah 5%)

2,026,660,739

29.80

1,013,330,369,500

Public (each below 5%)

Total

6,800,000,000

100

3,400,000,000,000

Total

Total Manajemen dan Karyawan

Pemegang Saham

Saham Seri A Dwiwarna Pemerintah Republik Indonesia Saham Seri B Pemerintah Republik Indonesia Manajemen; Ir. Agoes Widjanarko, MIP (Komisaris Utama) Ibnu Purna Muchtar, SE, MA. (Komisaris) Ir. Adityawarman (Direktur Utama) Ir. Hasanudin, M.Eng.Sc. (Direktur Operasi) Ir. Abdul Hadi HS, MM. (Direktur Pengembangan Usaha) Ir. Reynaldi Hermansjah (Direktur Keuangan) Ir. Muh. Najib Fauzan, MSc. (Direktur SDM dan Umum) Karyawan

31 Desember/ December 2013 Total Saham/ Presentase Total Kepemilikan/ (Rupiah Penuh)/ Shares Percentage of (Full Rupiah) Ownership

Series A Dwiwarna - Share The Government of the Republic of Indonesia Series B - Share The Government of the Republic of Indonesia Management Ir. Agoes Widjanarko, MIP (General Commissioner) Ibnu Purna Muchtar, SE, MA. (Comissioner) Ir. Adityawarman (President Director) Ir. Hasanudin, M.Eng.Sc. (Operation Director) Ir. Abdul Hadi HS, MM. (Business Development Director) lr. Reynaldi Hermansjah (Finance Director) Ir. Muh. Najib Fauzan, MSc. (Human Capital and General Affairs Director) Employees

1

--

500

4,759,999,999

70.00

2,379,999,999,500

80,000 10,500 134,500 8,500

0.00 0.00 0.00 0.00

40,000,000 5,250,000 67,250,000 4,250,000

260,500

0.00

130,250,000

360,000

0.01

180,000,000

107,500 17,642,261

0.00 0.26

53,750,000 8,821,130,500

18,603,761 148,751,000

9,301,880,500 74,375,500,000 936,322,619,500

Total Management and Employees PT Jamsostek (Persero) - JHT Public (each below 2%)

3,400,000,000,000

Total

Total Manajemen dan Karyawan PT Jamsostek (Persero) - JHT Masyarakat (masing-masing dibawah 2%)

1,872,645,239

0.27 2.19 27.54

Total

6,800,000,000

100.00

Berdasarkan Rapat Umum Pemegang Saham Luar Biasa, tanggal 17 Januari 1998, yang dinyatakan dalam Akta No. 52, tanggal 16 Maret 1998 dari Notaris Imas Fatimah, S.H., dan telah memperoleh pengesahan dari Menteri Kehakiman d1/February 6, 2015

Shareholders

The estimated employee benefits liabilities recognized by the Company and the Subsidiaries are as follows: Based on the Extraordinary General Meeting of Shareholders on January 17, 1998, as stated in the Deed No. 52 dated March 83

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Republik Indonesia melalui Surat Keputusan No.C2-3192. HT.01.04.Th.98, tanggal 3 April 1998, para pemegang saham menyetujui untuk meningkatkan modal dasar dari sebesar Rp 350.000.000.000 (Rupiah penuh) menjadi sebesar Rp 2.000.000.000.000 (Rupiah penuh) yang terbagi atas 2.000.000 saham dengan nilai nominal Rp 1.000.000 (Rupiah penuh) per saham dan meningkatkan modal ditempatkan dan disetor menjadi sebesar Rp 1.000.000.000.000 (Rupiah penuh).

16, 1998 of Notary Imas Fatimah, S.H., which was approved by the Minister of Justice of the Republic of Indonesia through the Decree No.C2-3192.HT.01.04.Th.98 dated April 3, 1998, the shareholders of the Company agreed to increase the authorized share capital from Rp 350,000,000,000 (full Rupiah) to Rp 2,000,000,000,000 (full Rupiah) which consist of 2,000,000 shares with par value of Rp 1,000,000 (full Rupiah) per share, and to increase the issued and paid in capital to become Rp 1,000,000,000,000 (full Rupiah).

Rapat Umum Pemegang Saham Luar Biasa yang telah dituangkan dalam Risalah No.RIS-292/D6.MBU/2007, tanggal 12 September 2007 dengan Akta No.27 tanggal 12 September 2007 dari Notaris Poerbaningsih Adi Warsito, S.H., memutuskan antara lain: 1. Perubahan Anggaran Dasar Perusahaan sebagai berikut:

The Extraordinary General Meeting of Shareholders as set forth in Proceedings No.RIS-292/D6.MBU/2007, through the Deed No.27 dated September 12, 2007, of Notary Poerbaningsih Adi Warsito, S.H., decided, among other as follows: 1. Amendment of the Company's Articles of Association by: a Increase of the Company's authorized share capital from Rp 2,000,000,000,000 (full Rupiah) to become Rp 9,520,000,000,000 (full Rupiah) and issued and paid in capital of Rp 1,000,000,000,000 (full Rupiah) to become Rp 2,380,000,000,000 (full Rupiah) derived from partial capitalization of retained earnings position as of June 30, 2007 amounting to Rp 1,380,000,000,000 (full Rupiah), therefore the retained earnings position as of June 30, 2007 remained at Rp 24,895,100,523 (full Rupiah);

a. Peningkatan modal dasar Perusahaan dari semula Rp 2.000.000.000.000 (Rupiah penuh) menjadi sebesar Rp 9.520.000.000.000 (Rupiah penuh) dan modal ditempatkan dan disetor penuh dari Rp 1.000.000.000.000 (Rupiah penuh) menjadi sebesar Rp 2.380.000.000.000 (Rupiah penuh) yang berasal dari kapitalisasi sebagian saldo laba (ditahan) per 30 Juni 2007 sebesar Rp 1.380.000.000,000 (Rupiah penuh), sehingga saldo laba (ditahan) posisi per 30 Juni 2007 tersisa sebesar Rp 24.895.100.523 (Rupiah penuh); b. Perubahan nilai nominal saham Perusahaan dari semula Rp 1.000.000 (Rupiah penuh) setiap saham menjadi sebesar Rp 500 (Rupiah penuh) setiap saham;

b. Changes of the par value of the Company’s shares from Rp 1,000,000 (full Rupiah) per share to Rp 500 (full Rupiah) per share;

c.

Perubahan modal ditempatkan dan disetor penuh Perusahaan menjadi sebesar Rp 2.380.000.000.000 (Rupiah penuh), terbagi atas 4.760.000.000 lembar saham yang terdiri dari 1 (satu) saham Seri A Dwiwarna dan sebesar 4.759.999.999 lembar saham Seri B; dan d. Penyesuaian Anggaran Dasar Perusahaan dengan Undang-undang No.8 Tahun 1995 tentang Pasar Modal.

c. Changes in the Company's issued and fully paid in capital became Rp 2,380,000,000,000 (full Rupiah), divided into 4,760,000,000 shares consisting of 1 (one) Series A Dwiwarna Share and 4,759,999,999 Series B shares; and

2. Perubahan status Perusahaan dari Perusahaan Tertutup menjadi Perusahaan Terbuka.

2. Changes of the Company’s status from a Limited Company to become a Public Company.

3. Penjualan saham dalam simpanan Perusahaan kepada masyarakat melalui pasar modal sebanyak-banyaknya 30% dari jumlah saham yang dikeluarkan setelah Perusahaan melakukan Penawaran Umum Perdana (Initial Public Offering) atau sebanyak-banyaknya 2.040.000.000 lembar saham.

3. Sales of the Company's share in the portfolio to public through capital market as much as 30% of the issued shares after the Company made an Initial Public Offering or a maximum of 2,040,000,000 shares.

4. Penetapan program kepemilikan saham Perusahaan untuk karyawan dan manajemen Perusahaan melalui Employee and Management Stock Allocation (ESA) sebanyak-banyaknya 10% dari emisi saham baru Perusahaan yang diterbitkan (sebanyak-banyaknya

4. Determination of the Company's share ownership program for employees and management through the Employee and Management Stock Allocation (ESA) as much as 10% of the Company’s issuance of new shares issued (as much as 204,000,000 shares) in accordance

d1/February 6, 2015

d. Changes of the Company's Articles of Association to conform with the Law No.8 Year 1995 regarding Capital Market.

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204.000.000 saham) sesuai dengan ketentuan pasar modal. Ketentuan alokasi saham tersebut sebagai berikut:

with capital market regulation. The stock allocation provisions are as follows:

a. Saham Bonus - Sebesar 1 (satu) kali gaji bersih bulan Juni 2007 - Masa lock up 3 tahun atau yang bersangkutan tidak bekerja lagi di Perusahaan; dan - Pembebanan saham bonus tersebut akan dibiayakan pada anggaran biaya tahun 2007, dengan catatan, target laba setelah pajak tahun 2007 yang telah ditetapkan pada RUPS yang lalu.

a. Shares Bonus - An amount of 1 (one) times the net salary in June 2007; - A 3-years lock up period or the employee resigned from the Company; and - Imposition of bonus shares will be treated as expenses in the 2007 cost budget, with a condition, a target profit after tax in 2007 which has been set at the previous RUPS.

b. Saham Jatah Pasti Sebanyak 204.000.000 lembar saham (10% dari emisi saham baru) dikurangi jumlah saham bonus; dan tidak ada masa lock up.

b. The Fixed Allotment Shares A total of 204,000,000 shares (10% of the new shares issued) minus the number of bonus shares; and no lock up period.

c. Yang berhak memperoleh program kepemilikan saham karyawan dan manajemen Perusahaan adalah: - Direksi Perusahaan; - Komisaris, Sekretaris Komisaris dan Staf Sekretaris Perusahaan; dan - Karyawan tetap Perusahaan.

c. Those entitled for employee and management stock ownership program of the Company are:

Komisaris Independen dan Komite Audit yang bukan anggota komisaris tidak diperkenankan mengikuti program ESA.

Independent Commissioners and the Audit Committee who are not member of the Commissioner are not allowed to participate in the ESA program.

Jumlah saham yang diterbitkan sehubungan penawaran umum perdana saham tersebut adalah sebanyak 6.800.000.000 saham dengan nilai nominal per saham Rp 500 atau setara dengan Rp 3.400.000.000.000 (Rupiah penuh). Selisih antara jumlah yang diterima dengan jumlah nilai nominal dari saham yang diterbitkan adalah sebesar Rp 2.448.000.000.000 (Rupiah penuh) disajikan dalam bagian Tambahan Modal Disetor.

The number of shares issued related to the initial public offering were 6,800,000,000 shares with the par value of shares Rp 500 (full Rupiah) per share or equivalent to Rp 3,400,000,000,000 (full Rupiah). The difference between the proceeds amount and the amount of par value of shares issued amounting to Rp 2,448,000,000,000 (full Rupiah) are presented as part of Additional Paid in Capital.

Jumlah saham yang diterbitkan sehubungan pelaksanaan program ESA terdiri dari 11.862.000 saham bonus dan 189.337.500 saham jatah pasti dengan jumlah nilai nominal sebesar Rp 100.599.750.000 (Rupiah penuh). Selisih antara jumlah yang diterima dan jumlah nilai nominal dari saham yang diterbitkan dari saham bonus dan saham jatah pasti masing-masing sebesar Rp 14.234.400.000 (Rupiah penuh) dan Rp 227.205.000.000 (Rupiah penuh) disajikan dalam bagian Tambahan Modal Disetor. Jumlah beban kompensasi yang diakui sehubungan pelaksanaan program ESA sebesar Rp 20.165.400.000 (Rupiah penuh), dibebankan pada beban operasi tahun berjalan dan dikreditkan pada bagian dari Tambahan Modal Disetor. Sisa dari seluruh pelaksanaan program ESA yang tidak digunakan sejumlah 2.800.500 saham jatah pasti menjadi tidak berlaku.

The number of shares issued related to the implementation of the ESA program consists of 11,862,000 shares and 189,337,500 bonus shares for the fixed allotment share with total par value amounting to Rp 100,599,750,000 (full Rupiah). The difference between the proceeds amount and the total par value of the issued shares from bonus shares and the fixed allotment share amounting to Rp 14,234,400,000 (full Rupiah) and Rp 227,205,000,000 (full Rupiah), respectively, are presented as part of Additional Paid in Capital. Total compensation expenses recognized related to the program implementation ESA amounting to Rp 20,165,400,000 (full Rupiah) charged to current year operating expenses and is credited in part of Additional Paid in Capital. The rest of the entire implementation of the program ESA are not used a number of 2,800,500 shares from the fixed allotment share become expired.

d1/February 6, 2015

- Directors of the Company; - Commissioners, Secretary to Commissioners and the Staffs of the Corporate Secretary; and - Permanent employees of the Company

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29. Tambahan Modal Disetor

29. Additional Paid in Capital 2014 Rp

2013 Rp

Tambahan Modal Disetor dari: Penawaran Umum Perdana Saham Tahun 2007 Pembelian Saham Kembali (Saham Treasuti) Hasil Bersih Penjualan Saham Treasuti Jumlah

2,343,266,337

2,343,266,337

(7,741,303)

(7,741,303)

118,365,066

118,365,066

Additional Paid in Capital from: Inital Public Offering Year 2007 Repurchase of Shares (Treasury Stocks) Net Proceeds from Sales of Treasury Stocks

2,453,890,100

2,453,890,100

Total

30. Kepentingan Non Pengendali

30. Non Controlling Interest

Merupakan hak pemegang saham non pengendali atas aset bersih dan bagian rugi bersih entitas anak yang dikonsolidasikan.

Represent non controlling interest in net assets and portion of net loss of the consolidated subsidiaries.

2014 Rp Kepentingan non-pengendali pada awal tahun Bagian kepentingan non-pengendali atas laba (rugi) bersih tahun berjalan Pembagian Dividen Kepentingan non-pengendali pada akhir tahun

2013 Rp

1,561,168,645

1,176,638,207

(2,342,959) (25,792)

384,582,558 (52,120)

Non-controlling interest at the beginning of year Net Income for the year atributable to Non-controlling interest Dividend distribution

1,558,799,894

1,561,168,645

Non-controlling interest at the end of year

Kepetingan non-pengendali atas aset neto Entitas Anak sebagai berikut:

The movements of the non-controling interest‘ share the net assets of the Subsidiaries are as follow:

PT Marga Nujyasumo Agung (MNA) PT Trans Marga Jateng (TMJ) PT Jasamarga Bali Tol (JBT) PT Marga Lingkar Jakarta (MLJ) PT Marga Sarana Jabar (MSJ) PT Jasamarga Pandaan Tol (JPT) PT Marga Trans Nusantara (MTN) PT Marga Kunciran Cengkareng (MKC) PT Jasamarga Kualanamu Tol (JMKT) PT Transmarga Jatim Pasuruan (TJP) PT Jasamarga Properti (JMP) PT Jalantol Lingkarluar Jakarta (JLJ) PT Jasa Layanan Pemeliharaan (JLP) Jumlah/ Total

d1/February 6, 2015

86

2014 Rp

2013 Rp

375,085,549 341,895,537 337,602,154 167,577,046 123,786,377 70,892,330 55,540,337 40,695,283 36,477,755 7,641,288 1,112,411 491,773 2,054

75,086,406 956,914,552 59,319,335 44,341,403 277,946,551 17,547,142 97,528,232 3,008,904 -1,518,487 15,491 671,981 27,270,161

1,558,799,894

1,561,168,645

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31. Pendapatan Tol

31. Toll Revenues 2014 Rp

2013 Rp

Perusahaan/ The Company Jakarta - Cikampek Cawang - Tomang - Pluit JORR Seksi non S Cikampek - Padalarang Jakarta - Bogor - Ciawi JORR S Prof. Dr. Ir. Sedyatmo Jakarta - Tangerang Padalarang - Cileunyi Surabaya - Gempol Pondok Aren - Bintaro Viaduct - Ulujami Palimanan - Kanci Semarang Seksi A,B,C Belawan - Medan - Tanjung Morawa

1,023,430,461 754,275,560 848,929,473 835,992,083 607,461,070 210,821,056 458,046,022 467,116,715 339,934,058 309,024,660 122,698,516 112,435,751 106,496,438 91,347,977

976,573,383 686,795,164 710,633,832 741,088,701 548,248,469 212,540,905 423,161,468 408,011,261 276,294,982 270,467,516 131,848,482 107,487,136 104,770,032 81,566,269


6,288,009,840

5,679,487,600

Entitas Anak/ Subsidiaries Bogor Outer Ring Road Semarang - Solo Surabaya - Mojokerto Nusa Dua - Benoa Ulujami - Kebon jeruk

67,171,369 107,250,609 18,784,879 106,140,831 59,035,018

45,553,674 36,485,489 17,554,363 23,651,143 --


358,382,706

123,244,669

6,646,392,546

5,802,732,269

Jumlah/ Total

Pendapatan jalan tol diperoleh dari jumlah kendaraan yang lewat dikalikan dengan tarif sesuai dengan golongan kendaraan. Tarif tol yang ditetapkan didasarkan pada:

Revenue from toll road are derived from total number of passing vehicles multiplied with the tariff based on class of vehicles. The toll tariff shall be based on:

- Undang-undang (UU) No. 38 tahun 2004 sebagai pengganti Undang-undang No.13 tahun 1980.

- The Law No. 38 of Year 2004 as a replacement for the Law No.13 year 1980.

- Peraturan Pemerintah (PP) No.15 tahun 2005 sebagai pengganti PP No.8 tahun 1990 dan PP No.40 tahun 2001.

- The Government Regulation (GR) No.15 year 2005 as a replacement for the GR No.8 of Year 1990 and the GR No.40 year 2001.

UU dan PP tersebut merupakan landasan hukum perhitungan/penyesuaian tarif tol yang kemudian ditetapkan oleh Keputusan Menteri Pekerjaan Umum (Kepmen PU).

Law and Government Regulations are legal basis for calculation/adjustment of the toll tariff which later determined by the Decree of Minister of Public Works.

Berdasarkan Peraturan Pemerintah No. 15 tahun 2005, pasal 66 ayat (1) dinyatakan: "Tarif dihitung berdasarkan kemampuan bayar pengguna jalan tol, besar keuntungan biaya operasi kendaraan, dan kelayakan investasi unsurunsur kelayakan investasi" dan pasal 66 ayat (2): "Besar keuntungan biaya operasi kendaraan sebagaimana dimaksud pada ayat (1) dihitung berdasarkan pada selisih biaya operasi kendaraan dan nilai waktu pada jalan tol dengan lintas alternatif jalan umum yang ada".

Based on the Government Regulation No. 15 of Year 2005, article 66 section (1) declares that: "Tariff will be calculated based on payment capability of the toll user, amount of profits from the vehicles operating cost, and investment properness elements" and article 66 section (2): "The amount of profits from the vehicles operating cost as of referred to under section (1) is to be calculated based on difference of vehicle operating cost on the toll road with the available alternative public road".

d1/February 6, 2015

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Berdasarkan Kepmen PU No. 522/KPTS/M/2014 tanggal 11 September 2014 untuk ruas Prof. Dr. Ir. Sedyatmo dan berlaku pada tanggal 19 September 2014, tarif terjauh untuk ruas tersebut adalah sebagai berikut: No 1

Based on the Decree of Minister of Public Works No. 522/KPTS/M/2014, dated September 11, 2014, and effective on September 19, 2014, the toll tariff for Prof. Dr. lr. Sedyatmo section toll road is as follows:

Ruas/ Section

I 6,000

Prof DR IR Sedyatmo

Berdasarkan Kepmen PU No. 490/KPTS/M/2013 tanggal 28 Nopember 2013 untuk ruas Tol Dalam Kota Jakarta dan berlaku pada tanggal 05 Desember 2013, tarif terjauh untuk ruas tersebut adalah sebagai berikut: No 1

I 8,000

Jalan Tol Dalam Kota/ City Toll Road

Tarif tol berdasarkan KEPMEN PU RI No. 539/KPTS/M/2014 tanggal 08 Oktober 2014 untuk ruas Jakarta-Cikampek dan berlaku pada tanggal 19 Oktober 2014, berikut tarif terjauh untuk ruas tersebut:

1 2 3

I 4,000 9,500 1,500

Sistem Transaksi Terbuka/ Open System Transaction Sistem Transaksi Tertutup/ Close System Transaction Ramp/ Ramp

Berdasarkan Kepmen PU No. 394 /KPTS/M/2013, tanggal 04 Oktober 2013 dan berlaku pada tanggal 11 Oktober 2013 untuk ruas-ruas Jakarta - Tangerang, Serpong - Pondok Aren, Ulujami - Pondok Aren, Padaleunyi, Cipularang, Surabaya Gempol, Belmera, Palikanci, Semarang, JORR (W,S,E) dan Jagorawi, tarif terjauh untuk ruas tersebut adalah sebagai berikut:

1

2 3 4

5 6 7 8

V 19,000

Golongan/ Group II III IV 6,000 8,000 10,000 15,500 19,000 24,000 1,500 1,500 2,000

V 12,000 29,000 2,500

Based on the Decree of Minister of Public Works No. 394 /KPTS/M/2013, dated October 04, 2013, and effective on October 11, 2013, the long distance of toll tariff for toll road sections: Jakarta - Tangerang, Serpong - Pondok Aren, Ulujami - Pondok Aren, Padaleunyi, Cipularang, Surabaya Gempol, Belmera, Palikanci, Semarang, JORR (W,S,E) and Jagorawi is as follows:

Ruas/ Section

I

Jakarta-Bogor-Ciawi - Ramp Taman Mini / Dukuh - Jakarta IC-Cimanggis (Sistem transaksi terbuka/ Open Sistem Transaction) - Cimanggis Ciawi (Sistem transaksi tertutup/ Close Sistem Transaction) Lingkar Luar Jakarta (JORR) Pondok Aren Ulujami Jakarta - Tangerang - Ramp Meruya/Meruya Utara/Kebon Jeruk - Tomang IC-Tangerang Barat Cipularang Padaleunyi Palikanci Semarang (Jatingaleh - Krapyak) Semarang (Jatingaleh - Srondol) Semarang (Jatingaleh - Kaligawe) Semarang (Jatingaleh - Gayamsari) Semarang (Gayamsari - Kaligawe)

d1/February 6, 2015

Golongan/ Group II III IV 10,000 13,000 16,000

Based on the Decree of Minister of Public Works No. 311/KPTS/M/2012 dated October 01, 2012 and effective on October 08, 2012, the toll tariff for Jakarta-Cikampek section toll road is:

Ruas/ Section

No.

V 14,000

Based on the Decree of Minister of Public Works No. 490/KPTS/M/2013, dated November 28, 2013, and effective on Desember 05, 2013, the toll tariff for Tol Dalam Kota section toll road is as follows:

Ruas/ Section

No.

Golongan/ Group II III IV 7,500 9,500 11,500

88

II

Golongan/ Group III IV

V

2,000 3,000 5,000 8,500 2,500

2,000 4,000 6,000 10,500 5,000

2,000 4,500 9,500 12,000 6,000

2,500 5,500 11,500 15,000 7,500

3,000 7,000 13,500 18,000 9,000

2,000 5,000 34,000 8,000 5,000 2,000 2,000 2,000 2,000 2,000

2,000 6,000 51,000 12,500 6,000 2,500 2,500 3,000 3,000 3,000

2,000 8,000 67,500 14,500 9,500 3,000 3,000 4,000 4,000 4,000

2,500 10,000 84,500 18,500 11,500 4,000 4,000 5,000 5,000 5,000

3,000 11,500 101,500 22,000 14,000 4,500 4,500 6,000 6,000 6,000

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No.

9

10


Ruas/ Section

I

Surabaya - Gempol Sistem Transaksi Terbuka/ Open System Transaction (Dupak - Waru) Sistem Transaksi Tertutup/ Close System Transaction Belmera

32. Pendapatan dan Beban Konstruksi

4,000 5,000 10,500

5,000 8,000 11,500

6,000 10,000 14,500

V

7,500 12,000 17,500

Construction revenue is the compensation of the service recognised by the Group for building new toll roads and to upgrade toll roads capacity. Construction revenue measured using cost-plus method, which specified margin ranging added up to all cost directly attributable to the acquiring cost of the assets.

2014 Rp

Pendapatan Konstruksi - Bersih

3,000 4,000 6,500

Golongan/ Group III IV

32. Construction Revenues and Expense

Pendapatan konstruksi merupakan jasa kompensasi yang diakui oleh Grup dalam pembangunan jalan tol baru dan peningkatan kapasitas jalan tol. Pendapatan konstruksi dinilai dengan menggunakan metode cost-plus, yang mana seluruh biaya yang dapat diatribusikan langsung sebagai nilai perolehan aset tambahan dengan marjin tertentu.

Pendapatan Konstruksi Beban Konstruksi

II

2013 Rp

1,945,824,811 (1,921,067,434)

3,960,538,543 (3,914,452,489)

Construction Revenues Construction Expenses

24,757,377

46,086,054

Profit from Construction - Net

33. Pendapatan Usaha Lainnya

33. Other Operating Revenues 2014 Rp

2013 Rp

Penjualan Bahan Bakar Minyak Sewa Lahan Jasa Pengoperasian Jalan Tol Pihak Lain Pendapatan Iklan Lainnya

178,707,288 104,360,355 100,599,915 6,313,541 193,120,549

153,072,190 90,060,436 32,405,824 6,721,041 225,937,332

Fuel Sales Land Rent Toll Road Operating Service Advertisement Others

Jumlah

583,101,648

508,196,823

Total

34. Penghasilan Lain-lain

34. Others Income 2014 Rp

2013 Rp

Penghasilan Bunga Deposito Penghasilan Jasa Giro Keuntungan Penjualan Aset Tetap Lainnya

258,560,991 6,937,089 342,264 21,713,115

223,817,722 5,313,797 2,886,399 22,710,908

Deposit Interest Income Current Accounts Income Gains on Disposal of Fixed Assets Others

Jumlah

287,553,459

254,728,826

Total

d1/February 6, 2015

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35. Beban Pengumpulan Tol

35. Toll Collection Expenses

Beban pengumpulan tol merupakan beban yang timbul dari kegiatan di gerbang tol.

Toll collection expenses represent expenses incurred in relation to activities at the toll gates.

2014 Rp Gaji dan Tunjangan Penyusutan dan Amortisasi Administrasi dan Perlengkapan Tol Perbaikan dan Pemeliharaan Bahan Bakar, Listrik dan Air Sewa Kendaraan dan Peralatan Tol Lainnya Jumlah

2013 Rp

725,979,752 93,044,380 71,291,956 62,869,780 40,404,666 26,443,701 62,568,531

593,809,291 85,637,939 63,632,925 53,931,682 32,386,100 20,851,538 22,453,332

Salaries and Allowance Depreciation and Amortization Administration and Toll Supplies Repair and Maintenance Fuel, Electricity,and Water Car Rental and Toll Equipment Others

1,082,602,766

872,702,807

Total

36. Beban Pelayanan Pemakai Jalan Tol

36. Toll Road Service Expenses

2014 Rp

2013 Rp

Harga Pokok Penjualan Bahan Bakar Minyak Gaji dan Tunjangan Penyusutan dan Amortisasi Bahan Bakar, Listrik dan Air Pelayanan Pemakai Jalan Tol Perbaikan dan Pemeliharaan Aset Tetap Sewa Kendaraan Publikasi Lainnya

173,856,413 159,249,539 57,831,741 55,866,728 37,146,089 30,742,991 19,962,532 5,172,155 16,891,862

147,935,120 125,785,251 55,804,423 49,730,195 32,506,719 28,068,331 16,232,015 5,199,164 20,478,705

Fuel Cost of Goods Sold Salaries and Allowance Depreciation and Amortization Fuel, Electricity and Water Toll Road User Services Repair and Maintenance Car Rental Publications Others

Jumlah

556,720,050

481,739,923

Total

Beban pelayanan pemakai jalan tol merupakan beban yang timbul karena kegiatan terkait dengan pelayanan jalan tol seperti patroli jalan tol, keperluan rescue, publikasi dan penyuluhan jalan tol.

Toll road service expenses represent expenses incurred in relation to toll road services such as toll patrol, rescue, publications and toll road information.

37. Beban Pemeliharaan Jalan Tol

Penyusutan dan Amortisasi Provisi Pelapisan Ulang Perbaikan dan Pemeliharaan Gaji dan Tunjangan Pembersihan Jalan dan Pertamanan Sewa Kendaraan Bahan Bakar, Listrik dan Air Lainnya Jumlah

d1/February 6, 2015

37. Toll Road Maintenance Expenses 2014 Rp

2013 Rp

644,185,877 383,423,560 227,241,296 58,515,212 35,476,102 6,997,375 4,808,627 3,889,689

892,453,544 340,108,272 238,195,632 55,681,739 30,391,744 5,521,027 4,151,739 2,321,292

Depreciation and Amortization Provision for Overlay Repair and Maintenance Salaries and Allowance Cleaning and Gardening Car Rental Fuel, Electricity and Water Others

1,364,537,738

1,568,824,989

Total

90

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38. Beban Kerjasama Operasi

38. Joint Operations Expenses

Beban Kerjasama Operasi merupakan selisih antara jumlah pendapatan tol yang menjadi bagian investor dengan pembayaran liabilitas kerjasama operasi tanpa kuasa penyelenggaraan, termasuk bagian bunga atas liabilitas kerjasama operasi dalam bentuk bagi pendapatan tol dengan jumlah minimum dan angsuran pasti. Beban kerjasama operasi dalam bentuk bagi hasil pendapatan tol merupakan beban kerjasama operasi dengan PT Bangun Tjipta Sarana, PT Adhika Prakarsatama dan PT Surya Cipta Swadaya.

Joint Operations Expenses represent the difference between the amount of toll revenues that are investors’ share over payments of liabilities under joint operation agreements without concession rights, including a share of interest charges on joint operation payable in the form of revenue sharing with minimum payments and fixed installment. Joint operations expenses in the form of toll revenue sharing represent joint operations expenses with PT Bangun Tjipta Sarana, PT Adhika Prakarsatama and PT Surya Cipta Swadaya.

39. Beban Umum dan Administrasi

Gaji dan Tunjangan Pajak, Iuran dan Retribusi Administrasi Kantor dan Sumbangan Perbaikan dan Pemeliharaan Jasa Profesional Penyusutan dan Amortisasi Bahan Bakar, Listrik dan Air Transportasi dan Perjalanan Dinas Sewa Publikasi Biaya Pengamanan Aset Lainnya Jumlah

39. General and Administrative Expenses 2014 Rp

2013 Rp

546,316,824 276,210,111 81,131,165 49,160,510 35,748,190 35,474,113 25,261,023 23,013,763 21,785,431 16,934,103 6,326,362 43,223,867

556,929,962 210,139,464 81,795,761 47,304,403 35,483,080 32,607,362 21,274,005 21,337,296 20,328,691 16,561,297 6,494,697 37,564,703

Salaries and Allowance Taxes, Contribution and Retribution Office Administration and Donation Repair and Maintenance Professional Fees Depreciation and Amortization Fuel, Electricity and Water Transportation and Business Travel Rental Publications Security Assets Expenses Others

1,160,585,462

1,087,820,721

Total

40. Beban Lain-lain

40. Other Expenses 2014 Rp

2013 Rp

Kerugian Penjualan Aset Tetap Lainnya

360,383 19,922,807

-33,494,919

Loss on Disposal of Fixed Assets Others

Jumlah

20,283,190

33,494,919

Total

Lainnya merupakan beban administrasi bank, provisi pinjaman, penghapusan piutang dan lainnya.

Others represent bank administration expenses, loan provision, receivable return off and other.

41. Biaya Keuangan

Utang Obligasi Utang Bank Utang Bantuan Pemerintah Jumlah

d1/February 6, 2015

41. Finance Charges 2014 Rp

2013 Rp

624,633,784 590,686,471 --

619,819,599 298,442,330 25,957,261

Bonds Bank Loans Loan from Government

1,215,320,255

944,219,190

Total

91

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42. Penggunaan Laba

42. Distribution of Income

Undang-undang (UU) No.1 Tahun 1995, tanggal 7 Maret 1995 yang telah diubah dengan UU No.40 Tahun 2007, tanggal 16 Agustus 2007 mengenai Perusahaan Terbatas mengharuskan perusahaan untuk membuat penyisihan cadangan sekurang-kurangnya 20% dari jumlah modal yang ditempatkan dan disetor penuh. UU tersebut tidak mengatur jangka waktu untuk penyisihan cadangan tersebut. Menindaklanjuti hal tersebut maka dengan memperhatikan Keputusan RUPS tanggal 29 April 2008 dan Keputusan Rapat Direksi No.51 tahun 2008 tanggal 9 Desember 2008, Perusahaan memutuskan membentuk Dana Cadangan Wajib sebesar Rp 25.000.000.000 (Rupiah penuh).

Law No.1 of 1995 dated March 7, 1995 as amended by Law No.40 Year 2007, dated August 16, 2007 regarding Limited Liability Company ("the Law") requires a company to provide reserves up to at least 20% of the issued and paid up capital. The Law does not require a time frame for the provision of such reserves. Based on decision of the General Meeting of Shareholders dated April 29, 2008 and decision of Directors Meeting No.51 Year 2008 dated December 9, 2008, the Company decided to provide Statutory Reserves amounted to Rp 25,000,000,000 (full Rupiah).

Berdasarkan Keputusan RUPS, penggunaan laba tahuntahun buku 2013 dan 2012 sebagai berikut:

Based on the General Meeting of Shareholders, the following are distribution of profit of the year 2013 and 2012 as follows:

Dividen Cadangan Umum Cadangan Wajib Jumlah

2013 Rp

2012 Rp

534,526,920 776,790,041 25,000,000

640,836,088 936,254,138 25,000,000

Dividend General Reserve Obligatory Reserve

1,336,316,961

1,602,090,226

Total

43. Pihak-pihak Berelasi

43. Related Parties

Grup melakukan transaksi dengan pihak-pihak berelasi. Kebijakan Perusahaan mengatur bahwa penetapan harga atas transaksi tersebut sama dengan apabila Perusahaan melakukan transaksi dengan pihak ketiga. Berikut adalah transaksi dengan pihak-pihak berelasi yang material: Pihak Berelasi/ Related Parties

The Goup rentered into transactions with related parties. The Company's policy requires that the pricing of these transactions should be the same as if the Company entered into transactions with the third parties. Below are the material transactions with related parties:

Hubungan/ Nature of Relationship

Jenis Transaksi/ Nature of Transactions

Pemerintah Republik Indonesia Kementerian Keuangan Kementerian Badan Usaha Milik Negara

Dikendalikan oleh Pemerintah Pusat Republik Indonesia/ Controlled by Central Government of the Republic of Indonesia

Hak Konsesi atas Ruang Tol, Utang Bantuan Pemerintah, Dana Talangan Pembebasan Tanah dan Perpajakan/ Grantor of Toll Road Concession Rights, Loan from Government Bail Out of Land Acquisition and Taxation

PT Bank Mandiri (Persero) Tbk


Penempatan Giro, Deposito Berjangka, Investasi Jangka Pendek, Dana yang Dibatasi Penggunaannya, Fasilitas Kredit Modal Kerja, Fasilitas Kredit Sindikasi, Biaya Keuangan dan Pendapatan Bunga/ Placement of Current Accounts, Time Deposits, Short Term Investments, Appropriated Funds, Working Capital Credit Facility, Syndicated Loans Facility, Finance Charges and Interest Income

PT Bank Rakyat Indonesia (Persero) Tbk


Penempatan Giro, Deposito Berjangka, Fasilitas Kredit Investasi, Fasilitas Kredit Sindikasi, Bank untuk Pengumpulan Tol, Biaya Keuangan dan Pendapatan Bunga/ Placement of Current Accounts, Time Deposits, Investment Credit Facility, Syndicated Loans Facility, Bank for Toll Collection, Finance Charges and Interest Income

PT Bank Negara Indonesia (Persero) Tbk


Penempatan Giro, Deposito Berjangka, Fasilitas Kredit Investasi, Fasilitas Kredit Sindikasi, Bank untuk Pengumpulan Tol, Biaya Keuangan dan Pendapatan Bunga/ Placement of Current Accounts, Time Deposits, Investment Credit Facility, Syndicated Loans Facility, Bank for Toll Collection, Finance Charges and Interest Income

d1/February 6, 2015

92

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Untuk Tahun-tahun yang Berakhir pada 31 Desember 2014 dan 2013 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain) Pihak Berelasi/ Related Parties


Hubungan/ Nature of Relationship Dikendalikan oleh Pemerintah Pusat Republik Indonesia/

Jenis Transaksi/ Nature of Transactions

Controlled by Central Government of the Republic of Indonesia PT Wijaya Karya (Persero) Tbk

Kontraktor dalam Pembangunan dan Pemeliharaan Aset Tetap dan Jalan/ Tol/ Contractor for Construction and Maintenance of Fixed Assets and


PT Istaka Karya (Persero)


PT Waskita Karya (Persero) Tbk


Badan Penyelenggara Jaminan Sosial

Kontraktor dalam Pembanguna dan Pemeliharaan Aset Tetap dan Jalan Tol/ Contractor for Construction and Maintenance of Property and Equipment and Toll Roads

Toll Roads Kontraktor dalam Pembangunan dan Pemeliharaan Aset Tetap dan Jalan/ Tol/ Contractor for Construction and Maintenance of Fixed Assets and


PT Pembangunan Perumahan (Persero) Tbk

Toll Roads

Kontraktor dalam Pembangunan dan Pemeliharaan Aset Tetap dan Jalan/ Tol/ Contractor for Construction and Maintenance of Fixed Assets and


PT Adhi Karya (Persero) Tbk

Kredit Sindikasi, Biaya Keuangan dan Pendapatan Bunga/ Placement of Current Accounts, Time Deposits, Investment Credit Facility, Syndicated Loans Facility, Finance Charges and Interest Income

Toll Roads Kontraktor dalam Pembangunan dan Pemeliharaan Aset Tetap dan Jalan Tol/ Contractor for Construction and Maintenance of Fixed Assets and Toll Roads Beban Asuransi Jiwa Pensiunan Karyawan/ Life Insurance Expenses for Pension Employees


PT Pertamina (Persero)

Pendapatan Kerjasama Bagi Hasil SPBU, Beban Bahan Bakar Minyak Sebagai Pemasok Persediaan Bahan Bakar Tempat Istirahat/ Revenue from


Profit Sharing of SPBU, Engine Fuel Expenses as Supplier of Rest Area's Fuel Inventory

PT Perusahaan Listrik Negara (Persero)


Beban Listrik Peralatan Tol dan Gedung/ Electricity for Toll Equipment and Buildings

Koperasi Jasa Marga Bhakti


Pembelian Aset dan Perlengkapan, Beban Outsourcing Pegawai, Sewa

Yayasan Dana Pensiun Jasa Marga


Penempatan Dana Imbalan Kerja Karyawan/ Placement of Employee Benefit Funds

PT Citra Bhakti Margatama Persada

Entitas Asosiasi/ Associated Company

Investasi pada Perusahaan Asosiasi/ Investments in Associated Company

PT Citra Ganesha Marga Nusantara



PT Ismawa Trimitra









a. Pemerintah Grup memiliki Perjanjian Pengusahaan Jalan Tol (PPJT) dengan Badan Layanan Umum-Badan Pengatur Jalan Tol (BLU-BPJT) mengenai penggunaan fasilitas pinjaman dana untuk pengadaan tanah dalam rangka d1/February 6, 2015

Kendaraan dan Peralatan Tol/ Purchase of Property and Equipment, Outsourcing Expenses, Vehicles and Toll Equipment Lease

a. Government The Group has a Toll Road Concession Agreements (PPJT) with the General Services Agency-Toll Road Regulatory Agency (BLU-BPJT), regarding the use of funds loan facilities for land acquisition designated for the 93

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pembangunan jalan tol baru. Ketika PPJT dialihkan dari Entitas Induk ke Entitas Anak, Utang BLU secara otomatis menjadi milik Entitas Anak. Total transaksi per 31 Desember 2014 adalah masing-masing sebesar Rp 2.869.942.352 (Rupiah penuh), Rp 1.678.872.989 (Rupiah penuh).

development of new toll roads. When PPJT is transferred from the Parent Company to its Subsidiaries, these BLU Payables automatically belonged to the Subsidiaries. Total transactions as of December 31, 2014 amounting to Rp 2,869,942,352 (full Rupiah), and Rp 1,678,872,989 (full Rupiah), respectively. 2014 Rp

PT Marga Kunciran Cengkareng PT Marga Trans Nusantara PT Marga Lingkar Jakarta PT Marga Nujyasumo Agung PT Trans Marga Jateng PT Transmarga Jatim Pasuruan PT Jasa Marga (Persero) Tbk (Induk/ Parent) PT Jasamarga Pandaan Tol PT Marga Sarana Jabar Jumlah/ Total

Grup melakukan transaksi atas pekerjaan pelapisan ulang aset takberwujud jalan tol untuk memenuhi persyaratan Standar Pelayanan Minimum yang ditetapkan oleh Badan Pengatur Jalan Tol (BPJT). Pekerjaan pelapisan ulang diserahkan kepada kontraktor BUMN maupun kontraktor swasta. Total pekerjaan pelapisan ulang atas transaksi dengan pihak berelasi masing-masing per 31 Desember 2014 dan 31 Desember 2013 adalah sebagai berikut:

764,848,936 645,432,549 443,482,173 334,871,795 317,993,278 165,705,060 109,008,350 88,600,211 --

125,389,087 243,497,728 498,023,311 331,774,459 153,298,369 108,134,817 109,008,350 88,595,538 21,151,330

2,869,942,352

1,678,872,989

The Group entered into toll roads overlay transactions for its intangible assets in fulfilling the minimum level of services (Standar Pelayanan Minimum – SPM) decided by the Indonesian Toll Road Authority (Badan Pengatur Jalan Tol – BPJT). The work of overlay submitted to both the BUMN and private contractors. Total of the work of overlay transaction with related parties on December 31, 2014 and December 31, 2013 are as follows:

PT Adhi Karya (Persero) Tbk

Dalam kegiatan usahanya, Grup melakukan transaksi dengan pihak-pihak berelasi yang dilakukan dengan syarat-syarat dan kondisi normal, termasuk pembayaran oleh Grup atas beban-beban pihak-pihak berelasi atau sebaliknya. Saldo transaksi dengan pihak berelasi per 31 Desember 2014 dan 31 Desember 2013, sebagal berikut:

2014 Rp

2013 Rp

32,412,194

27,543,808

In the normal course of business, the Group entered into certain transactions with the related parties conducted by normal terms and conditions. These transactions include payments made by the Group to the related parties or vice versa. Ending balance of related parties transactions as of December 31, 2014, and December 31, 2013 are as follows:

2014 Rp Aset/ Assets Kas dan Setara Kas/ Cash and Cash Equivalents Bank/ Cash in Banks Rupiah PT Bank Mandiri (Persero) Tbk PT Bank Rakyat Indonesia (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk PT Bank Tabungan Negara (Persero) Tbk Sub Jumlah/ Sub Total

d1/February 6, 2015

2013 Rp

94

2013 Rp

Persentase dari Total Aset/ Percentage from Total Assets 2014 2013 % %

115,453,821 96,051,771 18,304,829 3,629,160

146,093,198 103,195,062 11,741,073 1,818,898

0.36% 0.30% 0.06% 0.01%

0.52% 0.37% 0.04% 0.01%

233,439,581

262,848,231

0.73%

0.94%

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2014 Rp

2013 Rp

Persentase dari Total Aset/ Percentage from Total Assets 2014 2013 % %

Dolar Amerika Serikat/ United States Dollar 1,116,701

922,812

0.00%

0.00%

1,116,701

922,812

0.00%

0.00%

913,600,000 661,886,000 246,250,000 100,600,000

1,160,300,000 184,250,000 552,252,514 140,000,000

2.87% 2.08% 0.77% 0.32%

4.14% 0.66% 1.97% 0.50%

1,922,336,000

2,036,802,514

6.03%

7.26%

13,684,000

13,407,900

0.04%

0.05%

13,684,000

13,407,900

0.04%

0.05%

2,170,576,282

2,313,981,457

6.81%

8.25%

182,609 133,907 72,049 64,208 61,088 ---11,518,183

5,039,047 133,907 699,284 3,236,616 -1,105,764 638,750 63,558 82,088

0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.04%

0.02% 0.00% 0.00% 0.01% 0.00% 0.00% 0.00% 0.00% 0.00%


12,032,044

10,999,014

0.04%

0.04%

Jumlah Piutang Lain-lain/ Total Other Receivables

12,032,044

10,999,014

0.04%

0.00%

Jaminan Pelaksanaan/ Performance Bond PT Bank Mandiri (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk PT Bank Tabungan Negara (Persero) Sub Jumlah/ Sub Total

16,350,000 ---

42,776 19,863,287 7,750,000

0.05% 0.00% 0.00%

0.00% 0.07% 0.03%

16,350,000

27,656,063

0.05%

0.10%

Jaminan Pembebasan Tanah/ Land Acquisition Guarantees PT Bank Rakyat Indonesia (Persero), Tbk PT Bank Mandiri (Persero) Tbk Sub Jumlah/ Sub Total

14,100,000 7,530,940

-6,496,257

0.04% 0.02%

0.00% 0.02%

21,630,940

6,496,257

0.07%

0.02%

Jaminan Sindikasi Bank/ Syndicated Bank Guarantee PT Bank Mandiri (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk PT Bank Rakyat Indonesia (Persero) Tbk Sub Jumlah/ Sub Total

92,699,009 19,340,834 18,627,875

22,189,544 87,821,547 4,021

0.29% 0.06% 0.06%

0.08% 0.31% 0.00%

130,667,718

110,015,112

0.41%

0.39%

168,648,658

144,167,432

0.53%

0.51%

PT Bank Mandiri (Persero) Tbk Sub Jumlah/ Sub Total Deposito Berjangka/ Time Deposits Rupiah PT Bank Rakyat Indonesia (Persero) Tbk PT Bank Mandiri (Persero) Tbk PT Bank Tabungan Negara (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk Sub Jumlah/ Sub Total Dolar Amerika Serikat/ United States Dollar PT Bank Rakyat Indonesia (Persero) Tbk Sub Jumlah/ Sub Total Jumlah Kas dan Setara Kas/ Total Cash and Cash Equivalents Piutang Lain-lain/ Other Receivables Lancar/ Current PT Wijaya Karya (Persero) Tbk PT Istaka Karya (Persero) PT Waskita Karya (Persero) Tbk PT Adhi Karya (Persero) Tbk Klinik Mobil PT Translingkar Kita Jaya INKOPKAR JAGA PT Bank Mandiri (Persero) Tbk Lain-lain/ Others

Dana Ditetapkan Penggunaannya/ Appropriated Funds

Jumlah Dana Ditetapkan Penggunaannya/ Total Appropriated Funds

d1/February 6, 2015

95

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2014 Rp

2013 Rp

Persentase dari Total Liabilitas/ Percentage from Total Liabilities 2014 2013 % %

Liabilitas/ Liabilities Utang Bank/ Bank Loans Utang Jangka Pendek/ Short Term Loans PT Bank Rakyat Indonesia (Persero) Tbk PT Bank Mandiri (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk PT Bank Tabungan Negara (Persero) Tbk

24,737,997 11,247,894 5,253,451 359,937

28,493,565 262,966,718 1,512,000 --

0.12% 0.06% 0.03% 0.00%

0.16% 1.50% 0.01% 0.00%

41,599,279

292,972,283

0.20%

1.67%

PT Bank Mandiri (Persero) Tbk PT Bank Negara Indonesia (Persero) Tbk PT Bank Rakyat Indonesia (Persero) Tbk PT Bank Tabungan Negara (Persero) Tbk Sub Jumlah/ Sub Total

2,547,473,133 1,626,727,819 1,283,973,781 71,627,438 5,529,802,171

2,054,399,848 1,404,703,029 1,111,180,323 62,425,659 4,632,708,859

12.47% 7.96% 6.28% 0.35% 27.06%

11.74% 8.03% 6.35% 0.36% 26.47%

Jumlah Utang Bank/ Total Bank Loans

5,571,401,450

4,925,681,142

27.27%

20.25%

1,949,473 3,153,882 258,334 26,466 846 ----

3,744,354 1,199,298 211,168 --1,531,348 666,117 638,336

0.01% 0.02% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

0.02% 0.01% 0.00% 0.00% 0.00% 0.01% 0.00% 0.00%

5,389,001

7,990,621

0.03%

0.04%

258,552,200 201,309,998 184,627,030 57,336,834 32,214,073 12,581,649 4,535,077 2,939,804 658,693

366,580,413 185,691,627 254,241,823 134,564,614 51,753,257 12,581,649 8,408,898 3,245,248 1,751,942

1.27% 0.99% 0.90% 0.28% 0.16% 0.06% 0.02% 0.01% 0.00%

2.09% 1.06% 1.45% 0.77% 0.30% 0.07% 0.05% 0.02% 0.01%

754,755,358

1,018,819,471

3.69%

5.82%

--

2,979,167

0.00%

0.02%

--

2,979,167

0.00%

0.02%

Sub Jumlah/ Sub Total Utang Jangka Panjang/ Long Term Loans

Utang Usaha/ Accounts Payable Koperasi Jasa Marga Bhakti PT Bank Rakyat Indonesia (Persero) Tbk Karyawan/ Employees PT Bank Mandiri (Persero) Tbk PT Asuransi Jiwasraya (Persero) PT Pertamina Retail PT Asuransi Umum Bumiputera Muda 1967 Dana Pensiun Jasa Marga Jumlah Utang Usaha/ Total Accounts Payable Utang Kontraktor/ Contractors Payable PT Waskita Karya (Persero) Tbk PT Adhi Karya (Persero) Tbk PT Wijaya Karya (Persero) Tbk KSO Wika - Adhi - Hutama/ JO PT Pembangunan Perumahan (Persero) Tbk PT Istaka Karya (Persero) PT Hutama Karya (Persero) PT Yodya Karya (Persero) Lain - lain (dibawah Rp 2 Milyar)/ Others (below Rp 2 Billion) Jumlah Utang Kontraktor/ Total Contractors Payable Beban Akrual/ Accrued Expenses PT Bank Mandiri (Persero) Tbk Jumlah Beban Akrual/ Total Accrued Expenses

b. Remunerasi Komisaris dan Direksi (i). Jumlah remunerasi yang diterima Dewan Komisaris untuk tahun-tahun yang berakhir pada 31 Desember 2014 dan 31 Desember 2013 masingd1/February 6, 2015

b. Remuneration of Commissioners and Directors (i) Total remuneration received by the Board of Commissioners for the years ended on December 31, 2014 and December 31, 2013 amounting to 96

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masing sebesar Rp 9.518.926.471 (Rupiah penuh) dan Rp 9.290.470.585 (Rupiah penuh).

Rp 9,518,926,471 (full Rupiah) Rp 9,290,470,585 (full Rupiah), respectively.

(ii) Jumlah remunerasi yang diterima Dewan Direksi untuk tahun-tahun yang berakhir pada 31 Desember 2014 dan 31 Desember 2013 masing-masing sebesar Rp 21.105.824.618 (Rupiah penuh) dan Rp 16.322.731.648 (Rupiah penuh).

and

(ii) Total remuneration received by the Board of Directors for the years ended on December 31, 2014 and December 31, 2013 amounting to Rp 21,105,824,618 (full Rupiah) and Rp 16,322,731,648 (full Rupiah), respectively.

44. Perjanjian dan Perikatan Penting

44. Significant Agreement and Commitment

a. Perjanjian Pengusahaan Jalan Tol (PPJT)

a. Concession Agreements

(i) Perusahaan telah memperoleh penetapan hak pengusahaan jalan tol (Hak Konsesi) yang diterbitkan oleh Pemerintah meliputi 13 (tiga belas) ruas jalan tol berdasarkan Keputusan Menteri Pekerjaan Umum No. 242/KPTS/M/2006, tanggal 8 Juni 2006 yang kemudian ditindaklanjuti dengan penandatanganan Perjanjian Pengusahaan Jalan Tol (PPJT) pada tanggal 7 Juli 2006 untuk masing-masing ruas jalan tol, dengan masa konsesi selama 40 (empat puluh) tahun, yang berlaku efektif sejak tanggal 1 Januari 2005 sampai dengan 31 Desember 2045, dengan rincian sebagai berikut:

(i)

The Company has acquired the right of toll road concession (Concession Right) issued by the Government, which consists of 13 (thirteen) toll roads, in accordance with Minister of Public Works Decree No. 242/KPTS/M/2006, dated June 8, 2006, followed by the signing of the Toll Road Concession Agreement (PPJT) for each toll road dated July 7, 2006 with concession period of 40 (forty) years, effective commenced as of January 1, 2005 until December 31, 2045 with details as follows:

1. Ruas Jakarta - Bogor - Ciawi, berdasarkan PPJT No. 246/PPJT/VII/Mn/2006; 2. Ruas Jakarta - Tangerang, berdasarkan PPJT No. 247/PPJT/VII/Mn/2006; 3. Ruas Surabaya - Gempol, berdasarkan PPJT No. 248/PPJT/VII/Mn/2006; 4. Ruas Jakarta - Cikampek, berdasarkan PPJT No. 249/PPJT/VII/Mn/2006; 5. Ruas Padalarang - Cileunyi, berdasarkan PPJT No. 250/PPJT/VII/Mn/2006; 6. Ruas Prof. Dr. Ir. Sedyatmo, berdasarkan PPJT No. 251/PPJT/VII/Mn/2006; 7. Ruas Cawang - Tomang - Pluit, berdasarkan PPJT No. 252/PPJT/VII/Mn/2006; 8. Ruas Belawan - Medan - Tanjung Morawa, PPJT No. 253/PPJT/VII/Mn/2006; 9. Ruas Semarang Seksi A, B, C, berdasarkan PPJT No. 254/PPJT/VII/Mn/2006; 10. Ruas Pondok Aren - Bintaro Viaduct - Ulujami, berdasarkan PPJT No. 255/PPJT/VII/Mn/2006; 11. Ruas Palimanan - Kanci, berdasarkan PPJT No. 256/PPJT/VII/Mn/2006; 12. Ruas Lingkar Luar Jakarta (JORR) Ruas E1, E2, E3, W2, berdasarkan PPJT No.257/PPJT/VII/Mn/2006; dan 13. Ruas Cikampek - Padalarang, berdasarkan PPJT No. 258/PPJT/VII/Mn/2006.

1.

Sehubungan dengan perolehan Hak Konsesi dimaksud, Perusahaan diwajibkan membentuk jaminan pemeliharaan dengan nilai sekurang-kurangnya 10%

With regard to the above Concession Rights, the Company is required to establish a maintenance guarantee with a value in the amount of not less than 10% (ten percent)

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Jakarta – Bogor – Ciawi Toll Road, according to PPJT No. 246/PPJT/VII/Mn/2006; Jakarta – Tangerang Toll Road, according to PPJT No. 247/PPJT/VII/Mn/2006; Surabaya – Gempol Toll Road, according to PPJT No. 248/PPJT/VII/Mn/2006; Jakarta – Cikampek Toll Road, according to PPJT No. 249/PPJT/VII/Mn/2006; Padalarang – Cileunyi Toll Road, according to PPJT No. 250/PPJT/VII/Mn/2006; Prof. Dr. Ir. Sedyatmo Toll Road, according to PPJT No. 251/PPJT/VII/Mn/2006; Cawang - Tomang – Pluit Toll Road, according to PPJT No. 252/PPJT/VII/Mn/2006; Belawan - Medan - Tanjung Morawa Toll Road, according to PPJT No. 253/PPJT/VII/Mn/2006; Semarang Toll Road, Sections A, B, C according to PPJT No. 254/PPJT/VII/Mn/2006; Pondok Aren - Bintaro Viaduct – Ulujami Toll Road, according to PPJT No. 255/PPJT/VII/Mn/2006; Palimanan – Kanci Toll Road, according to PPJT No. 256/PPJT/VII/Mn/2006; Jakarta Outer Ring Road Toll Road, Sections E1, E2, E3, W2, according to PPJT No. 257/PPJT/VII/Mn/2006; and Cikampek – Padalarang Toll Road, according to PPJT No. 258/PPJT/VII/Mn/2006.

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(sepuluh persen) dari realisasi pendapatan tol dan pendapatan usaha lain yang diterima pada atau sebelum tahun terakhir masa konsesi dimana besarannya didasarkan pada laporan keuangan tahunan terakhir yang tersedia dan telah diaudit. Jaminan pemeliharaan tersebut diserahkan kepada Pemerintah melalui Badan Pengelola Jalan Tol (BPJT) dalam waktu 6 (enam) bulan sebelum masa konsesi berakhir dan jaminan pemeliharaan ini tetap berlaku sampai dengan 12 (dua belas) bulan setelah berakhirnya masa konsesi.

from the actual toll revenue and revenue obtained from other businesses on or before the last year of the concession period whereby such amount is calculated based on the latest audited annual financial statements. The aforementioned maintenance guarantee shall be given to the Government through Indonesian Toll Road Authority (BPJT) within 6 (six) months before the expiration of concession period and shall prevail for the successive 12 (twelve) months from the expiration of concession period.

(ii) Perjanjian Investasi Jalan Tol 1. Ruas Bogor Outer Ring Road Perusahaan dan PT Jasa Sarana telah menandatangani Akta Kerjasama Pendanaan dan Investasi Pengusahaan Jalan Tol Ruas Lingkar Luar No. 10, tanggal 3 Oktober 2006, dari Notaris Agus Madjid, SH, dan Perjanjian Usaha Patungan No. 9, tanggal 11 Mei 2007, dari Notaris Iwan Ridwan, SH, untuk melaksanakan pengusahaan jalan tol yang meliputi pendanaan, perencanaan teknik, pelaksanaan konstruksi, pengoperasian dan pemeliharaan jalan tol, serta usaha-usaha lainnya yang terkait. Perjanjian Usaha Patungan tersebut berlaku sejak tanggal penandatanganan perjanjian sampai dengan akhir masa konsesi sesuai PPJT (lihat Catatan 1.b).

(ii) Toll Road Investment Agreements 1. Bogor Outer Ring Road The Company and PT Jasa Sarana have signed Deed of Financing and Investment of Toll Road Concession Cooperation of Bogor Outer Ring Road No. 10, dated October 3, 2006, from Notary Agus Madjid, SH, and Deed of Joint Venture Agreement No. 9, dated May 11, 2007, from Notary Iwan Ridwan, SH, in order to implement the toll road concession, which consists of financing, technical plan, construction, operation and maintenance of the toll road, as well as other related businesses. Such Joint Venture Agreement is effective as of the date of signing until the expiration date of concession period in accordance with the PPJT (see Note 1.b).

2. Ruas Gempol – Pasuruan Perusahaan dan PT Jatim Marga Utama telah menandatangani Akta Kerjasama Pendanaan dan Investasi Pengusahaan Jalan Tol Gempol - Pasuruan No.11, tanggal 3 Oktober 2006, dari Notaris Agus Madjid, SH, dan Akta Perjanjian Usaha Patungan No. 28, tanggal 8 Mei 2007 dari Notaris Retno Suharti, SH, untuk melaksanakan pengusahaan jalan tol yang meliputi pendanaan, perencanaan teknik, pelaksanaan konstruksi, pengoperasian dan pemeliharaan jalan tol, serta usaha-usaha lainnya yang terkait. Perjanjian Usaha Patungan tersebut berlaku sejak tanggal penandatanganan perjanjian sampai dengan akhir masa konsesi sesuai PPJT.

2. Gempol – Pasuruan Toll Road The Company and PT Jatim Marga Utama have signed Deed of Financing and Investment of Toll Road Concession Cooperation of Gempol Pasuruan No. 11, dated October 3, 2006, from Notary Agus Madjid, SH, and Deed of Joint Venture Agreement No. 28, dated May 8, 2007, from Notary Retno Suharti, SH, in order to implement the toll road concession, which consists of financing, technical plan, construction, operation and maintenance of the toll road, as well as other related businesses. Such Joint Venture Agreement is effective as of the date of signing until the expiration date of concession period in accordance with the PPJT.

3. Ruas Semarang - Solo Perusahaan dan PT Sarana Pembangunan Jawa Tengah telah menandatangani Akta Perjanjian Usaha Patungan No. 35, tanggal 8 Juni 2007, dari Notaris Prof. Dr. Liliana Tedjosaputro, SH, MH, untuk melaksanakan pengusahaan jalan tol yang meliputi pendanaan, perencanaan teknik, pelaksanaan konstruksi, pengoperasian dan pemeliharaan jalan tol, serta usaha-usaha lainnya yang terkait. Perjanjian Usaha Patungan tersebut berlaku sejak tanggal penandatanganan perjanjian sampai dengan akhir masa konsesi sesuai PPJT (lihat Catatan 1.b).

3. Semarang - Solo Toll Road The Company and PT Sarana Pembangunan Jawa Tengah have signed Deed of Joint Venture Agreement No. 35, dated June 8, 2007, from Notary Prof. Dr. Liliana Tedjosaputro, SH, MH, in order to implement the toll road concession which consists of financing, technical plan, construction, operation and maintenance of the toll road, as well as other related businesses. Such Joint Venture Agreement is effective as of the date of signing until the expiration date of concession period in accordance with the PPJT (see Note 1.b).

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4. Ruas Cengkareng - Kunciran Perusahaan telah menandatangani Akta Perjanjian Konsorsium No. 03/CMS/PKK-XII/05 berdasarkan Akta No. 53, tanggal 21 Mei 2007 dari Notaris Ny. Poerbaningsih Adi Warsito, SH. Notaris Konsorsium tersebut terdiri dari (i) Perusahaan; (ii) CMS Works International Limited, Malaysia; (iii) PT Wijaya Karya (Persero); (iv) PT Nindya Karya (Persero); dan (v) PT Istaka Karya (Persero) untuk membangun ruas tol Cengkareng – Kunciran. Proporsi Perusahaan dalam penyertaan saham di konsorsium tersebut sebesar 20% (dua puluh persen).

4. Cengkareng – Kunciran Toll Road The Company has entered into the Consortium Agreement No. 03/CMS/PKK-XII/05 as set forth in Deed No. 53, dated May 21, 2007 from Notary Mrs. Poerbaningsih Adi Warsito, SH Notary The Consortium consists of (i) the Company; (ii) CMS Works International Limited, Malaysia; (iii) PT Wijaya Karya (Persero); (iv) PT Nindya Karya (Persero); and (v) PT Istaka Karya (Persero) to build Cengkareng – Kunciran Toll Road Segment. The Company’s shares proportion in such Consortium is 20% (twenty percent).

Berdasarkan Adendum Perjanjian Konsorsium No. 03/CMS/PKK-XII/05 dengan Akta No. 52, tanggal 21 Mei 2007 dari Notaris Ny. Poerbaningsih Adi Warsito, SH., proporsi Perusahaan dalam penyertaan saham di konsorsium tersebut mengalami perubahan menjadi 55% (lima puluh lima persen).

According to Amendment of Consortium Agreement No. 03/CMS/PKK-XII/05 as set forth in Deed No. 52, dated May 21, 2007 from Notary Ny. Poerbaningsih Adi Warsito, SH. The Company’s shares proportion in such Consortium is increased to 55% (fifty five percent).

Berdasarkan Akta Pendirian No. 7, tanggal 14 Mei 2008, dari Notaris Suzy Anggraini Muharam, SH, telah didirikan PT Marga Kunciran Cengkareng, sehubungan dengan proyek Jalan Tol Kunciran – Cengkareng.

According to Deed of Establishment No. 7, dated May 14, 2008, from Notary Suzy Anggraini Muharam, SH, Notary in Jakrta, PT Marga Kunciran Cengkareng was established in relation to the Kunciran – Cengkareng Toll Road project.

Berdasarkan Akta Pendirian No. 7, tanggal 14 Mei 2008, dari Notaris Suzy Anggraini Muharam, SH, telah didirikan PT Marga Kunciran Cengkareng, sehubungan dengan proyek Jalan Tol Kunciran Cengkareng.

According to Deed of Establishment No. 7, dated May 14, 2008, from Notary Suzy Anggraini Muharam, SH, Notary in Jakrta, PT Marga Kunciran Cengkareng was established in relation to the Kunciran – Cengkareng Toll Road project.

Berdasarkan Akta No. 22 tanggal 13 Desember 2010, Akta No. 23 tanggal 13 Desember 2010, Akta No. 32 tanggal 15 Desember 2010, Akta No. 37 tanggal 16 Desember 2010, yang seluruhnya dari Notaris Dra. Ayu Tiara Siregar, SH. Notaris di Tangerang, perihal Jual Beli Saham antara Perusahaan dengan PT Istaka Karya (Persero), PT Nindya Karya (Persero), PT Wijaya Karya (Persero) Tbk, dan CMS Works International Limited (CMS WIL), dan Akta Pernyataan Keputusan Rapat Para Pemegang Saham PT Marga Kunciran Cengkareng No. 40 tanggal 17 Desember 2010, proporsi Perusahaan dalam penyertaan saham atas PT Marga Kunciran Cengkareng berubah menjadi 75% (tujuh puluh lima persen).

According to Deed No. 22 dated December 13, 2010, Deed No. 23 dated December 13, 2010, Deed No. 32 dated December 15, 2010, Deed No. 37 dated December 16, 2010, all of which from Notary Dra. Ayu Tiara Siregar, SH, Notary in Tangerang, concerning Sale and Purchase of Shares between PT Istaka Karya (Persero), PT Nindya Karya (Persero), PT Wijaya Karya (Persero) Tbk, and CMS Works International Limited (CMS WIL), and Deed of Statement of Resolution of General Meeting of Shareholders of PT Marga Kunciran Cengkareng No. 40 dated December 17, 2010, The Company’s shares proportion in PT Marga Kunciran Cengkareng is increased to 75% (seventy five percent).

5. Ruas Kunciran – Serpong Perusahaan telah menandatangani Akta Perjanjian Konsorsium No. 60 tanggal 22 Mei 2007, dari Notaris Benny Kristianto, SH, Notaris di Jakarta. Konsorsium tersebut terdiri dari (i) Perusahaan; (ii) PT Astratel Nusantara; (iii) PT Leighton Contractors Indonesia; dan (iv) PT Transutama Arya Sejahtera untuk

5. Kunciran – Serpong Toll Road The Company has signed Deed of Consortium Agreement No. 60 dated May 22, 2007 from Notary Benny Kristianto, SH. The Consortium consists of (i) the Company; (ii) PT Astratel Nusantara; (iii) PT Leighton Contractors Indonesia; and (iv) PT Transutama Arya Sejahtera to build Kunciran –

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membangun ruas tol Kunciran – Serpong. Proporsi Perusahaan dalam penyertaan saham di konsorsium tersebut sebesar 10% (sepuluh persen).

Serpong Toll Road. The Company’s shares proportion in such Consortium is 10% (ten percent).

Perjanjian Para Pendiri Konsorsium dengan Akta No. 24, tanggal 22 Mei 2007 dari Notaris Benny Kristianto, SH. antara lain menyebutkan bahwa porsi kepemilikan Perusahaan dalam konsorsium tersebut berubah menjadi 60% (enam puluh persen). Dimana para pihak setuju untuk merealisasikan porsi kepemilikan final sesegera mungkin dengan ketentuan yang ada. Para pihak mengindikasikan bahwa realisasi tersebut akan diusahakan untuk diberlakukan segera setelah konsorsium dinyatakan sebagai pemenang proyek dan sebelum pembentukan Perusahaan.

According to the Deed of Consortium Founder Agreement No. 24 dated May, 22, 2007 from Notary Benny Kristianto, SH. The Company’s shares proportion in the Consortium is increased to 60% (sixty percent) whereby the parties agreed to promptly finalize the realization of such shares proportion in accordance with the prevailing terms and conditions. The Parties indicated that such realization shall be made effective upon Consortium being awarded the bid for the project and prior to the establishment of the Toll Road Company.

Pada tanggal 14 Mei 2008 berdiri perusahaan konsorsium PT Marga Trans Nusantara berdasarkan Akta No. 8 dari Notaris Suzy Anggraini Muharam, SH, sehubungan dengan proyek Jalan Tol KunciranSerpong.

Based on the Deed of Establishment No. 8, dated May 14, 2008, from Notary Suzy Anggraini Muharam, SH, PT Marga Trans Nusantara was established in relation to the Kunciran - Serpong Toll Road project.

6. Ruas JORR Seksi W2 Utara Pada tanggal 2 April 2007, Perusahaan bersamasama dengan PT Jakarta Propertindo telah menandatangani Perjanjian Pendahuluan tentang Rencana Kerjasama Pengusahaan Jalan Tol JORR W2 Utara. Pada tanggal 24 Agustus 2009 berdiri Perusahaan konsorsium PT Marga Lingkar Jakarta berdasarkan Akta No.26 dari Notaris Edi Priyono, SH. dan telah disahkan oleh Menteri Kehakiman Republik Indonesia No. C-98-HT.03.02-Th 2002. Porsi Perusahaan dalam penyertaan saham dalam konsorsium tersebut sebesar 65% (enam puluh lima persen).

6. JORR Toll Road, Section W2 North On April 2, 2007, the Company and PT Jakarta Propertindo have signed the Preliminary Agreement concerning Cooperation Plan of Toll Road Concession of North Jakarta Outer Ring Road Section W2. Furthermore, by Deed No. 26 dated August 24, 2009 of notary Edi Priyono, SH, the Consortium Party has incorporated PT Marga Lingkar Jakarta which has been legalized with Minister of Law and Human Rights Decree No. C98-HT.03.02-Th 2002. The shares proportion of the Company in such Consortium has been defined in the amount of 65% (sixty five percent).

b. Perjanjian Fasilitas Kredit Investasi PT Bank Mandiri (Persero) Tbk Pada tanggal 7 Maret 2007, Perusahaan memperoleh fasilitas kredit investasi dari PT Bank Mandiri (Persero) Tbk dengan jumlah seluruhnya sebesar Rp 2.881.802.800.000 (Rupiah penuh) terdiri dari: (I) Perjanjian Kredit Investasi No. KP.COD/PK.KI/006/2007 sebesar Rp 1.879.184.000.000 (Rupiah penuh) untuk pembiayaan Proyek Pembangunan Jalan Tol ruas Semarang - Solo. Jangka waktu fasilitas kredit selama 15 tahun. Pembayaran bunga dilakukan setiap bulan dengan tingkat bunga pinjaman 14% per tahun, floating rate (ii) Perjanjian Kredit Investasi No. KP.COD/PK.K1/007/2007 sebesar Rp 450.682.000.000 (Rupiah penuh) untuk pembiayaan proyek pembangunan jalan tol ruas Bogor Outer Ring Road. Jangka waktu fasilitas kredit selama 15 tahun. Pembayaran bunga dilakukan setiap bulan dengan tingkat bunga pinjaman 14% per tahun, floating rate dan (iii) Perjanjian Kredit Investasi No. KP.COD/PK.KI/008/2007

b. Investment Credit Facility Agreements PT Bank Mandiri (Persero) Tbk On March 7, 2007, the Company obtained investment credit facilities from PT Bank Mandiri (Persero) Tbk amounting to Rp 2,881,802,800,000 (full Rupiah) consisting of: (i) Investment Credit Agreement No, KP.COD/PK.KI/006/2007 amounting to Rp 1,879,184,000,000 (full Rupiah) for financing The Construction of the Semarang-Solo toll road section. The credit facility period is 15 years. Interest is to be paid monthly at an interest rate of 14% per annum, floating rate, (ii) Investment Credit Agreement No. KP.COD/PK.K1/007/2007 amounting to Rp 450,682,000,000 (full Rupiah) for financing the construction of the Bogor Outer Ring Road toll road section. The credit facility period is 15 years. Interest is to be paid monthly at an interest rate of 14% per annum, floating rate and (iii) Investment Credit Agreement No. KP.COD/PK.KI/008/2007 amounting to Rp 551,936,800,000 (full Rupiah) for financing The

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sebesar Rp 551.936.800.000 (Rupiah penuh) untuk pembiayaan Proyek Pembangunan Jalan Tol ruas Gempol - Pasuruan. Jangka waktu fasilitas kredit selama 13 tahun. Pembayaran bunga dilakukan setiap bulan dengan tingkat bunga pinjaman 14% per tahun, floating rate.

Construction of the Gempol - Pasuruan toll road section The credit facility period is 13 years. Interest is to be paid monthly with an interest rate of 14% per annum, floating rate.

PT Bank Negara Indonesia (Persero) Tbk Pada tanggal 7 Maret 2007, Perusahaan memperoleh fasilitas kredit investasi dari PT Bank Negara Indonesia (Persero) Tbk, dengan jumlah seluruhnya sebesar Rp 2.521.577.450.000 (Rupiah penuh) terdiri dari: (i) Perjanjian Kredit Investasi No.13/PK/KPI/2007 sebesar Rp 394.346.750.000 (Rupiah penuh) untuk pembiayaan Proyek Pembangunan Jalan Tol ruas Bogor Outer Ring Road. Jangka waktu fasilitas kredit selama 15 tahun. Pembayaran bunga dilakukan setiap bulan dengan tingkat bunga pinjaman 14% per tahun, floating rate, (ii) Perjanjian Kredit Investasi No.14/PK/KPI/2007 sebesar Rp 482.944.700.000 (Rupiah penuh) untuk pembiayaan proyek pembangunan jalan tol ruas Gempol - Pasuruan. Jangka waktu fasilitas kredit selama 15 tahun. Pembayaran bunga dilakukan setiap bulan dengan tingkat bunga pinjaman 14% per tahun, floating rate dan (iii) Perjanjian Kredit Investasi No.15/PK/KPI/2007 sebesar Rp 1.644.286.000.000 (Rupiah penuh) untuk pembiayaan proyek pembangunan jalan tol ruas Semarang - Solo. Jangka waktu fasilitas kredit selama 15 tahun, pembayaran bunga dilakukan setiap bulan dengan tingkat bunga pinjaman 14% per tahun, floating rate.

PT Bank Negara Indonesia (Persero) Tbk On March 7, 2007, the Company obtained investment credit facilities from PT Bank Negara Indonesia (Persero) Tbk amounting to Rp 2,521,577,450,000 (full Rupiah) consisting of: (I) Investment Credit Agreement No.13/PK/KPI/2007 amounting to Rp 394,346,750,000 (full Rupiah) for financing The Construction of the Bogor Outer Ring Road toll road section. The credit facility period is 15 years. Interest is to be paid monthly with an interest rate of 14% per annum, floating rate, (ii) Investment Credit Agreement No.14/PK/KPI/2007 amounting to Rp 482,944,700,000 (full Rupiah) for financing the construction of the Gempol - Pasuruan toll road section. The credit facility period is 15 years. Interest is to be paid monthly with an interest rate 14% per annum, floating rate and (iii) Investment Credit Agreement No.15/PK/KPI/2007 is amounting to Rp 1,644,286,000,000 (full Rupiah) for financing The Construction of the Semarang - Solo toll road section. The credit facility period is 15 years. Interest is to be paid monthly with an interest rate of 14% per annum, floating rate.

PT Bank Rakyat Indonesia (Persero) Tbk Pada tanggal 7 Maret 2007, Perusahaan menandatangani Perjanjian untuk Memberikan Fasilitas Kredit Investasi dari PT Bank Rakyat Indonesia (Persero) Tbk dengan jumlah seluruhnya sebesar Rp 1.537.089.043.000 (Rupiah penuh) yang akan berlaku efektif setelah Perjanjian Kredit Investasi atas fasilitas pinjaman tersebut ditandatangani terdiri dari: (i) Perjanjian untuk Memberikan Fasilitas Kredit Investasi No.12/2007 sebesar Rp 184.750.000,000 (Rupiah penuh) untuk pembiayaan proyek pembangunan jalan tol ruas Bogor Outer Ring Road, (ii) Perjanjian untuk Memberikan Fasilitas Kredit Investasi No.13/2007 sebesar Rp 326.500.000.000 (Rupiah penuh) untuk pembiayaan proyek pembangunan jalan tol ruas Gempol - Pasuruan dan (iii) Perjanjian untuk Memberikan Fasilitas Kredit Investasi No.14/2007 sebesar Rp 1.025.839.043.000 (Rupiah penuh) untuk pembiayaan Proyek Pembangunan Jalan Tol ruas Semarang - Solo.

PT Bank Rakyat Indonesia (Persero) Tbk On March 7, 2007, the Company signed an agreement to obtain investment credit facilities from PT Bank Rakyat Indonesia (Persero) Tbk amounting to Rp 1,537,089,043,000 (full Rupiah) that will be effective after the Investment Credit Agreement has been signed, The facilities include: (I) agreement for the provision of investment credit facility No.12/2007 amounting to Rp 184,750,000,000 (full Rupiah) for financing The Construction of the Bogor Outer Ring Road toll road section; (ii) agreement for the provision of investment credit facility No.13/2007 amounting to Rp 326,500,000,000 (full Rupiah) for financing The Construction of the Gempol - Pasuruan toll road section; and (iii) agreement for the provision of investment credit facility No.14/2007 amounting to Rp 1,025,839,043,000 (full Rupiah) for financing The Construction of the Semarang - Solo toll road.

c. Perjanjian Penggunaan Dana Bergulir Pembelian Tanah untuk Jalan Tol dengan Badan Layanan Umum - Badan Pengatur Jalan Tol (BLU – BPJT) Perusahaan telah memiliki perjanjian dengan BLU -BPJT, mengenai penggunaan dana bergulir untuk penggantian pembelian tanah dalam rangka pengusahaan ruas jalan

c. Agreement of Fund Facility for Reimbursement of Land Aquisition for Toll Road with BLU-BPJT

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The Company has entered into an agreement with the Public Service Assistance Unit ("Badan Layanan Umum /BLU') regarding fund usage for financing land acquisition 101

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tol Semarang - Solo, Gempol - Pasuruan dan Bogor Outer Ring Road masing-masing sebesar Rp 127.000.000.000 (Rupiah penuh), Rp 100.000.000.000 (Rupiah penuh) dan Rp 80.000.000.000 (Rupiah penuh) sesuai dengan Akta No.1, 2 dan 3 tanggal 6 Juni 2007 dari Notaris Suzy Anggraini Muharam, SH.

for three toll road projects Semarang - Solo, Gempol Pasuruan and Bogor Outer Ring Road sections amounting to Rp 127,000,000,000 (full Rupiah), Rp 100,000,000,000 (full Rupiah) and Rp 80,000,000,000 (full Rupiah), respectively, based on the Deed No. 1, 2 and 3 dated June 6, 2007 of notary Suzy Anggraini Muharam, SH.

Tata cara penggunaan dana bergulir pada Badan Layanan Umum - Badan Pengatur Jalan Tol (BLU-BPJT) untuk pengadaan tanah jalan tol diatur dalam Peraturan Menteri PU No.04/PRT/M/2007, tanggal 26 Pebruari 2007. BLU-BPJT akan melaksanakan pembayaran terlebih dahulu (dana talangan), pembelian tanah untuk pembangunan ruas jalan tol yang merupakan kewajiban dari Perusahaan kepada Pemerintah sebagaimana diatur dalam PPJT. Dalam hal 1 (satu) Seksi selesai dibebaskan, Perusahaan harus mentransfer seluruh biaya ganti rugi tanah termasuk bunga ke Rekening BLU-BPJT dan BLU-BPJT membuat Berita Acara Serah Terima Tanah kepada Badan Usaha.

The procedure using of pre-fund at Public Service Assistance Unit (Badan Layanan Umum/BLU) of the Indonesian Toll Road Authority (ITRA) for toll road land acquisition based on the Decree of Public Works No.04/PRT/M/2007, dated February 26, 2007. BLUBPJT will conduct the payment firstly, acquisition land for toll road construction which represent Company's obligation to Government according to concession rights agreement (PPJT). In case one section has completed, the Company should transfer all indemnity costs including interest to BLU-BPJT account and BLU-BPJT should make minutes of land hand over to the entity.

Dalam hal Perjanjian Pengusahaan Ruas Jalan Tol untuk ruas jalan tol Semarang - Solo, Gempol - Pasuruan dan Bogor Outer Ring Road dialihkan kepada Entitas Anak dari Perusahaan, maka hak dan kewajiban Perusahaan dalam Perjanjian Penggunaan Dana BLU ini akan dialihkan kepada Entitas Anak.

After the transfer of the Company's rights under the Concession Agreements for Semarang - Solo, Gempol Pasuruan and Bogor Outer Ring Road toll road to Subsidiaries, the Company's rights and obligations in the BLU Fund Usage Agreement will be transferred to Subsidiaries.

Menunjuk Peraturan Menteri Pekerjaan Umum No.14/PRT/M/2008 tentang tata cara penggunaaan dana bergulir pada Badan Layanan Umum - Badan Pengatur Jalan Tol untuk pengadaan tanah jalan tol, diatur penghapusan surety bond (jaminan) dalam perjanjian Penggunaan Dana Bergulir BLU, maka sebagai pengganti jaminan atas pengembalian dana bergulir ini akan diberlakukan cross default PPJT apabila Perusahaan gagal membayar dana bergulir BLU.

Referring to the Decree of the Minister of Public Works No.14/PRT/M/2008 regarding the procedure of pre-fund usage at Public Service Assistance Unit ("Badan Layanan Umum /BLU”) for land acquisition of toll road, manage the surety bond erasing on pre-fund usage agreement of BLU, therefore as a replacement of guarantee on the prefund return, then will be occured cross default PPJT if the Company failed to pay such pre-fund from BLU.

d. Kerjasama Pengoperasian Jalan Tol dengan PT Jalan tol Lingkarluar Jakarta Berdasarkan Surat Kuasa No.111/SK/2003, tanggal 21 Nopember 2003, Perusahaan telah memberi kuasa kepada PT Jalantol Lingkarluar Jakarta (JLJ) (Entitas Anak), untuk melakukan pengoperasian, pengamanan dan pemeliharaan aset proyek JORR termasuk penyerahan pelaksanaan pekerjaan penyelenggaraan usaha lain. Surat Kuasa tersebut terakhir diubah dengan Surat Perubahan II tanggal 29 Desember 2006, jangka waktu kuasa selama 1 tahun terhitung sejak tanggal 29 Desember 2006.

d. Toll Road Joint Operation with PT Jalantol Lingkarluar Jakarta Based on the Power of Attorney No.111/SK/2003 dated November 21, 2003, the Company has given authority to PT Jalantol Lingkarluar Jakarta (JLJ) (the Subsidiary) to operate, safeguard and maintain JORR project assets and to manage other operations. The Power of Attorney mentioned was changed with Alteration Letter II dated December 29, 2006, to extend the due date for 1 (one) year effective from December 29, 2006.

Berdasarkan akta perjanjian No: 068/KONTRAKDIR/2010 tanggal 30 Desember 2010, Perusahaan telah menyerahkan pelaksanaan pengoperasian, pengamanan dan pemeliharaan jalan tol ruas JORR dan ruas UlujamiPondok Aren selama jangka waktu 3 tahun terhitung sejak

Based on the agreement No: 068/KONTRAK-DIR/2010 dated December 30 ,2010, the Company has appointed the implementation of the operation, safe guarding and maintenance of the JORR and Ulujami-Pondok Aren toll road sections for over 3 years start which be effective

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tanggal 1 Januari 2011 sampai dengan 31 Desember 2013. Pada tanggal 29 Desember 2011 akta perjanjian tersebut telah diubah dengan Adendum I, Adendum II, Adendum III, Adendum IV, Adendum V dan Adendum VI atas Perjanjian Pengoperasian, Pengamanan dan Pemeliharaan Jalan Tol Ruas JORR Seksi W2, S, El dan E2+E3 serta Ruas Ulujami - Pondok Aren. Berdasarkan Adendum I, Adendum II, Adendum III, Adendum IV, Adendum V kedua belah pihak menyepakati tentang perubahan biaya pengoperasian, pengamanan dan pemeliharaan atas ruas tersebut untuk tahun 2012 dan 2013. Sedangkan berdasarkan Adendum VI kedua belah pihak menyepakati tentang penambahan jangka waktu perjanjian selama 3 tahun dan berlaku terhitung sejak tanggal 1 Januari 2014 sampai dengan tanggal 31 Desember 2016.

since January 1, 2011 until December 31, 2013. On December 29, 2011, the agreement amended with Amendment I, Amendment II, Amendment III, Amendment IV, Amendment V, Amendment VI of Agreement of the Operation, Safe Guarding and Maintenance of JORR W2, S, El and E2+E3 Toll Road section and Ulujami - Pondok Aren toll road section. Based on the Amendment I, Amendment II, Amendment III, Amendment IV, Amendment V, both of the parties agreed the changes of cost of operation, safe guarding and maintenance of these sections for 2012 and 2013.Thus, based on Amendment VI both parties agreed to extend the agreement period for 3 (three) years and commencing from January1, 2014 up to December 31, 2016.

e. Kerjasama Pengoperasian Jalan Tol dengan PT Citra Marga Nusaphala Persada (CMNP)

e. Toll Road Joint Operation with PT Citra Marga Nusaphala Persada (CMNP)

Perusahaan mengadakan kerjasama dengan CMNP dalam bentuk pengoperasian jalan tol secara terpadu yang dimuat dalam Akta No.42, tanggal 4 Juni 1993 juncto Akta No.386, tanggal 31 Desember 1994. Dalam Keputusan Bersama Menteri Pekerjaan Umum No.272A/KPTS/2996 dan Menteri Keuangan No.434/ KMK.016/2996, tanggal 20 Juni 1996 tentang Pengoperasian Terpadu Jalan Tol Lingkar Dalam Kota Jakarta (Tomang - Cawang Tanjung Priok - Ancol Timur Jembatan Tiga Pluit - Grogol Tomang) serta Penetapan Angka Perbandingan Pembagian Pendapatan Tol dinyatakan bahwa jatan tol lingkar dalam kota dijadikan sebagai satu kesatuan sistem jaringan jalan tol dalam kota Jakarta yang pengoperasiannya dilakukan secara terpadu dengan bagi pendapatan tol masing-masing sebesar 25% untuk Perusahaan dan sebesar 75% untuk CMNP.

The Company has entered into a joint operation agreement with CMNP in the form of integrated toll road operation as put forth in the Deed No.42 dated June 4, 1993 in conjunction with the Deed No.386 dated December 31, 1994. Based on the Joint Decrees of the Minister of Public Works of the Republic of Indonesia No.272-A/KPTS/2996 and the Minister of Finance No.434/KMK.016/2996 dated June 20, 1996 regarding the integrated operation of the Jakarta Inner Ring Road (Tomang-Cawang-Tanjung Priok-Ancol Timur-Jembatan Tiga Pluit-Grogol Tomang) and determination of Toll Revenue Sharing Ratio, the inner city ring road will be operated as one toll road network system with toll road revenue sharing of 25% for the Company and 75% for CMNP.

Berdasarkan Surat Keputusan Menteri Pemukiman dan Prasarana WIlayah No.JL.01.04-Mn/582, tanggal 7 Nopember 2002, ditetapkan persentase bagi hasil jalan tol dalam kota Jakarta antara CMNP dan Perusahaan sebagai berikut:

Based on the subsequent Decree of the Minister of Housing and Regional Infrastructure No.JL.01.04-Mn/582 dated November 7, 2002, the Jakarta Inner Ring Road revenue sharing between CMNP and the Company is set forth as follows:

Persentase Bagi Hasil/ Percentage of Revenue Sharing CMNP Perusahaan/ Company •Mulai Awal Konsesi s/d 9 Mei 2002 •Mulai 10 Mei 2002 s/d 31 Desember 2002 •Mulai 1 Januari 2003 s/d Akhir Masa Konsensi (Tahun 2025)

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75% 65%

25% 35%

55%

45%

103

•Beginning of Concession Period until May 9, 2002 •From May 10, 2002 to December 31, 2002 •From January 1, 2003 to the End of Concession Period (Year 2025)

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f. Kerjasama Pengoperasian Jalan Tol dengan PT Bintaro Serpong Damai (BSD) Perusahaan telah mengadakan kerjasama kontrak manajemen dengan BSD sebagai operator jalan tol berdasarkan perjanjian kerjasama pengoperasian dan pemeliharaan jalan tol Pondok Aren - Serpong No.004/SPK-DIR/1998, tanggal 19 Mei 1998 yaitu dimulai sejak tanggal pengoperasian sampai dengan berakhirnya masa penyelenggaraan jalan tol Pondok Aren-Serpong atau pada saat diakhirinya perjanjian ini lebih awal. Berdasarkan Putusan Badan Arbitrase Nasional Indonesia No.217/1/ARB-BANI/2006, tanggal 31 Agustus 2006, lingkup pengoperasian Perusahaan sebagai berikut:

f. Toll Road Joint Operation with PT Bintaro Serpong Damai (BSD) The Company has entered into a joint operation agreement with BSD as toll road operator for Pondok Aren - Serpong section based on toll road operation and maintenance agreement No.004/SPK-DIR/1998 dated May 19, 1998 which started from the date of operation until the expiration of the toll concession for Pondok Aren-Serpong or at the time of the termination of the agreement which ever is earlier. Based on the Decree of the Indonesian Board of Arbitration No.217/1/ARBBANI/2006 dated August 31, 2006, the scope of operations are as follows:

1. Pengoperasian gerbang tol Pondok Ranji (Pondok Aren Timur).

1. Operation of Pondok Ranji toll gates (East Pondok Aren).

2. Pelayanan lalu lintas dan keamanan pengguna jalan tol, serta pengamanan Aset, dengan catatan yang dilakukan oleh Perusahaan adalah yang menyangkut patroli seperti kendaraan rusak, kecelakaan sesuai lingkup pekerjaan patroli. Mengenai standar jumlah sesuai dengan Standar Pelayanan Minimum (SPM) jalan tol yang dikeluarkan Menteri Pekerjaan Umum.

2. Providing patrol and safety service for toll road users and safeguarding toll road assets whereby the Company is dealing with toll road users in the patrol area including damaged vehicles and accidents on toll roads on compliance with Standard of Minimum Service for toll roads issued by the Minister of Public Works.

g. Perjanjian Kerjasama Operasi Perusahaan mengadakan perjanjian kerjasama dengan sejumlah investor dalam rangka pembangunan, pembiayaan dan penyelengaraan jalan tol. Secara umum pokok yang diatur dalam perjanjian kerjasama operasi tanpa kuasa penyelenggaraan sebagai berikut:

g. Joint Operation Agreements The Company has entered into joint operation agreement with several investors for the construction, financing and operation of toll roads. Generally, the key provisions stipulated in such agreements are as follows :

(i) Investor membangun dan mendanai pembangunan jalan tol sesuai dengan desain, spesifikasi dan persyaratan yang telah ditetapkan.

(i) The investor builds and finances toll road projects according to the design, specification and requirements.

(ii) Investor menyerahkan jalan tol tersebut yang telah selesai dibangun kepada Perusahaan untuk dikelola dan dioperasikan.

(ii) The investor hands over the completed toll road projects to be managed and operated by the Company.

(iii) Perusahaan menanggung seluruh beban dan risiko yang timbul sehubungan dengan pengelolaan dan pengoperasian jalan tol.

(iii) The Company has responsibility to take any expenses and risk arising from the management and operations of the toll road.

(iv) Pembayaran kepada investor selama masa kerja operasi dilakukan dengan cara sebagai berikut:

(iv) Payments to the investors during the operations period are arranged under one of the following:

1. Bagi hasil pendapatan tol; atau 2. Bagi hasil pendapatan tol dengan jaminan pembayaran minimum; atau 3. Pembayaran secara angsuran dalam jumlah tetap (angsuran pasti), selama masa kerjasama operasi.

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1. Toll revenue sharing; or 2. Toll revenue sharing with minimum guaranteed payment; or 3. Fixed installments during the joint operations period.

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Rincian proyek kerjasama operasi tanpa kuasa penyelenggaraan pada 31 Desember 2014 sebagai berikut:

Investor

Proyek Kerjasama Operasi/ Joint Operation Project

Details of joint operations agreement without operating rights as of December 31, 2014 are as follows:

Bagian Pendapatan Tol/ Toll Revenue Sharing

Masa Kerjasama Operasi/ Joint Operation Period Investors

Bagi Hasil Pendapatan Tol Pelebaran Ruas Jalan PT Bangun Tjipta Sarana

PT Adhika Prakarsatama Simpang Susun PT Surya Cipta Swadaya

Toll Revenue Sharing Widening of Toll Road Cikampek Cibitung

69%

Cawang Cibitung

41%

Jakarta - Tangerang

27%

Karawang Timur II

4 - 14%

20 Tahun, sejak 1989/ 20 Years, since 1989 22 Tahun, sejak 1994/ 22 Years, since 1994 17 Tahun 9 Bulan, sejak 1984/ 17 Years 9 Months, since 1994 17 Tahun, sejak 1998/ 17 Years, since 1998

PT Bangun Tjipta Sarana

PT Adhika Prakarsatarna Toll Road Interchanges PT Surya Cipta Swadaya

Perjanjian kerjasama operasi yang telah mengalami perubahan dapat diikhtisarkan sebagai berikut:

The joint operations agreements that have been recently amended are summarized below:

1. Perjanjian Kerjasama Operasi dengan PT Bangun Tjipta Sarana PT Bangun Tjipta Sarana dan Perusahaan mengadakan Perjanjian Kerjasama Pelebaran Jalan Tol Jakarta-Cikampek sebagai berikut: a. Kerjasama Ruas Cibitung-Cikampek Kerjasama ini berdasarkan akta notaris a. No. 109 tanggal 16 Oktober 1992 beserta perubahannya, berlaku untuk jangka waktu 26 tahun sejak Surat Perintah Mulai Kerja tanggal 10 Juli 1989. b. Kerjasama Ruas Cawang-Cibitung Perusahaan dan BTS telah menandatangani Perjanjian Kerjasama Bagi Hasil Pelebaran Jalan Tol Jakarta-Cikampek ruas Cawang-Cibitung sesuai Akta No. 171 tanggal 17 Maret 1993, yang kemudian diubah dengan Akta No. 139 tanggal 15 Pebruari 1997 dan Akta No. 236 tanggal 23 September 2004. b. 2. Perjanjian Kerjasama Operasi dengan PT Surya Cipta Swadaya Tbk PT Surya Cipta Swadaya melakukan pembangunan Modifikasi Simpang Susun Karawang Timur Jalan Tol Jakarta-Cikampek. Bagi Hasil dilakukan apabila PT Surya Cipta Swadaya telah menyelesaikan proyek tersebut dengan Perjanjian Kerjasama yang dibuat tertuang dalam Akta Notaris No.50 Tanggal 13 Juli 1998 oleh Notaris Agus Madjid, SH dengan Addendum I No.171 Tanggal 20 September 1998 dan Addendum ke II No. 1 Tanggal 01 Maret 1998.

1. Joint Operation Agreement with PT Bangun Tjipta Sarana PT Bangun Tjipta Sarana and the Company signed Agreement For The Widening of Jakarta-Cikampek Toll Road as follows: a. Agreement for Segment Cibitung-Cikampek This agreement was stated in Notarial Deed No. 109 dated October 16, 1992 and its amendment, valid for 26 years started from the date of Construction Order on July 10, 1989. b.Agreement for Segment Cawang-Cibitung The Company and BTS signed Agreement For Revenue Sharing From The Widening Of JakartaCikampek Toll Road Segment Cawang-Cibitung as stated in notarial deed No. 171 dated March 17, 1993, which later was amended by notarial deed No. 139 dated February, 15 1997 and No. 236 dated September 23, 2004.

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2. Joint Operation Agreement with PT Surya Cipta Swadaya Tbk PT Surya Cipta Swadaya Tbk conducted modification of construction on Karawang Timur Interchange of Jakarta-Cikampek toll road. Based on Joint Agreement No. 50 dated July 13, 1998 of Notary Agus Madjid, SH, and its Amendment I and II each No.171 dated September 20, 1998 and No. I dated March 1, 1998, profit sharing will be made when PT Surya Cipta Swadaya Tbk has completed the project.

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Untuk Tahun-tahun yang Berakhir pada 31 Desember 2014 dan 2013 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain) h. Restrukturisasi Utang JORR Estimasi nilai liabilitas yang diambil alih sesuai dengan Surat Keputusan Komite Kebijakan Sektor Keuangan (KKSK) No.KEP-02/K.KKSK/02/2001, tanggal 5 Pebruari 2001 sebesar Rp 1.070.521.000.000 (Rupiah penuh) dengan rincian sebagai berikut:

For the Years Ended December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated) h. JORR Debt Restructuring The estimated of liability to be taken over, according to the Decree of the Committee for Financial Sector Policy No.KEP-02/K.KKSK/02/2001, dated February 15, 2001 was Rp 1,070,521,000,000 (full Rupiah), with details as follows:

Ruas Jalan Tol dan Investor/ JORR Sections and Investors

Estimasi Kewajiban/ Estimated Liabilities

Surat Ketetapan Dasar Estimasi/ Letter of Liability Estimation Basis

Pondok Pinang - Cikunir (Seksi/ Section S dan/ and El) - MNB

721,149,000

No. IJK/5/0257 tanggal 12 Januari 2001/ dated January 12, 2001

Cikunir - Tanjung Priok (Seksi/ Section E2, E3, N) - CBMP

243,415,000

No. SFN/031/2000 tanggal 11 Januari 2000/ dated January 11, 2000

Kebon Jeruk - Pondok Pinang (Seksi/ Section W2) - CMSP

105,957,000

No, 2000.1128/DIRCO - DPI tanggal 1 Nopember 2000/ dated November 1, 2000

1,070,521,000

Jumlah/ Total

Berdasarkan Akta No.42 dan 43 tanggal 19 Nopember 2003, dari Notaris Imas Fatimah, S.H., dicapai kesepakatan antara Perusahaan, PT Perusahaan Pengelola Aset (Persero) (PPA d/h BPPN) dan para kreditur JORR berkenaan dengan penyelesaian utang yang terkait dengan proyek JORR sebagai berikut:

Based on the Deed No.42 and 43 dated November 19, 2003 of Notary Imas Fatimah, S.H., the Company has reached agreements with PT Perusahaan Pengelola Aset (Persero) (PPA, formerly the Indonesian Banking Restructuring Agency, or IBRA) and other JORR creditors regarding the final settlement of JORR debt obligation as follows:

1. Utang kepada PPA (d/h BPPN) dan para kreditur JORR lainnya senilai Rp 1.070.521.000.000 (Rupiah penuh) tidak jadi dikonversi menjadi ekuitas di JLJ melainkan akan diselesaikan oleh Perusahaan;

1. JORR debt obligations to PPA (formerly IBRA) and other JORR creditors amounting to Rp 1,070,521,000,000 (full Rupiah) will be settled by the Company instead of being converted into equity in JLJ; 2. Part of debt obligations associated with JORR Section excluding Section S, amounting to Rp 548,521,000,000 (full Rupiah), will be settled by cash payment of Rp 274,260,500,000 (full Rupiah) and the remaining balance of Rp 274,260,500,000 (full Rupiah) will be settled by the issuance of JORR I Bond year 2003 series to PPA (formerly IBRA) and the other JORR creditors; and 3. The remaining JORR debt obligations associated with Section (‘JORR Section S”), amounting to Rp 522,000,000,000 (full Rupiah), will be settled by the Company after the execution of the Supreme Court Verdict validating the Company's concession rights for Section S.

2. Utang yang berhubungan dengan JORR Seksi non S sebesar Rp 548.521.000.000 (Rupiah penuh) diselesaikan dengan pembayaran tunai sebesar Rp 274.260.500.000 (Rupiah penuh) dan sisanya dengan penerbitan obligasi JORR I Tahun 2003 sebesar Rp 274.260.500.000 (Rupiah penuh) kepada PPA (d/h BPPN) dan para kreditur JORR; dan 3. Sisa utang JORR sebesar Rp 522.000.000.000 (Rupiah penuh) yang berhubungan dengan Seksi S (‘JORR Seksi S”) akan diselesaikan Perusahaan setelah terdapat pelaksanaan eksekusi atas Putusan Mahkamah Agung. Memperhatikan Putusan Mahkamah Agung No. 720 K/Pid/2001, tanggal 11 Oktober 2001, Surat Perintah Pelaksanaan Putusan dari Kejaksaan Negeri Jakarta Pusat No.154/01.10/FU.1/10/2003 tanggal 14 Oktober 2003 dan Berita Acara Pelaksanaan Putusan Perampasan Barang Bukti, tanggal 7 April 2004, Menteri d1/February 6, 2015

By reference to the Decree of the Supreme Court No.720 K/Pid/2001 dated October 11, 2001, Instruction Letter of Execution the Decree from District Attorney of Central Jakarta No.154/01.10/FU.1/10/2003 dated October 14, 2003 Minutes of Execution of the Confiscation of Evidence dated April 7, 2004, and Minister of Public 106

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Pekerjaan Umum dalam Surat Keputusan No.276/KPTS/M/2005, tanggal 9 Juni 2005 tentang Perubahan Wewenang Penyelenggaraan Jalan Tol Lingkar Luar Jakarta Seksi Pondok Pinang - Jagorawi (JORR Seksi S) kepada Perusahaan, telah memutuskan antara lain:

Works on Decision Letter No.276/KPTS/M/2005, dated June 9, 2005, regarding to the change of authority of the operator of JORR Pondok Pinang - Jagorawi Section (JORR Section S) to the Company, it has been decided as follows:

1. Mengubah wewenang penyelenggaraan Jalan Tol Lingkar Luar Jakarta Seksi Pondok Pinang - Jagorawi (JORR Seksi S) kepada Perusahaan untuk melunasi kredit dari Kreditur Sindikasi; dan 2. Dana sebesar Rp 50.431.647.999 (Rupiah penuh) dalam Escrow Account yang tidak ada kaitan dan relevansi yang dapat dipertanggungjawabkan dengan tegas dan jelas terhadap JORR Seksi S untuk sementara tidak diperhitungkan dalam pembayaran utang sampai adanya klarifikasi berdasarkan penelitian lebih lanjut oleh Badan Pengawasan Keuangan dan Pembangunan. 3. Setelah seluruh kredit dari Kreditur Sindikasi untuk pembangunan JORR S dilunasi, Pemerintah akan menentukan kemudian pengelolaan JORR Seksi S sesuai dengan keputusan Mahkamah Agung RI.

1. To change the authority of the operator of JORR Pondok Pinang - Jagorawi Section (JORR Section S) to the Company in order to settle the credits from the syndicated loans; and 2. The funds of Rp 50,431,647,999 (full Rupiah) in the escrow account which were not related to and relevant to the project accountability were temporarily not included for debt repayment until there is a clarification based on further investigation by the Development and Finance Supervisory Board.

Berdasarkan Surat Keputusan Menteri Pekerjaan Umum No. 276/KPTS/M/2005 dan Perjanjian Penyelesaian Hutang (PPH) JORR Seksi S tanggal 29 Desember 2005, Perusahaan mencatat aset tetap hak pengusahaan jalan tol dan kewajiban karena pemberian hak pengusahaan jalan tol masing-masing sebesar Rp 522.000.000.000 (Rupiah penuh). Perusahaan telah melunasi kewajiban JORR Seksi S sebesar Rp 522.000.000.000 (Rupiah penuh) dengan pembayaran tunai sebesar Rp 261.000.000.000 (Rupiah penuh) pada tanggal 3 Januari 2006 dan sisanya diselesaikan melalui penerbitan obligasi JORR II Tahun 2005 pada tanggal 5 Januari 2006.

Based on Decree of Minister of Public Works No. 276/KPTS/M/2005 and the Debt Settlement Agreement for JORR Section S dated December 29, 2005, the Company registers its fixed assets of right to development of toll roads and obligation from handing over right to development of toll roads each in the amount of Rp 522,000,000,000. The Company has settled the JORR Section S debt obligations in the amount of Rp 522,000,000,000 by paying in cash an amount of Rp 261,000,000,000 on January 3, 2006 and the remaining balance through the issuance of JORR II Year 2005 bonds on January 5, 2006.

Di dalam surat dari BPJT No. 845/BPJT/KE/PW.10.01/ 2009 tanggal 15 Oktober 2009 dan No. 993/BPJT/KU. 09.03/2009 tanggal 15 Desember 2009 disebutkan bahwa wewenang penyelenggaraan jalan tol JORR Section S diberikan kepada Perusahaan sampai dengan tercapainya pelunasan Utang dari Kreditur Sindikasi. Sehingga, perlu dilakukan penunjukan pihak independen untuk melakukan analisa/kajian terhadap pendapatan tol, beban serta arus kas JORR Seksi S dalam kaitannya dengan proyeksi pelunasan utang tersebut.

In the letters from Indonesian Toll Road Authority (ITRA) No. 845/BPJT/KE/PW.10.01/2009 dated October 15, 2009 and No. 993/BPJT/KU.09.03/2009 dated December 15, 2009, it was stated that the authority of developing JORR Seksi S Toll Road is handed over to Company until debt obligations towards the Syndicated Crediturs have been fully settled. As such, an independent body must be selected to perform an analysis/review of the toll revenues, liabilities, as well as the cash flow of JORR Section S in relation to the projected settlement of of such debt.

Perusahaan telah mengirimkan surat kepada BPJT pada bulan September 2011, mengenai hasil analisa/kajian pihak independen tersebut. Perusahaan pada tanggal 23 Januari 2013 mendapatkan surat dari Sekretaris Jenderal Pekerjaan Umum (PU) perihal pemisahaan pendapatan tol JORR Seksi S dari pendapatan JORR, dan Perusahaan telah melakukannya.

The Company has sent letters to BPJT in September 2011, the results of analysis / assessment independent parties. On January 23, 2013, the Company to get a letter from the Secretary-General of Public Works (PU) with respect to separation of toll revenue from income JORR Section S, and the Company has separated the revenue.

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3. After the syndicated loans for construction of JORR S are fully repaid, the Government will decide the authority upon JORR Section S in accordance to the Decree of the Supreme Court of the Republic of Indonesia.

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Pada tanggal 20 Maret 2013 Perusahaan telah menerima Surat Keputusan Menteri Pekerjaan Umum No. 80.1/KPTS/M/2013 tanggal 25 Pebruari 2013 tentang Pengoperasian Sementara Jalan Tol Lingkarluar Jakarta Seksi Pondok Pinang – Jagorawi (JORR Seksi S), yang berisi antara lain:

On March 20, 2013 the Company received Decree Letter from the Minister of Public Works No. 80.1/KPTS/M/2013 dated February 25, 2013, regarding the temporary operation of Jakarta Outer Ring Road Section Pondok Pinang - Jagorawi (JORR Section S), which stipulated that:

1.

1.

Assigned the Company to temporarily operate and maintain JORR Section S until BPJT legally decides the legitimate operator.

2.

Operation and maintenance of JORR Section “S” includes among others are:

2.

Menugaskan Perusahaan untuk melaksanakan pengoperasian sementara dan pemeliharaan Jalan Tol JORR Seksi S sampai dengan ditetapkan Badan Usaha Jalan Tol sebagai operator tetap. Tugas Operasi dan Pemeliharaan Jalan Tol JORR S meliputi sebagai berikut: a.

3.

4.

5.

6.

7.

Pengoperasian dan pemeliharaan rutin Jalan Tol JORR Seksi S termasuk penanganan darurat. b. Pemeliharaan berkala dan rehabilitasi/ rekonstruksi kerusakan akibat bencana alam, setelah mendapat persetujuan Menteri cq. Kepala BPJT. Pendapatan dari Pengoperasian Jalan Tol JORR Seksi S setelah dikurangi biaya sebagaimana dimaksud diktum kedua, dipisahkan dan dimasukkan kedalam rekening khusus. Melaporkan secara periodik setiap bulan pelaksanaan pengoperasian dan pemeliharaan Jalan Tol JORR Seksi S termasuk status rekening khusus kepada Menteri Pekerjaan Umum cq. Kepala Badan Pengatur Jalan Tol. Konsesi Jalan Tol JORR Seksi S akan ditetapkan oleh Menteri Pekerjaan Umum secara proporsional berdasarkan hasil audit dari auditor yang ditunjuk bersama Perusahaan, PT Hutama Karya (Persero) dan PT Marga Nurindo Bhakti. Dengan berlakunya Keputusan ini, maka Keputusan Menteri Pekerjaan Umum Nomor: 276/KPTS/M/2005 tentang Perubahan Wewenang Penyelenggaraan Jalan Tol Lingkarluar Jakarta Seksi Pondok Pinang – Jagorawi (JORR Seksi S) dicabut dan dinyatakan tidak berlaku. Keputusan ini mulai berlaku pada tanggal ditetapkan.

3.

Regular operation and maintenance of JORR Section S including emergency responses.

b.

3.

4.

5.

6.

7.

Pada tanggal 26 Juni 2013 melalui surat No. JL.01.03Mn/417, Menteri Pekerjaan Umum memerintahkan agar PT Hutama Karya (Persero), PT Marga Nurindo Bhakti, dan Perusahaan membuat kesepakatan bersama untuk menunjuk auditor independen dalam rangka mengaudit JORR Seksi S selambat-lambatnya 14 hari setelah tanggal diterimanya surat dimaksud. Apabila sampai dengan waktu yang ditetapkan PT Hutama Karya, PT Marga Nurindo Bhakti, dan Perusahaan tidak menyerahkan kesepakatan bersama terkait penunjukan auditor independen dimaksud, maka Pemerintah akan menunjuk auditor untuk mengaudit Pengusahaan Tol JORR Seksi S.

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a.

Periodic maintenance and rehabilitation/ reconstruction of damages due to natural disasters, after obtaining approval from the Head of BPJT. Operation and toll revenue of JORR Section S, after deducted by fees referred in the second point, is separated and placed in a particular bank account. Periodic report is compulsory to be submitted monthly to the Minister of Public Works cq. Head of BPJT clarifying the operation and maintenance of JORR Section S, including statement of balance of particular bank accounts. JORR Section S concession will be determined by the Minister of Public Works proportionally based on the results of the audit by the appointed auditors after agreed by the Company, PT Hutama Karya (Persero) and PT Marga Nurindo Bhakti. As this Decree Letter is issued, the Decree of the Minister of Public Works No: 276/KPTS/M/2005 regarding the change of authority of JORR Section S operation is revoked and no longer valid. This decree is valid started from the date of enactment.

On June 26, 2013 by letter No. Jl.01.03-Mn/417, the Minister of Public Works has assigned PT Hutama Karya (Persero), PT Marga Nurindo Bhakti and the Company to make a mutual agreement regarding appointment of an independent auditor to perform audit of JORR Section S at the latest 14 days after date of receipt of the letter referred to. If until the specified time PT Hutama Karya, PT Bhakti Marga Nurindo, and The Company does not submit the relevant collective agreement referred to the appointment of independent auditors, the government would appoint an auditor to audit the JORR Section S Toll Concession.

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Mengingat tidak tercapainya kesepakatan dalam waktu 14 hari tersebut, maka Pemerintah menunjuk BPK sebagai auditor untuk melakukan audit terhadap JORR Seksi S.

Consider the disagreement within such 14 days, then the Government appointed BPK as auditor to perform audit of JORR Section S.

Pada tanggal 5 September 2014 Perusahaan menerima Surat Keputusan Menteri Pekerjaan Umum No. 515/KPTS/M/2014, dimana antara lain berisi;

On September 5, 2014 the Company received Decision Letter 2014 of the Minister of Public Works No. 515/KPTS/M/2014, with some important points are as follows:

1.

Hak Pengusahaan Jalan Tol Lingkar Luar jakarta seksi Pondok Pinang-Jagorawi (JORR “S”) diberikan kepada : (i) PT Marga Nurindo bhakti untuk melunasi kewajiban sisa hutang kepada sindikasi PT Bank Negara Indonesia (Persero) Tbk, dan (ii) Perusahaan untuk pengembalian biaya investasi terkait Jalan Tol JORR “S”, dengan masa konsesi sampai 2029.

1.

The Concession Rights of Jakarta Outer Ring Road Section Pondok Pinang- Jagorawi (JORR S) is delegated to: (i) PT Marga Nurindo Bakti in order to settle up remaining debt to syndicate of PT Bank Negara Indonesia (Persero) Tbk, and (ii) the Company as the repayment of investment costs related to JORR S toll road, with period up to 2029.

2.

Sisa hutang PT Marga Nurindo Bhakti kepada sindikasi PT Bank Negara Indonesia (Persero) Tbk sebagaimana dimaksud dalam diktum PERTAMA sesuai dengan yang ditetapkan oleh Direktorat Jenderal Kekayaan Negara Kementerian Keuangan, sedangkan pengembalian biaya investasi Perusahaan sesuai dengan Hasil Audit BPK RI.

2.

The remaining debt of PT Marga Nurindo Bakti to syndicate of PT Bank Negara Indonesia (Persero) Tbk is defined in accordance with the FIRST dictum which determined by the Directorate General of State of Ministry of Finance, while the repayment of the investment costs of The Company is defined in accordance with the BPK audit results.

3.

PT Marga Nurindo Bhakti dan Perusahaan berkewajiban untuk : a. Melaksanakan Pengoperasian, Pemeliharaan Rutin dan Berkala serta Rehabilitasi/Rekonstruksi kerusakan Jalan Tol JORR “S” akibat Bencana Alam.

3. PT Marga Nurindo Bhakti and The Company are obliged to: a. Carry out the Operation, routine and periodical Maintenance, also Rehabilitation/ Reconstruction of defective JORR S toll road which caused by Natural Disasters.

b. Memenuhi aturan Standar Pelayanan Minimal Jalan Tol sebagaimana diatur dalam peraturan Menteri Pekerjaan Umum No. 390/PRT/M/2005 tentang Standar Pelayanan Minimal Jalan Tol, dan ketentuan peraturan perundang-undangan.

b. Comply to the Minimum Service Standards of toll road as specified in the regulation from Minister of Public Works No. 390/PRT/M/2005 on Minimum Service Standards Of Toll Road, and comply to all associated legislation.

c. Melaporkan secara periodik setiap triwulan pelaksanaan pengoperasian dan pemeliharaan Jalan Tol JORR “S” termasuk tetapi tidak terbatas mengenai pendapatan tol kepada Menteri PU cq. Kepala BPJT.

c.

Submit quarterly report on the implementation of operation and maintenance of JORR S toll road, including but not limited to the toll revenue report to the Minister of Public Works cq. Head of BPJT.

4.

PT Marga Nurindo Bhakti wajib membayar hutangnya kepada negara cq. Kementerian Keuangan RI qq Direktoral Jenderal Kekayaan Negara sebagaimana dimaksud diktum KEDUA, dan melaporkan status pelunasan hutang secara periodik setiap triwulan kepada Menteri PU cq. Kepala BPJT.

4.

PT Marga Nurindo Bhakti is obliged to pay its debt to the state, cq. Directorate General of State of Ministry of Finance as referred to the SECOND dictum, and to submit report on the status of debt payment periodically every three months to the Minister of Public Works cq. Head of BPJT.

5.

PT Marga Nurindo Bhakti dan Perusahaan berhak mendapatkan jasa pengoperasian dan keuntungan sesuai ketentuan peraturan perundang-undangan selama masa pengoperasian sebagaimana dimaksud pada diktum PERTAMA.

5.

PT Marga Nurindo Bhakti and The Company is entitled to the economic benefits in accordance with the services performed during the operation period, as stated in the FIRST dictum.

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6.

Dalam hal pelunasan sisa hutang PT Marga Nurindo Bhakti dan pengembalian biaya investasi Perusahaan sebagaimana dimaksud dalam diktum KEDUA telah terpenuhi sebelum masa konsesi berakhir sebagaimana dimaksud dalam diktum PERTAMA, maka pengusahaan Jalan Tol JORR S wajib diserahkan kepada Negara/Pemerintah cq PT Hutama Karya (Persero).

6.

In terms of the repayment of the remaining debt of PT Marga Nurindo Bhakti and the repayment of investment costs of The Company, as referred to in the SECOND dictum has been achieved before the end of concession period as referred to in the FIRST dictum, the concession rights of JORR S toll road must be handed over to the State/government, cq. PT Hutama Karya (Persero).

7.

Perjanjian Pengusahaan Jalan Tol JORR “S” akan ditandatangani oleh Badan Pengatur Jalan Tol berdasarkan kesepakatan korporasi PT Marga Nurindo Bhakti dan Perusahaan, dengan masa konsesi yang berlaku sejak pelunasan hutang PT Marga Nurindo Bhakti yang ditanggung Badan Penyehatan Perbankan Nasional (BPPN) oleh Perusahaan, sedangkan hal-hal terkait tindakan korporasi dari pihak lain wajib diselesaikan sesuai ketentuan peraturan perundang-undangan.

7.

Concession Agreement of JORR S toll road will be signed by the Toll Road Regulatory Agency, based on agreement between PT Marga Nurindo Bhakti and The Company, with the concession period since the debt settlement of PT Marga Nurindo Bhakti which is guaranted by Indonesian Bank Restructuring Agency (BPPN) by The Company, meanwhile the related matters to corporate actions with the other party shall be resolved in accordance with the legislation.

8.

Dengan berlakunya Keputusan Menteri ini, Keputusan Menteri Pekerjaan Umum Nomor 80.1/KPTS/M/2013 tentang Pengoperasian Sementara Jalan Tol Lingkar Luar Jakarta Seksi Pondok Pinang – Jagorawi (JORR S) telah dicabut dan dinyatakan tidak berlaku.

8.

With the enactment of this decree, the decree of The Minister of Public Works No. 80.1/KPTS/M/2013 on Temporary Operation of Jakarta Outer Ring Road Section Pondok Pinang-Jagorawi (JORR S), is revoked and declared invalid.

9.

Keputusan ini mulai berlaku sejak tanggal ditandatangani Perjanjian Pengusahaan Jalan Tol JORR “S”.

9.

This Decision takes effect from the signing date of Concession Agreement of JORR S toll road.

Perusahaan telah menindaklanjuti Surat Keputusan Menteri Pekerjaan Umum No. 515/KPTS/M/2014 dengan mengirimkan surat No. AA.HK.1092 tanggal 16 Oktober 2014, dimana antara lain berisi;  Perusahaan telah menghitung kembali tambahan investasi di JORR S dan fee jasa pengoperasian. Atas perhitungan tersebut, Perusahaan menyatakan lunas pada April tahun 2013.  Dengan penyelesaian Penetapan Pengembalian tambahan investasi dan fee jasa pengoperasian, Perusahaan tidak menjadi pihak dalam Perjanjian Pengusahaan Jalan Tol (PPJT) JORR S.

The Company responded to Decision Letter from the Minister of Public Works No. 515/KPTS/M/2014 by letter No. AA.HK.1092 dated October 16, 2014, with some important points are as follows:  The Company had made recalculation on additional investment and its associated operating fees. From the recalculation,the Company stated that the cost that had been disbursed was fully repaid in April 2013.  At the time the decision of return on additional investment and its associated operation fees was assigned, the Company was no longer a part of the Concession Agreement of JORR S.

Pada tanggal 17 Oktober 2014 Menteri Pekerjaan Umum Repubilk Indonesia melalui surat No: JL 03.04-Mn/546 menyampaikan sebagai berikut: 1. Kementerian PU memahami bahwa seluruh nilai investasi tambahan dari Perusahaan dan fee jasa pengoperasian jalan Tol JORR “S” sudah terlunasi pada April 2013, dan juga usulan mengenai Perusahaan tidak menjadi pihak dalam Perjanjian Pengusahaan Jalan Tol (PPJT). 2. Berdasarkan hal tersebut, dan dalam rangka penetapan PPJT JORR S kiranya Perusahaan segera membahas lebih lanjut dengan Badan Pengatur Jalan Tol untuk: i) penetapan pegembalian

The Company received a response from the Minister of Public Works by letter No. JL 03:04-Mn/546 dated October 17, 2014 which stated that: 1. The Ministry of Public Works comprehends that the total amount of additional investment and its associated operating fees the Company which had been disbursed for JORR S had been paid off in April 2013, and has received proposal of withdrawal from the concession agreement (PPJT). 2. Based on the above statement, and in accordance with the arrangement of Concession Agreement of JORR S, the Company should immediately discuss with the Toll Road Regulatory Agency in order to

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investasi, dan ii) fee jasa pengoperasian jalan Tol JORR S.

determine the repayment of: i) addititional investment, and ii) its associated operational fees of JORR S.

Atas hal tersebut, mengingat investasi di JORR S telah lunas sejak April 2013, dan selain itu sejak tanggal 25 Februari 2013, Perusahaan tidak lagi mengakui pendapatan tol dari aset tersebut, maka Perusahaan mengubah kebijakan akuntansi atas aset pengusahaan jalan tol JORR S dan menghapusbukukan aset JORR S dari laporan keuangan Perusahaan mulai bulan Mei 2013.

Given that condition, the investment in JORR S has been paid since April 2013, and in addition to that from the date of February 25, 2013, the Company no longer recognized toll revenue from these assets, the Company changed its accounting treatment on toll road concession rights JORR S and made write-off of JORR S asset of the Company's financial statements starting in May 2013.

i. Perjanjian Pengoperasian Jalan Tol Jembatan Surabaya - Madura (Suramadu) Berdasarkan Surat Keputusan Menteri Pekerjaan Umum No.391/KPTS/M/2009, tanggal 4 Juni 2009, tentang Penugasan Kepada Kepala Badan Pengatur Jalan Tol untuk menandatangani Perjanjian Pengusahaan Jalan Tol, maka Perusahaan telah menandatangani Surat Perintah Mulai Kerja No. 446/BPJT/SPMK/KE/2009 dengan Badan Pengatur Jalan Tol atas nama Menteri Pekerjaan Umum.

i. Agreement Toll Road Operation of Surabaya - Madura (Suramadu) Bridge Based on Decree of Minister of Public Works No. 391/KPTS/M/2009, dated June 4, 2009, about The Assignment for Head of To// Road Coordination to sign the concession toll road, the company signed Instruction Letter Work Beginning No.446/BPJT/SPMK/KE/2009 with Toll Road Coordination Board in the name of Minister of Public Works.

Sesuai surat Menteri Pekerjaan Umum No. KU.03.01Mn/339 tanggal 18 Juni 2012, Perihal Penetapan Pemenang Pelelangan Pengoperasian dan Pemeliharaan Jalan Tol Suramadu ditetapkan untuk melaksanakan Pengoperasian dan Pemeliharaan Jalan Tol Jembatan Suramadu dengan jadwal pelaksanaan selama 6 (enam) tahun (2012-2017).

Based on Decree of Minister of Public Works No. KU.03.01-Mn/339, dated June 18, 2012, about The Auction Winner Determination of Suramadu Toll Road Operation and Maintenance assigning Company to perform Suramadu Toll Road operation and maintenance with the implementation schedule for six years (20122017).

Pada tanggal 11 Juli 2014, Perusahaan telah menandatangani Perjanjian Kerjasama dengan Badan Pelaksana Pengembangan Wilayah Suramadu (BPBPWS) No. 72/KONTRAK-DIR/2014 mengenai Pengusahaan Jalan Tol Jembatan Suramadu yang merupakan bagian dari pengusahaan Jalan Tol Jembatan Suramadu.

On July 11, 2014, the Company signed the agreement with Badan Pelaksana Pengembangan Wilayah Suramadu (BP-BPWS) stated in the minutes No. 72/CONTRACT-DIR/2014 regarding Concession of Suramadu Toll Road which is part of the concession of Suramadu Toll Road.

Perjanjian Pengusahaan Jalan Tol (PPJT) Jembatan Suramadu telah ditandatangani antara Perusahaan dengan BPJT sebagaimana akta notaris No. 15 tanggal 20 Agustus 2014 dari Notaris Rina Utami Djauhari, S.H..

Concession Agreement of Suramadu Toll Road was signed by the Company and BPJT as stated in notarial deed No. 15 dated August 20, 2014 of Rina Utami Djauhari, S.H..

j. PT Kresna Kusuma Dyandra Marga (KKDM)

j.

PT Kresna Kusuma Dyandra Marga (KKDM) didirikan berdasarkan Akta No. 94, tanggal 20 Desember 1996 dari Notaris Mudofir Hadi, S.H., Penyertaan pada KKDM dilakukan sehubungan dengan penyelenggaraan proyek jalan tol Bekasi Timur-Cawang-Kampung Melayu yang meliputi pembangunan, pengoperasian dan pemeliharaan jalan tol. Perusahaan memiliki 7.650.000 saham dengan nilai nominal Rp 1.000 (Rupiah penuh) per saham atau setara dengan Rp 7.650.000.000 (Rupiah penuh) yang merupakan 10% kepemilikan Perusahaan. Berdasarkan akta notaris No. 24 tanggal 17 Oktober 2014 dari Jose Dima Satria, S.H., M.Kn., kepemilikan Perusahaan d1/February 6, 2015

PT Kresna Kusuma Dyandra Marga (KKDM) PT Kresna Kusuma Dyandra Marga (KKDM) was established based on the Deed No. 94, dated December 20, 1996 of Notary Mudofir Hadi, S.H., The investment in KKDM relates to the operation of the Bekasi TimurCawang Kampung Melayu toll road project including the construction, operation, maintenance of the toll road. The Company owns 7,650,000 shares with a par value of Rp 1,000 (full Rupiah) per share or equivalent to Rp 7,650,000,000 (full Rupiah), representing 10% ownership of KKDM. Based on notarial deed No. 24 dated October 17, 2014 from Jose Dima Satria, S.H., M.Kn., Company’s ownership was diluted from 10% to 1.03%. Up

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terdilusi dari 10% menjadi 1,03%. Sampai dengan tanggal laporan ini, Perusahaan belum melakukan penyetoran saham tersebut.

to the date of this report, the subscriptions of shares have not been paid by the Company.

Pada tanggal 29 Desember 2006, melalui Surat Perusahaan No.AA.KU05.2002 kepada Menteri BUMN, Perusahaan mengajukan permohonan persetujuan pelepasan penyertaan saham Perusahaan di KKDM dan Perusahaan telah memperoleh persetujuan pelepasan saham KKDM dari Menteri BUMN melalui Surat No.S-175/MBU/2007, tanggal 29 Maret 2007. Sampai dengan tanggal laporan ini, Perusahaan belum melakukan pelepasan saham tersebut.

On December 29, 2006, through Letter of the Company No.AA.KU05.2002 to the Minister of State-Owned Enterprises the Company requested approval for disposal of the Company's investment in KKDM and the Company obtained approval for the share disposal from the Minister of State Owned Enterprises through Letter No.S-175/MBU/2007 dated March 29, 2007. Until the date of this report, the Company has not yet disposed the shares.

45. Kontinjensi

45. Contingencies

a. Kewajiban Karena Pengakhiran Perjanjian Kuasa Penyelenggaraan Perusahaan melakukan kerjasama operasi dengan PT Citra Ganesha Marga Nusantara (CGMN) untuk pembangunan Jalan Tol Cikampek - Padalarang pada tahun 1994, sebagaimana tertuang dalam Perjanjian Kuasa Penyelenggaraan (PKP) No.297 tanggal 21 Desember 1994. Namun demikian, pada 18 Juli 2001 Menteri Pemukiman dan Prasarana Wilayah (Menkimpraswil) dengan Surat Keputusan No.417 mencabut keputusan pemberian izin Kerjasama Penyelenggaraan Jalan Tol antara Perusahaan dengan CGMN. Pada 25 Juli 2001, Perusahaan mengakhiri PKP dengan CGMN.

a. Obligation Due Termination of Concession Agreement The Company entered into a joint operation in 1994 with PT Citra Ganesha Marga Nusantara (CGMN) for construction of the Cikampek - Padalarang Toll Road as set forth in the Concession Agreement No.297 dated December 21, 1994. However, on July 18, 2001, the Minister of Housing and Regional Infrastructure with the Letter No.417 revoked the decision granting permission of Toll Road Joint Operation license between the Company and CGMN. For that reason, on July 25, 2001, the Company terminated the Concession Agreement with CGMN.

Perjanjian Kuasa Penyelengaraan (PKP) No.297 tanggal 21 Desember 1994 menyebutkan bahwa bila terjadi pengakhiran masa penyelenggaraan jalan tol lebih awal sebelum masa konsesi berakhir, maka Perusahaan berkewajiban untuk mengambil-alih seluruh utang dan harus memenuhi hak Penanam Modal (CGMN). Dalam pasal 14.1 PKP disebutkan bahwa Perusahaan harus membayar sejumlah uang atas nilai buku jalan tol setelah dikurangi nilai kewajiban yang harus diambil alih Perusahaan.

The Concession Agreement No.297 dated December 21, 1994 states that if there is termination of concession agreement before the concession period is due, the Company has an obligation to take over the overall liabilities and should fulfill the rights of shareholders (CGMN). Article 14.1 of the Concession Agreement states that the Company should pay some amount over the book value of the toll road after deducting amount of liabilities taken over by the Company.

Perusahaan telah melakukan estimasi kewajiban dan nilai aset akibat pengakhiran PKP dengan CGMN sebesar Rp 202.454.407.000 yang merupakan nilai buku yang telah diaudit atas aset dalam penyelesaian pada tanggal 31 Desember 1999. Perusahaan masih terus mengupayakan penyelesaian penetapan secara definitif atas jumlah liabilitas.

The Company has recorded that the estimation of liabilities and assets value as a result of termination of PKP with CGMN is in the amount of Rp 202,454,407,000, which constitutes the book value that has been audited on the settlement assets on December 31, 1999. The Company is still on the process on determining the definitive value of liabilities.

Perusahaan telah membentuk tim untuk mengkaji penyelesaian permasalahan akibat pengakhiran PKP Jalan Tol Cikampek - Padalarang antara Perusahaan dan CGMN.

The Company has formed a team to analyze the dispute settlement that has arisen from the termination of the Cikampek-Padalarang Toll Road PKP between the Company and CGMN.

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Pada tanggal 23 Juni 2014 melalui surat No. AA.HK05.0.645, Perusahaan telah memberikan tanggapan atas surat dari kementerian BUMN No. S-268/MBU/D2/2014 tanggal 10 Juni 2014 mengenai rencana pengajuan gugatan oleh Trafalgar House Construction (Jersey) Limited (THCJ) yang bertindak sebagai pemegang saham mayoritas PT CGMN melalui Arbitrase Internasional kepada pemerintah Republik Indonesia.

On June 23, 2014 through Letter No. AA.HK05.0.645, the Company has responded to the letter of the Ministry of State-Owned Enterprises No. S-268/MBU/D2/2014 dated June 10, 2014 regarding the filing plan by Trafalgar House Construction (Jersey) Limited (THCJ) which acts as the majority shareholder of PT CGMN through International Arbitration to the government of the Republic of Indonesia.

b. Tuntutan Ganti Rugi Kepada PT Lapindo Brantas dan Penutupan Sebagian Jalan Tol Surabaya-Gempol Seksi Porong-Gempol Sebagai dampak dari bencana luapan Lumpur PT Lapindo Brantas yang mengakibatkan kerusakan pada sebagian jalan tol Surabaya - Gempol, Perusahaan telah mengirimkan beberapa surat permintaan ganti rugi dan somasi di tahun 2006 atas kehilangan pendapatan tol dan pengeluaran berbagai biaya kepada PT Lapindo Brantas. Klaim kerusakan jalan tol tersebut akan meningkat menjadi klaim biaya relokasi ruas jalan tol Porong Gempol, yang akan diselesaikan sesuai dengan ketentuan dalam Perjanjian Pengusahaan Jalan Tol (PPJT) Surabaya - Gempol dan kebijakan Pemerintah dalam penyelesaian dampak semburan Lumpur di Sidoarjo, sesuai dengan Keputusan Menteri Pekerjaan Umum No.394/KPTS/M/2006, tanggal 30 Nopember 2006 tentang penutupan sebagian Jalan Tol Surabaya Gempol.

b. Claim of Compensation Against PT Lapindo Brantas and Closing of Part of the Surabaya -Gempol Toll Road Section Porong - Gempol As a consequence of the mud flood disaster of PT Lapindo Brantas that has damaged part of the Surabaya - Gempol toll road, in 2006 the Company has submitted several claims of compensation to PT Lapindo Brantas covering loss of toll revenues and expenditures. The claim for damage to the toll roads is expected to increase and later include a claim for cost to relocated the Porong - Gempol Section toll road, and will be settled in connection with the stipulation on the Concession Agreement of the Surabaya - Gempol toll road and the Government policy in settlement of the effects of the mud flood disaster at Sidoarjo in accordance with the Decree of the Minister of Public Works No.394/KPTS/M/2006 dated November 30, 2006 regarding the Closure of Part of the Surabaya -Gempol Toll Road.

Berdasarkan Keputusan Presiden No.13 Tahun 2006, tanggal 3 September 2006 mengenai Tim Nasional Penanggulangan Semburan Lumpur di Sidoarjo, semua biaya yang timbul sebagai akibat relokasi pembangunan jalan tol dimaksud selain biaya rehabilitasi kerusakan sarana menjadi tanggung jawab PT Lapindo Brantas. Selain itu, Surat Keputusan Menteri Pekerjaan Umum No.394/KPTS/M/2006, tanggal 30 Nopember 2006, mengenai Penutupan sebagian Jalan Tol Surabaya Gempol seksi Porong Gempol, menyatakan antara lain sebagai berikut: 1. Menutup dan tidak mengoperasikan kembali sebagian jalan tol Surabaya - Gempol Seksi Porong -Gempol; dan 2. Segala hal yang timbul pada pengusahaan jalan tol Surabaya - Gempol sebagai akibat dari penutupan seksi Porong - Gempol akan diselesaikan sesuai dengan ketentuan dalam PPJT Surabaya - Gempol dan kebijakan Pemerintah dalam penyelesaian dampak semburan lumpur di Sidoarjo.

Based on the Decree of President No.13 Year 2006 dated September 3, 2006 regarding the National Team for Mud Floods Disaster at Sidoarjo, all expenditures incurred due to the relocation of toll road development except for rehabilitation expenses for damaged facilites will become the responsibility of PT Lapindo Brantas. In addition, the Decree of Minister of Public Works No.394/KPTS/M/2006 dated November 30, 2006 related to the Closure of Part of the Surabaya - Gempol Toll Road Porong - Gempol Section Provides:

Berdasarkan Surat Menteri Pekerjaan Umum No.JL. 0103-Mn/131, tanggal 30 Maret 2007, dalam rangka relokasi jalan tol seksi Porong - Gempol, kebutuhan tanah untuk relokasi infrastruktur akan disediakan oleh Pemerintah dan pelaksana konstruksi.

Based on the Minister of Public Works Letter No.JL.0103Mn/131, dated March 30, 2007, in order to relocated the Porong - Gempol toll road section, the land requirements for relocation of the infrastructure will be provided by the Government and contractors.

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1. To close and stop the

operation a part of the Surabaya - Gempol toll road Porong Gempol Section; and 2. Those all matter which impact on the operation of the Surabaya - Gempol toll road as a result of the closure of the Porong Gempol Section will be handled according to the regulation of Surabaya -Gempol Toll Road Concession Agreement and the Government policy for settlement of the effect of the mud flood disaster at Sidoarjo.

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Berdasarkan Surat Menteri Negara Badan Usaha Milik Negara No.S-196/MBU/2007, tanggal 4 April 2007 kepada Menteri Pekerjaan Umum dan Menteri Keuangan, sehubungan dengan kerugian atas hilangnya sebagian aset jalan tol seksi Porong - Gempol, maka sejalan dengan Undang-undang Jalan No.38 Tahun 2004 dan Undang-undang Keuangan Negara No.17 Tahun 2003, klaim atas kerugian dimaksud seyogyanya dilakukan oleh Pemerintah melalui Departemen Pekerjaan Umum kepada PT Lapindo Brantas.

Based on the Minister of State-Owned Enterprises Letter No.S-196/MBU/2007 dated April 4, 2007 regarding the loss of part of Porong - Gempol toll road assets and according to the Road Law No.38 of 2004 and the State Finance Law No.17 of 2003, the claim for losses should be submitted by the Government through the Departement of Public Works to PT Lapindo Brantas.

Pada tanggal 17 Juli 2007, melalui Surat Perusahaan No. AA.TN.02.1153, Perusahaan mengajukan tuntutan ganti rugi akibat genangan lumpur pada ruas jalan tol seksi Porong - Gempol kepada PT Lapindo Brantas. Klaim atas kerugian kehilangan pendapatan tol dan biaya tambahan lainnya akibat genangan lumpur pada ruas Porong - Gempol sampai dengan bulan Mei 2007 adalah sebesar Rp 24.724.788.651 (Rupiah penuh) dan klaim atas kerusakan jalan tol sebesar Rp 16.334.396.000 (Rupiah penuh).

On July 17, 2007, through the Company's Letter No.AA.TN.02.1153, the Company claim compensation caused by mud floods in Porong Gempol Section to PT Lapindo Brantas. The claim for loss of toll revenue and addition expenditures arising from mud in Porong Gempol Section until May amounts to Rp 24,724,788,651 (full Rupiah) and the claim for damage to the toll road amounted to Rp 16,334,396,000 (full Rupiah).

Dalam Surat Perusahaan No.AA.KU.02.1268, tanggal 7 Agustus 2007 kepada Menteri Pekerjaan Umum, Perusahaan menyampaikan antara lain mengenai kesediaan Perusahaan untuk membiayai pembangunan relokasi ruas jalan tol Porong - Gempol dengan memperhitungkan pengembalian investasi dari tarif baru (termasuk pengembalian akibat tidak berfungsinya ruas jalan tol Porong-Gempol).

Based on the Company's Letter No.AA.KU.02.1268, dated August 7, 2007 to the Minister of Public Works, the Company delivered such of readiness to finance development for relocation Porong - Gempol toll road by estimate the reversion of investment from new tariff (included reversion caused by un-function Porong Gempol toll road section).

Surat Ketua Dewan Pengarah Badan Penanggulangan Lumpur Sidoarjo/ Menteri Pekerjaan Umum No.20/DPBPLS/2007, tanggal 24 September 2007 kepada Menteri Negara BUMN, menyebutkan antara lain mengenai usulan pelaksanaan konstruksi jalan tol Porong-Gempol dapat dilakukan oleh Perusahaan.

Letter of the Chairman of Direction Board of Mud Prevention Agency Sidoarjo/ the Minister of Public Works No.20/DP-BPLS/2007, dated September 24, 2007 to Minister of State-Owned Enterprises, Mentioned such of proposal construction implementation of Porong - Gempol toll road can be performed by the Company.

Pada tanggal 14 Januari 2008, melalui Surat Perusahaan No. AA.TN.02.50 kepada Menteri Negara BUMN, Perusahaan menyampaikan antara lain mengenai jumlah klaim total kerugian sampai dengan bulan Mei 2007 sebesar Rp 24.724.788.651 (Rupiah penuh), dan permohonan bantuan agar Pemerintah memfasilitasi melalui Biro Hukum dan Humas Kementerian BUMN dalam menyelesaikan permasalahan dengan PT Lapindo Brantas dengan musyawarah mufakat, dan apabila musyawarah mufakat tersebut tidak dapat ditempuh dapat mempertimbangkan untuk melakukan upaya hukum di Pengadilan.

On January 14, 2008, through the Company's Letter No. AATN.02.50 to the Minister of State-Owned Enterprises, the Company reported loss until May 2007 amounting to Rp 24,724,788,651 (full Rupiah), and requesting assistance from the Government to facilitate through Law Bureau and Public Relation of the Minister of State-Owned Enterprises in solving the problem with PT Lapindo Brantas by deliberation. Otherwise, the Company will take the case to the court.

Pada tanggal 13 Mei 2009, melalui Surat Perusahaan No.AA.TN.02.730 kepada Direktur Utama PT Lapindo Brantas, Perusahaan kembali mengajukan tuntutan ganti rugi akibat penutupan Ruas Jalan Tol Porong - Gempol. Adapun klaim atas kehilangan pendapatan tol dan

On May 13, 2009 through Letter No.AA.TN.02.730 to the President Director of PT Lapindo Brantas, the Company claimed compensation due to closure of the PorongGempol Toll Road Section. The claim for loss of toll revenue, loss of interest income and other expenses,

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kehilangan keuntungan atas bunga sampai dengan periode Maret 2009, beserta biaya-biaya lainnya, termasuk biaya pembongkaran Jembatan Tol Porong adalah sebesar Rp 71.976.187.741 (Rupiah penuh).

including demolishing cost of Porong Toll Bridge until March 2009 totaling Rp 71,976,187,741 (full Rupiah).

Pada tanggal 17 September 2009, melalui surat Perusahaan No.AA.TN.02.1286 kepada Direktur Utama PT Lapindo Brantas, Perusahaan kembali mengajukan tambahan kenaikan besaran rugi atas kehilangan pendapatan tol sebesar Rp 76.942.149.750 (Rupiah penuh), dan kehilangan keuntungan atas bunga sampai dengan bulan Juni 2009 yakni sebesar Rp 4.965.962.009 (Rupiah penuh).

On September 17, 2009 through Letter No.AA.TN.02.1286 to the President Director of PT Lapindo Brantas, the Company claimed additional compensation for the loss of toll revenue amounting to Rp 76,942,149,750 (full Rupiah), and the loss of interest income until June 2009 amounting to Rp 4,965,962,009 (full Rupiah).

Pada tanggal 9 Pebruari 2010, Perusahaan mengirimkan surat No.AA.PR.02.94 tentang Relokasi Jalan Tol Ruas Porong-Gempol kepada BPJT yang ditembuskan kepada Menteri Negara BUMN. Surat tersebut dibuat dengan dasar bahwa Pemerintah (Kementerian PU) mempunyai rencana untuk melakukan relokasi terhadap jalan tol Ruas Porong - Gempol yang terendam luapan lumpur Sidoarjo.

On February 9, 2010, the Company sent Letter No.AA.PR.02.94 to BPJT, which copy forwarded to Minister of State-Owned Enterprises. The letter was made based on plan by government (Ministry of Public Works) to relocate Porong - Gempol Toll Road affected by the mudflow.

Sejak Mei 2011 Perusahaan telah melakukan aktivitas pembangunan relokasi jalan tol ruas Porong-Gempol, dan sampai 31 Desember 2014 perusahaan telah mengeluarkan dana sebesar Rp 560.081.076.284 (Rupiah penuh).

Since May 2011, the Company has constructed relocation of Porong–Gempol toll road, and until December 31 2014 the Company has spent Rp 560,081,076,284 (full Rupiah) for this project.

c. Gugatan Ganti Rugi dari Pemilik Tanah untuk Jalan Tol Perusahaan masih menghadapi perkara litigasi/ gugatan dari beberapa orang yang mengklaim sebagai pemilik tanah yang tanahnya digunakan untuk pembangunan Ruas Jalan Tol JORR S, Jalan Tol JORR E1, Jalan Tol Sediyatmo, Jalan Tol JORR W2, Jalan Tol Pondok ArenUlujami, Jalan Tol Belmera (Gerbang Tol Mabar dan Kantor Cabang Belmera). Penanganan perkara litigasi tersebut masih dalam proses peradilan di Pengadilan Negeri, Pengadilan Tinggi dan kasasi di Mahkamah Agung.

c. Claims from Land Owners for Toll Road

d. Gugatan Terkait Perjanjian Kerjasama Bagi hasil Jalan Tol Jakarta-Cikampek Ruas Cawang-Cibitung dari PT Bangun Tjipta Sarana (BTS) Perusahaan dan BTS telah menandatangani Perjanjian Kerjasama Bagi Hasil Pelebaran Jalan Tol JakartaCikampek ruas Cawang-Cibitung. Perjanjian ini dinyatakan di dalam akta notaris No. 171 tanggal 17 Maret 1993, yang kemudian diubah dengan Akte No. 139 tanggal 15 Pebruari 1997 dan Akta No. 236 tanggal 23 September 2004 (selanjutnya disebut Perjanjian Bagi Hasil).

d. Lawsuit from PT Bangun Tjipta Sarana (BTS) Regarding Toll Revenue Sharing of JakartaCikampek Toll Road Section Cawang-Cibitung The Company and PT Bangun Tjipta Sarana signed Agreement of Widening of Jakarta-Cikampek Toll Road Segment Cawang-Cibitung. This agreement was stated in notarial deed No. 171 dated March 17, 1993, and was later amended by notarial deed No. 139 dated February 15, 1997 and No. 236 dated September 23, 2004 (hereinafter referred to as Revenue-Sharing Agreement).

BTS berkewajiban membangun atau melebarkan 2 lajur Jalan Tol tambahan dari arah Cawang ke arah Cibitung dan sebaliknya beserta sarana penunjangnya dan atas hal tersebut BTS akan mendapatkan bagi hasil sesuai dengan perjanjian.

BTS was obliged to build or widen additional two lane of the toll road from and to Cawang-Cibitung, along with its supporting facilities, and that was the underlying reason for BTS got the sharing revenue, in accordance with the related agreement.

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The Company is still facing a litigation from certain persons who claimed to be the land owners whose land were used for JORR S Toll Road Section, JORR E1 Toll Road Section, Sediyatmo Toll Road, JORR W2 Toll Road Section, Pondok Aren-Ulujami Toll Road, Belmera Toll Road (Mabar Toll Gate and Belmera Branch Office). These claims are still processed in the District Courts, the High Courts and the Supreme Court.

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Sampai ada kesepakatan rekonsiliasi data, Perusahaan menunda pembayaran atas bagi hasil pendapatan tol kepada BTS dan telah mencatat utang bagi hasil tersebut dalam laporan keuangan Catatan No. 8 tentang Beban Akrual sebesar Rp 66.098.674.437 (Rupiah penuh). Jumlah utang tersebut telah dibayarkan oleh perusahaan pada tanggal 10 September 2014.

Until there was a data reconciliation agreement, the Company had deferred payment of sharing revenue to BTS, and had recognized payable from revenue sharing in the financial statement and had disclosed it in the notes to financial statement No. 8 Accrued Expenses amounting to Rp 66,098,674,437 (full Rupiah). The payable was finally paid by the Company on September 10, 2014.

Pada tanggal 13 Oktober 2014 sesuai dengan surat No. 04/BTS/X/2014 PT BTS mengajukan kompensasi atas keterlambatan pembayaran bagi hasil dimaksud.

On October 13, 2014 in the letter No. 04/BTS/X/2014, BTS requested some amount as compensation for the late payment of sharing revenue.

Di dalam Perjanjian Kerjasama Bagi hasil Pelebaran Jalan Tol Jakarta-Cikampek ruas Cawang-Cibitung tidak ada satu ketentuan pun yang mengatur terkait denda atau bunga akibat keterlambatan pembayaran bagi hasil pendapatan tol kepada BTS. Untuk itu atas tagihan kompensasi tersebut perusahaan meminta pendapat dan rekomendasi kepada Badan Pengawas Keuangan dan Pembangunan (BPKP) melalui surat No. AA.KS01.02.1137 tanggal 23 Oktober 2014. Sampai Laporan Keuangan 31 Desember 2014, belum ada hasil kajian dari BPKP tersebut.

In the Agreement of The Widening of Jakarta-Cikampek Toll Road Segment Cawang-Cibitung, there has never been a clause arranging penalty or interest for late payment of sharing revenue to BTS. For this, the Company requested for opinion and recommendation from Finance and Development Supervisory Agency (BPKP) in the Letter No. AA.KS01.02.1137 dated October 23, 2014. Up to financial statement December 31, 2014, there has been no response from BPKP.

e. Gugatan Terkait Perjanjian Kerjasama Bagi hasil Jalan Tol Jakarta-Cikampek Ruas CikampekCibitung dari PT Bangun Tjipta Sarana (BTS) Saat ini Perusahaan sedang berperkara dengan BTS terkait Akta No.109 tanggal 16 Oktober 1992 beserta perubahannya. Perkara tersebut telah diputus ditingkat Mahkamah Agung pada tanggal 24 Juli 2012 dengan bunyi “Menolak permohonan kasasi dari para pemohon, 1. Perusahaan, 2. PT Bangun Tjipta Sarana”. Salinan resmi pemberitahuan isi putusan diterima oleh Perusahaan pada tanggal 24 April 2013.

e. Lawsuit to PT Bangun Tjipta Sarana (BTS) Regarding Toll Revenue Sharing of JakartaCikampek Toll Road Section Cikampek-Cibitung The Company has litigated with BTS in accordance with notarial deed No. 109 dated October 16, 1992 along with its amendments. The case has been decided by the Supreme Court dated July 24, 2012 stated "Rejecting the appeal of the applicant, 1. The Company, 2. PT Bangun Tjipta Sarana". A copy of the official notification of the decision received by the Company on April 24, 2013.

Atas putusan tersebut, pada tanggal 9 Oktober 2013, Perusahaan mengajukan permohonan Peninjauan Kembali (PK) ke Pengadilan Negeri Jakarta Pusat dengan akta no: 20/SRT.PDT.PK/2013/ PN.JKT.PSTJo. Nomor: 200/PDT.G/2009/PN.JKT.PST Permohonan PK Perusahaan telah ditanggapi BTS dengan kontra memori PK yang telah dikirimkan ke Mahkamah Agung melalui Pengadilan Negeri Jakarta Pusat tanggal 16 Desember 2013.

Of that decision, on October 9, 2013, the Company filed a request for reconsideration to The Central Jakarta District Court by notarial deed No. 20/SRT.PDT.PK/2013/PN.JKT. PST Jo No: 200/PDT.G/2009/PN.JKT.PST. Bangun Tjipta Sarana respondes by filing counter against the reconsideration to Supreme Court through the Central Jakarta District Court on December 16, 2013.

Sampai Laporan Keuangan 31 Desember 2014, belum ada hasil atas permohonan PK tersebut.

Up to financial statement December 31, 2014, there are no results for the reconsideration.

f. Gugatan Perpanjangan Bagi Hasil Pendapatan Tol untuk Pelebaran Kebon Jeruk-Tangerang dari PT Tirtobumi Prakarsatama Berdasarkan amandemen kerjasama bagi hasil pembangunan pelebaran jalan tol Jakarta - Merak No. 8 tanggal 28 Pebruari 2003, Perusahaan dan PT Adhika Prakarsatama telah menyepakati pengurangan masa kerjasama bagi hasil yang semula 18 tahun menjadi 17 tahun, 9 bulan dan berakhir pada 29 Pebruari 2012.

f. Claim of Toll Revenue Sharing Against PT Tirtobumi Prakarsatama for Widening Kebon Jeruk – Tangerang Highway Based on the amendment regarding revenue sharing agreement of Jakarta - Merak toll road extension No. 8 dated February 28, 2003, the Company and PT Adhika Prakarsatama agreed to reduce the period of agreement from 18 years to 17 years and 9 months ended on February 29, 2012.

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Pada tanggal 4 Januari 2011 dan 2 Pebruari 2011 PT Tirtobumi Prakarsatama (dahulu bernama PT Adhika Prakarsatama) menyampaikan permohonan kepada Perusahaan untuk melakukan pengkajian perpanjangan masa kerjasama bagi hasil dan meminta Perusahaan meneruskan hal tersebut kepada Menteri Pekerjaan Umum. Alasan permohonan perpanjangan adalah karena PT Tirtobumi Prakarsatama berpendapat tidak ada kenaikan tarif tol dari tahun 1993 sampai dengan 2005. Masa perpanjangan kerjasama bagi hasil yang diajukan sekitar 24 tahun 2 bulan. Perusahaan telah menjawab permohonan tersebut dengan surat No. EC.HK.02.082 pada tanggal 9 Pebruari 2011 yang intinya menyatakan bahwa Perusahaan sedang mengkaji permohonan dimaksud.

On January 4, 2011 and February 2, 2011 PT Tirtobumi Prakarsatama (formerly named as PT Adhika Prakarsatama) submitted request to the Company to review the extension periods of revenue sharing agreement and urged the Company to forward the proposal to the Minister of Public Works. The reason of this proposal was due to PT Tirtobumi Prakarsatama claimed that there has never been toll rates increase which during the year 1993 to 2005. The extension periods proposed by PT Tirtobumi Prakarsatama was approximately 24 years 2 months. The Company responded the request with the letter No. EC.HK.02.082 dated February 9, 2011 which mainly stated that the Company is in the process of review the respective request.

Pada tanggal 7 Juni 2011 PT Tirtobumi Prakarsatama mengajukan gugatan di BANI (Badan Arbitrase Nasional Indonesia) dengan tuntutan sebagai berikut: 1. Mengabulkan permohonan PT Tirtobumi Prakarsatama untuk seluruhnya. 2. Menyatakan Perusahaan tidak berhak dan/ atau berwenang untuk melakukan kajian dan/ atau mengambil pertimbangan apapun terkait permohonan perpanjangan masa kerjasama bagi hasil yang diajukan oleh PT Tirtobumi Prakarsatama melalui Perusahaan kepada pihak yang berwenang. 3. Kelalaian Perusahaan untuk meneruskan permohonan perpanjangan masa kerjasama bagi hasil kepada pihak yang berwenang dapat menimbulkan kerugian bagi PT Tirtobumi Prakarsatama. 4. Memerintahkan Perusahaan untuk dengan segera meneruskan permohonan PT Tirtobumi Prakarsatama tersebut di atas kepada pihak yang berwenang. 5. Menghukum Perusahaan untuk mengganti segala kerugian yang mungkin timbul sebagai akibat kelalaian tersebut di atas serta membayar seluruh biaya proses arbitrase ini, termasuk mengganti biaya-biaya yang telah dan akan dikeluarkan oleh PT Tirtobumi Prakarsatama.

On June 7, 2011 PT Tirtobumi Prakarsatama sued the Company in the National Arbitration Board (BANI) with the following terms: 1. Accept the proposal for PT Tirtobumi Prakarsatama entirely. 2. Declare that the Company has no right and/ or authorized to conduct the review and/ or take any considerations related to the proposal of extension periods of revenue sharing agreement that proposed by PT Tirtobumi Prakarsatama through the Company to the Authorities.

BANI menerbitkan keputusan No. 406/VI/ARBBANI/2011 pada tanggal 5 Januari 2012 dengan uraian sebagai berikut:

BANI issued the verdict No. 406/VI/ARB-BANI/2011 on January 5, 2012 with the following terms:

1. Mengabulkan permohonan PT Tirtobumi Prakarsatama untuk sebagian. 2. Mewajibkan Perusahaan untuk menyampaikan dan mendiskusikan kajian mengenai perpanjangan kerjasama bagi hasil kepada PT Tirtobumi Prakarsatama dalam jangka waktu 30 hari sejak tanggal Putusan.

1. Consent the claim of PT Tirtobumi Prakarsatama partially. 2. Obliged the Company to discuss the review with PT Tirtobumi Prakarsatama within 30 days from the date this decision pronounced.

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3. Omissions of the Company to forward the proposal to the Authorities may create damage for PT Tirtobumi Prakarsatama. 4. Instruct the Company to immediately forward the proposal of PT Tirtobumi Prakarsatama to the Authorities. 5. Punish the Company to replace any losses that might arise as a result of that omissions and pay all any costs that arise from the arbitrase process, including replace that costs that have been and will be issued by PT Tirtobumi Prakarsatama.

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3. Mewajibkan Perusahaan dalam Jangka waktu 40 hari sejak Putusan diterbitkan, untuk meneruskan permohonan PT Tirtobumi Prakarsatama disertai hasil Kajian Perusahaan kepada Menteri Pekerjaan Umum. 4. Menolak permohonan PT Tirtobumi Prakarsatama untuk selebihnya. 5. Menyatakan Putusan ini merupakan Putusan dalam tingkat pertama dan terakhir serta mengikat Para Pihak. 6. Memerintahkan kepada Sekretaris Majelis untuk mendaftarkan salinan Putusan ini ke Pengadilan Negeri Jakarta Pusat.

3. Obliged the Company to forward the request of PT Tirtobumi Prakarsatama along with the result of the review to the Minister of Public Works within 40 days from the date this decision pronounced.

BANI mendaftarkan keputusan No. 406/VI/ARBBANI/2011 tanggal 5 Januari 2012 pada tanggal 30 Januari 2012 Ke Pengadilan Negeri Jakarta Pusat dan disampaikan kepada Para Pihak oleh BANI melalui surat No. 12.209/II/BANI/ED tanggal 7 Pebruari 2012 dengan tambahan amar Putusan menjadi sebagai berikut:

BANI has registered the above Verdict No. 406/VI/ARBBANI/2011 on January 5, 2012 to Central Jakarta District Court on January 30, 2012 and delivered to all parties through letter No. 12.209/II/BANI/ED dated February 7, 2012 with additional verdict as follows:

1.

Mengabulkan permohonan PT Tirtobumi Prakarsatama untuk sebagian. Mewajibkan Perusahaan untuk menyampaikan dan mendiskusikan kajian mengenai perpanjangan kerjasama bagi hasil kepada PT Tirtobumi Prakarsatama dalam jangka waktu 30 hari sejak tanggal Putusan diucapkan. Mewajibkan Perusahaan dalam Jangka waktu 40 hari sejak Putusan diucapkan, untuk meneruskan permohonan PT Tirtobumi Prakarsatama disertai hasil Kajian Perusahaan kepada Menteri Pekerjaan Umum Menolak Permohonan PT Tirtobumi untuk selebihnya. Menyatakan Putusan ini merupakan Putusan dalam tingkat pertama dan terakhir serta mengikat Para Pihak. Mewajibkan Perusahaan untuk mengembalikan setengah biaya administrasi sebesar Rp 255.000.000 (Rupiah penuh) kepada PT Tirtobumi Prakarsatama. Memerintahkan kepada Sekretaris Majelis untuk mendaftarkan salinan Putusan ini ke Pengadilan Negeri Jakarta Pusat.

1. Consent the claim of PT Tirtobumi Prakarsatama partially. 2. Obliged the Company to submit and discuss the review of extension of revenue sharing agreement with PT Tirtobumi Prakarsatama within 30 days from the date this decision pronounced.

Pada tanggal 27 Pebruari 2012 Perusahaan telah melaksanakan keputusan BANI tersebut dengan mengirimkan hasil kajian dan permohonan perpanjangan kerjasama bagi hasil kepada Menteri Pekerjaan Umum.

On February 27, 2012, the Company has conducted BANI's Verdicts by forwarding the review and the proposal of extension periods of revenue sharing agreement to the Minister of Public Works.

Pada tanggal 15 Maret 2012, Perusahaan telah membayarkan setengah dari biaya perkara sebesar Rp 255.000.000 kepada PT Tirtobumi Prakarsatama.

On March 15, 2012, the Company has paid half of the administration fee amounting to Rp 255,000,000 to PT Tirtobumi Prakarsatama.

2.

3.

4. 5. 6.

7.

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4. Rejected the rest of PT Tirtobumi Prakarsatama’s claims. 5. Declared the Verdict as the first decree and final and bounded all parties. 6. Asked to the Secretary Council to register the Verdict to Central Jakarta District Court.

3. Obliged the Company to forward the request of PT Tirtobumi Prakarsatama along with the result of the review to the Minister of Public Works within 40 days from the date this decision pronounced. 4. Rejected the rest of PT Tirtobumi Prakarsatama’s claims. 5. Declared the Verdict as the first decree and final and bounded all parties. 6. Oblige the Company to indemnify half of the administration fee amounting to Rp 255,000,000 (full Rupiah) to PT Tirtobumi Prakarsatama. 7. Asked to the Secretary Council to register the Verdict to Central Jakarta District Court.

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Terdapat perbedaan persepsi terhadap Putusan BANI: PT Tirtobumi Prakarsatama berpendapat bahwa hasil Putusan tersebut seharusnya dipenuhi setelah Putusan diterbitkan, sedangkan Perusahaan meyakini bahwa berdasarkan Hukum Arbitrase Pasal 59, seharusnya Putusan BANI dilaksanakan setelah Putusan didaftarkan ke Pengadilan Negeri.

There was different perception on BANI’s verdicts: PT Tirtobumi Prakarsatama believed that the verdicts should be executed after the verdicts declared, whereas the Company believed that based on Law of Arbitration Article 59, the verdicts should be executed after they were registered at District Court.

Berdasarkan perbedaan persepsi di atas, PT Tirtobumi Prakarsatama menuntut Perusahaan di Pengadilan Negeri Jakarta Timur dengan alasan Perusahaan tidak melaksanakan putusan BANI. Perkara ini telah diputuskan berdasarkan Putusan No. 64/PDT.G/2012/PN.JKT.TIM pada tanggal 10 Desember 2012 yang menyatakan bahwa Perusahaan harus mengganti rugi kepada PT Tirtobumi Prakarsatama sebesar Rp 1.247.576.000.000, atau setara dengan perpanjangan waktu bagi hasil tol selama 24 tahun 2 bulan.

Based on the different perception stated above, PT Tirtobumi Prakarsatama sued the Company in District Court of Jakarta Timur with the argument that the Company did not fulfill the BANI's verdicts. The claims had been declared based on the verdict No. 64/PDT.G/2012/PN.JKT.TIM on December 10, 2012, stated that the Company had to indemnify PT Tirtobumi Prakarsatama Rp 1,247,576,000,000, or equivalent to the extension period of the toll roads for 24 years and 2 months.

Atas putusan ini Perusahaan telah mengajukan upaya banding ke Pengadilan Tinggi DKI Jakarta, putusan banding telah dibacakan pada tanggal 15 Juli 2013 dengan inti putusan mengabulkan permohonan banding Perusahaan dan Menteri Pekerjaan Umum. dan membatalkan Putusan No. 64/PDT.G/2012/PN.JKT.TIM pada tanggal 10 Desember 2012.

According to the Verdict, the Company had registered the appeal statement to the Jakarta High Court, Appeal Verdict was read on July 15, 2013 which is stated to grant the appeal from The Company and the Minister of Public Works and to cancel the verdict No. 64/PDT.G/2012/PN.JKT.TIM on December 10, 2012.

Atas Putusan Pengadilan Tinggi DKI Jakarta tanggal 15 Juli 2013 dimaksud, PT Tirtobumi Prakarsatama mengajukan upaya hukum kasasi ke Mahkamah Agung dan pada 17 Pebruari 2014 perusahaan telah menerima pemberitahuan pernyataan kasasi tersebut beserta Memori Kasasi yang diajukan oleh PT Tirtobumi Prakarsatama. Selanjutnya tanggal 24 Pebruari 2014 Perusahaan telah menyampaikan Kontra Memori Kasasi ke Mahkamah Agung melalui Pengadilan Negeri Jakarta Timur. Perusahaan belum menerima putusan Kasasi sampai dengan 31 Desember 2014.

Over the Jakarta High Court Decision dated July 15, 2013 referred, PT Tirtobumi Prakarsatama filed an appeal to the Supreme Court and on February 17, 2014 the company has received notice of the appeal statement along with the memory of Appeal filed by PT Tirtobumi Prakarsatama . On February 24, 2014 the Company has delivered a Contra Appeal to the Supreme Court by the District Court of Jakarta Timur. The Company has not received the appeal decision as of December 31, 2014.

46. Segmen Operasi Perusahaan dikelola dan dikelompokkan dalam segmen usaha yang terdiri dari beberapa cabang sebagai berikut (dalam jutaan Rupiah):

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46. Operating Segments The Company is managed and classified into bussines segments which consist of branches as follow (in million Rupiah):

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Pusat/ Head Office

For the Years Ended December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated) 31 Desember/ December 2014 Jakarta Lainnya/ Purbaleunyi Camareng Tangerang Others (Dalam Jutaan Rupiah/ In Million Rupiah)

Jakarta Cikampek

Jagorawi

Eliminasi/ Elimination

Konsolidasian/ Consolidated

Pendapatan/ Revenues Total Pendapatan Segmen Dilaporkan/ Segmented Revenues Pendapatan Konstruksi/ Construction Revenues Pendapatan Lainnya/ Others Income Pendapatan Entitas/ Total Revenues

1,182,449

607,461

1,023,430

1,175,926

467,117

1,212,322

977,687

--

6,646,392

243,104

--

--

--

--

--

1,702,721

--

1,945,825

12,203

11,709

21,222

18,618

9,138

35,295

885,289

(410,372)

583,102

1,437,756

619,170

1,044,652

1,194,544

476,255

1,247,617

3,565,697

(410,372)

9,175,319

(1,339,924)

(327,934)

(718,877)

(306,161)

(255,784)

(395,326)

(3,468,367)

413,820

(6,398,553)

204,188

173

260

79

135

281

60,382

--

265,498

(708,634)

--

--

--

--

--

(506,686)

--

(1,215,320)

(391,479)

30

1,738

(4,333)

2,348

2,455

391,013

--

1,772

(6,742)

--

--

--

--

--

--

--

(6,742)

(804,835)

291,439

327,773

884,129

222,954

855,027

42,039

3,448

1,821,974

(562,795)

--

--

--

--

--

(43,847)

--

(606,642)

Laba Rugi/ Profit and Loss Beban Usaha/ Operating Expenses Pendapatan Bunga/ Interest Income Biaya Keuangan/ Finance Charges Pendapatan (Beban) Lain/ Others Income (Expenses) Bagian Laba-Rugi atas Entitas Asosiasi/ Net Equity on Associates Laba (Rugi) Sebelum Pajak Penghasilan/ Profit (loss) Before Income Tax Beban Pajak Penghasilan/ Income Tax Expense Laba Tahun Berjalan/ Income for the Year Aset Segmen Dilaporkan/ Segment Assets Liabilitas Segmen Dilaporkan/ Segment Liabilities

1,215,332 461,122

2,464,892

2,919,549

4,536,267

1,703,185

6,975,584

16,132,798

(3,335,449)

31,857,948

9,186,625

90,031

170,881

109,331

77,868

201,477

10,655,962

(59,222)

20,432,952

Pusat/ Head Office

31 Desember/ December 2013 Jakarta Lainnya/ Camareng Tangerang Others (Dalam Jutaan Rupiah/ In Million Rupiah)

Jakarta Cikampek

Jagorawi

Eliminasi/ Elimination

Purbaleunyi

Konsolidasian/ Consolidated

Pendapatan/ Revenues Total Pendapatan Segmen Dilaporkan/ Segmented Revenues Pendapatan Konstruksi/ Construction Revenues Pendapatan Lainnya/ Others Income Pendapatan Entitas/ Total Revenues

1,078,223 755,561

548,248 --

976,573 --

1,017,384 --

408,011 --

1,109,957 --

664,336 3,204,978

---

5,802,732 3,960,539

14,804

12,918

17,044

12,083

8,026

32,707

632,362

(221,747)

508,197

1,848,588

561,166

993,617

1,029,467

416,037

1,142,664

4,501,675

(221,747)

10,271,468

(1,682,831)

(318,995)

(702,594)

(318,065)

(212,903)

(372,585)

(4,421,798)

221,747

(8,233,542)

184,808

140

258

97

113

245

42,410

--

228,071

(744,033)

--

--

--

--

(65)

(200,121)

--

(944,219)

(156,328)

(1,760)

381

(4,975)

(171)

1,528

109,790

--

(6,837)

(4,303)

--

--

--

--

--

--

--

(4,303)

(554,098)

240,550

291,662

706,524

203,076

771,787

31,956

-

1,310,638

(455,387)

--

--

--

--

--

73,537

--

(381,850)

Laba Rugi/ Profit and Loss Beban Usaha/ Operating Expenses Pendapatan Bunga/ Interest Income Biaya Keuangan/ Finance Charges Pendapatan (Beban) Lain/ Others Income (Expenses) Bagian Laba-Rugi atas Entitas Asosiasi/ Net Equity on Associates Laba (Rugi) Sebelum Pajak Penghasilan/ Profit (loss) Before Income Tax Beban Pajak Penghasilan/ Income Tax Expense Laba Tahun Berjalan/ Income for the Year

928,788

Aset Segmen Dilaporkan/ Segment Assets

2,024,060

2,208,130

2,607,762

3,648,177

1,475,152

6,121,268

15,656,602

(5,682,569)

28,058,582

Liabilitas Segmen Dilaporkan/ Segment Liabilities

8,654,120

48,228

186,867

105,370

53,003

202,189

8,307,608

(56,751)

17,500,634

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47. Laba Per Saham

47. Earnings Per Share

Pada tanggal 1 Nopember 2007, Perusahaan memperoleh pernyataan efektif dari BAPEPAM-LK melalui Surat No. S-5526/BL/2007 untuk melakukan penawaran umum perdana saham sebanyak 2.040.000.000 saham atas nama seri B dengan nilai nominal Rp 500 (Rupiah penuh) setiap saham (lihat Catatan 1.e dan 28). Perusahaan telah melakukan pembelian kembali atas saham yang beredar (Treasury Stocks) pada tahun 2008 sebanyak 8.758.000 lembar saham periode (4 Oktober 2008 - 6 Nopember 2008) dan sampai tahun 2009 perusahaan telah menarik kembali saham yang beredar sebanyak 24.523.500 lembar saham. Hal ini mengakibatkan jumlah rata-rata tertimbang saham yang beredar berubah menjadi sebanyak 6.775.840.609 lembar. Pada Tahun 2012 Perusahaan menjual kembali seluruh saham treasuri, sehingga pada tanggal 31 Desember 2014, jumlah rata-rata tertimbang saham yang beredar kembali menjadi 6.800.000.000 lembar.

On November 1, 2007, the Company obtained effective statement from Bapepam-LK through Letter No. S5526/BL/2007 for initial public offering as much as 2,040,000,000 shares of series B shares with a par value of Rp 500 (full Rupiah) per share (see Note 1.e and 28). The Company has made repurchase of shares outstanding (Treasury Stocks) in the year 2008 as many as 8,758,000 shares period (October 4, 2008 - November 6, 2008) and up in 2009 the Company has pulled back shares as many as 24,523,500 shares outstanding. This resulted in the weighted average number of shares turn out to be as much as 6,775,840,609 outstanding shares. In 2012, the Company has sold back all of the treasury shares,thereafter as of December 31, 2014, the weighted average number of shares become as much as 6,800,000,000 shares.

Laba bersih per saham dihitung dari laba tahun berjalan yang dapat diatribusikan kepada pemilik entitas induk dibagi dengan jumlah rata-rata tertimbang saham, dengan rincian sebagai berikut:

Earnings per share is calculated from profit of the current year attributable to owners of the parent divided by the weighted average of outstanding shares, with details as follows:

2014 Laba Bersih (Rupiah penuh) Rata-rata Tertimbang Saham Beredar (lembar) Laba Bersih Per Saham (Rupiah penuh)

2013

1,403,427,971,222 1,027,661,163,287 6,800,000,000

6,800,000,000

Net Income (full Rupiah) Weighted Average of Outstanding Shares (Shares)

206.39

151.13

Earnings per Share (full Rupiah)

48. Kebijakan Manajemen Risiko

48. Risks Management Policy

Bisnis Grup mencakup aktivitas pengambilan risiko dengan sasaran tertentu dengan pengelolaan yang profesional. Fungsi utama dari manajemen risiko Perusahaan dan Entitas Anak adalah untuk mengidentifikasi seluruh risiko kunci, mengukur risiko-risiko ini dan mengelola sistem manajemen resiko.

Business of the Group include risk - taking activities with certain target by professional management. The main function of the risk management of the Company and its Subsidiaries is to identify all key risks, to measure these risks and manage risk positions.

Grup mendefinisikan risiko keuangan sebagai kemungkinan kerugian atau laba yang hilang, yang disebabkan oleh faktor internal maupun faktor eksternal yang berpotensi negatif terhadap pencapaian tujuan Perusahaan.

The Group define financial risk as the possibility of loss or lost profit, caused by internal factors as well as external factors that potentially negative impact on achievement of Company goals.

Tujuan Grup dalam mengelola risiko keuangan adalah untuk mencapai keseimbangan yang sesuai antara risiko dan tingkat pengembalian serta meminimalisasi potensi efek memburuknya kinerja keuangan Perusahaan.

The purpose of the Group in managing financial risks is to achieve an appropriate balance between risk and returns and minimize potential adverse effects of the financial performance of the Company.

Risiko keuangan utama yang dihadapi Grup adalah risiko kredit, risiko suku bunga, risiko likuiditas, risiko nilai tukar mta uang asing dan risiko perubahan kebijakan pemerintah, kondisi ekonomi dan sosial politik. Perhatian atas pengelolaan

The main financial risks facing by the Group are credit risk, interest rate risk, liquidity risk, foreign currency exchange rates and the risk of changes in government policy, socio economic and political conditions. Attention to this risk

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risiko ini telah meningkat secara signifikan dengan mempertimbangan perubahan dan volatilitas pasar keuangan di Indonesia dan internasional.

management has increased significantly by considering changes and financial market volatility in Indonesia and internationally.

a. Risiko Kredit Risiko kredit adalah risiko dimana salah satu pihak atas instrumen keuangan akan gagal memenuhi kewajibannya dan menyebabkan pihak lain mengalami kerugian keuangan.

a. Credit Risk Credit risk is the risk that one party of a financial instrument will fail to meet its obligations and cause the other party suffered financial losses.

Instrumen keuangan Perusahaan yang mempunyai potensi atas risiko kredit terdiri dari kas dan setara kas di bank, piutang lain dan investasi tertentu. Jumlah eksposur risiko kredit maksimum sama dengan nilai tercatat atas akun-akun tersebut.

The Company's financial instruments that have the potential for credit risk consist of cash and cash equivalents in bank, other receivables and certain investments. Total maximum credit risk exposure equal to the carrying value of these accounts.

b. Risiko Mata Uang Risiko mata uang adalah risiko fluktuasi nilai instrumen keuangan yang disebabkan perubahan nilai tukar mata uang asing.

b. Currency Risk Currency risk is the risk of fluctuations in the value of financial instruments due to changes in foreign currency exchange rates.

Pendapatan, pendanaan dan sebagian besar biaya operasi dari Grup, dilakukan dalam mata uang Rupiah, oleh karena itu Grup tidak memiliki eksposur yang signifikan terhadap fluktuasi nilai tukar mata uang asing.

Revenue, funding and most of the operating costs of the Group, made in the Rupiah currency, and therefore the Group do not have significant exposure to fluctuations in foreign currency exchange rates.

c. Risiko Likuiditas Risiko Likuiditas adalah risiko di mana Grup akan mengalami kesulitan dalam rangka memperoleh dana untuk memenuhi komitmennya terkail dengan instrumen keuangan.

c. Liquidity Risk Liquidity risk is the risk in which the Group will experience difficulties in acquiring funds to meet commitments associated with financial instruments.

Grup mengelola risiko likuiditas dengan mempertahankan kas dan secara kas yang mencukupi untuk memungkinkan Grup dalam memenuhi komitmen Grup untuk operasi normal Grup. Selain itu Grup juga melakukan pengawasan proyeksi dan arus kas aktual secara terus menerus serta pengawasan tanggal jatuh tempo aset dan kewajiban keuangan.

The Group manages liquidity risk by maintaining cash and cash equivalents are sufficient to enable the Group to meet its commitment to the normal operation of the Group. In addition, the Group also controls the cash flow projections and actual and continuous monitoring maturity date of financial assets and liabilities.

d. Risiko Harga Risiko harga adalah risiko fluktuasi nilai instrumen keuangan sebagai akibat perubahan harga pasar, terlepas dari apakah perubahan tersebut disebabkan oleh faktor - faktor spesifik dari instrumen individual atau penerbitnya atau faktor-faktor yang mempengaruhi seluruh instrumen yang diperdagangkan di pasar.

d. Price Risk Price risk is the risk of fluctuations in the value of financial instruments as a result of changes in market prices, regardless of whether the change was caused by factors specific factors of the individual instruments or the issuer or factors affecting all instruments traded in the market.

Grup memiliki risiko harga terutama karena investasi Grup atas aset keuangan yang diklasifikasikan dalam kelompok tersedia untuk dijual. Grup mengelola risiko harga dengan melakukan pengawasan internal oleh manajemen secara berkelanjutan.

The Group has a price risk primarily because the Group's investment of financial assets classified as available for sale. The Group manages the price risk by performing internal control by management in a sustainable manner.

e. Risiko Suku Bunga Risiko bunga atas arus kas adalah risiko dimana arus kas masa datang suatu instrumen keuangan akan berfluktuasi akibat perubahan suku bunga pasar.

e. Interest Rate Risk Interest on the cash flow risk is the risk that future cash flows of a financial instrument will fluctuate due to changes in market interest rates.

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Eksposure terhadap suku bunga Grup dinilai rendah apabila ditinjau dari sisi Laporan Posisi Keuangan, namun Grup terus memonitor hal ini untuk meminimalkan dampak negatif terhadap perusahaan. Pinjaman yang dikeluarkan pada tingkat suku bunga variabel mengekspos Grup terhadap arus kas dari risiko tingkat suku bunga.

Group's exposure to interest rate is considered low when viewed from the side of the balance sheet, but continue to monitor these companies to minimize the negative impact on the company. Borrowings issued at variable interest rates expose the company to cash flows from interest rate risk.

f. Nilai Wajar Nilai wajar aset dan liabillitas keuangan diestimasi untuk keperluan pengakuan dan pengukuran atau untuk keperluan pengungkapan. Aset dan liabilitas keuangan Group yang diukur dan diakui pada nilai wajar adalah piutang dan utang derivatif.

f. Fair Value The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The Group’s financial assets and liabilities that are measured and recognised at fair value are derivative receivables and payables.

Nilai wajar untuk instrumen keuangan yang diperdagangkan di pasar aktif ditentukan berdasarkan kuotasi nilai pasar pada tanggal pelaporan. Kuotasi nilai pasar yang digunakan Grup untuk aset keuangan adalah harga penawaran (bid price), sedangkan untuk liabilitas keuangan menggunakan harga jual (ask price).

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current bid price, while financial liabilities use ask price.

Nilai wajar instrumen keuangan yang tidak diperdagangkan di pasar aktif ditentukan dengan menggunakan teknik penilaian tertentu. Teknik tersebut menggunakan data pasar yang dapat diobservasi sepanjang tersedia, dan seminimal mungkin mengacu pada estimasi. Apabila seluruh input signifikan atas nilai wajar dapat diobservasi.

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on estimates. If all significant inputs required to fair value an instrument are observable.

Jika satu atau lebih input yang signifikan tidak berdasarkan data pasar yang dapat diobservasi. Teknik penilaian tertentu digunakan untuk menentukan nilai instrumen keuangan mencakup:  Penggunaan harga yang diperoleh dari bursa atau pedagang efek untuk instrumen sejenis dan;  Teknik lain seperti analisis arus kas yang didiskonto digunakan untuk menentukan nilai instrumen keuangan lainnya.

If one or more of the significant inputs is not based on observable market data. Specific valuation techniques used to value financial instrument include:

Tabel di bawah ini menggambarkan nilai tercatat dan nilai wajar dari aset dan liabilitas keuangan:

The fair values of financial assets and liabilities, together with the carrying amounts, are as follow:

 The use of quoted market prices or dealer quotes for similar instruments and;  Other techniques, such as discounted cash flows analysis, are used to determine fair value for the remaining financial instruments

2014 Nilai Tercatat/ Nilai Wajar/ Carrying Value Fair Value Aset Keuangan Kas dan Setara Kas Investasi Jangka Pendek Piutang Lain-lain - Lancar Dana Ditetapkan Penggunaannya Aset Keuangan Lainnya

3,290,783,678 7,143,512 148,828,618 816,903,789 244,607,444

3,290,783,678 7,143,512 148,828,618 816,903,789 244,607,444

Financial Assets Cash and Cash Equivalents Short-Term Investments Other Receivables - Current Appropriated Funds Investments in Associates

Jumlah

4,508,267,041

4,508,267,041

Total

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For the Years Ended December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated) 2014 Nilai Tercatat/ Nilai Wajar/ Carrying Value Fair Value

Liabilitas Keuangan Utang Bank Jangka Pendek Utang Usaha Utang Kontraktor Utang Lain-lain Liabilitas Jangka Panjang yang Jatuh Tempo dalam Satu Tahun Utang Bank Liabilitas Pembebasan Tanah Utang Sewa Pembiayaan Provisi Pelapisan Jalan Tol Liabilitas Jangka Panjang-Setelah Dikurangi Bagian yang Jatuh Tempo dalam Satu Tahun Utang Bank Utang Obligasi Liabilitas Kerjasama Operasi Liabilitas Pembebasan Tanah Utang Sewa Pembiayaan Provisi Pelapisan Jalan Tol Liabilitas Jangka Panjang Lainnya Jumlah

610,499,778 191,675,486 990,488,834 73,661,131

610,499,778 191,675,486 990,488,834 73,661,131

43,161,208 1,500,719,209 15,484,840 209,396,402

43,161,208 1,500,719,209 15,484,840 209,396,402

6,484,840,290 6,144,430,063 22,206,213 1,369,223,143 34,479,992 156,712,195 819,424,909

6,484,840,290 6,144,430,063 22,206,213 1,369,223,143 34,479,992 156,712,195 819,424,909

Financial Liabilities Short-term Bank Loan Accounts Payable Contractors Payable Other Payables Current Maturities of Long - Term Liabilities Bank Loans Land Acquisition Liabilities Capital Lease Payable Provision for Overlay Long - Term Liabilities Net of Current Maturity Bank Loans Bonds Payable Joint Operation Liabilities Land Acquisition Liabilities Capital Lease Payable Provision for Overlay Other Long Term Liabilities

18,666,403,693

18,666,403,693

Total

Manajemen Permodalan Tujuan dari Grup dalam mengelola permodalan adalah untuk melindungi kemampuan entitas dalam mempertahankan kelangsungan usaha, sehingga entitas dapat tetap memberikan hasil bagi pemegang saham dan manfaat bagi pemangku kepentingan lainnya, dan untuk memberikan imbal hasil yang memadai kepada pemegang saham dengan menentukan harga produk dan jasa yang sepadan dengan tingkat risiko.

Capital Management The Group purpose in managing capital is to protect the ability of the entity in maintaining business continuity, so that entities can still deliver results for shareholders and benefits for other stakeholders, and to provide adequate returns to shareholders by pricing products and services that are commensurate with the level of risk.

Grup menetapkan sejumlah modal sesuai proporsi terhadap risiko. Perusahaan mengelola struktur modal dan membuat penyesuaian dengan memperhatikan perubahan kondisi ekonomi dan karakteristik risiko aset yang mendasari. Konsisten dengan Perusahaan lain dalam industri, Perusahaan memonitor modal dengan dasar rasio utang terhadap modal yang disesuaikan. Rasio ini dihitung sebagai berikut: utang neto dibagi modal yang disesuaikan. Utang neto merupakan total utang (sebagaimana jumlah dalam laporan posisi keuangan) dikurangi kas dan setara kas. Modal yang disesuaikan terdiri dari seluruh komponen ekuitas (meliputi modal saham, selisih kurs penjabaran laporan keuangan dalam valuta asing dan saldo laba). Selama tahun 2014, strategi Perusahaan tidak berubah yaitu mempertahankan rasio utang terhadap modal sebesar maksimum 5:1. Rasio utang terhadap modal pada 31 Desember 2014 adalah sebagai berikut:

The Group set a number of capitals in proportion to the risk. The Company manages its capital structure and makes adjustments taking into account changes in economic conditions and risk characteristics of the underlying asset. Consistent with other companies in the industry, the Company monitors capital on the basis of the ratio of adjusted debt to capital. This ratio is calculated as follows: net debt divided by adjusted capital. Net debt is total debt (as the amount in the statement of financial position) less cash and cash equivalents. Adjusted capital comprises all components of equity (including capital stock, foreign exchange translation adjustment of foreign currency and retained earnings). During the year 2014, the Company's strategy has not changed, namely, to maintain the debt to equity ratio at maximum 5:1. The ratio of debt to equity as at December 31, 2014 are as follows:

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Liabilitas Jangka Pendek Liabiltas Jangka Panjang Total Liabilitas Total Ekuitas Rasio Utang terhadap Ekuitas

4,312,916,751 16,120,035,609 20,432,952,360 11,424,995,629 1.8 : 1

49. Sumber Estimasi Ketidakpastian dan Pertimbangan Akuntansi yang Penting

Short-term Liabilities Long-term Liabilities Total Liabilities Total Equity Debt to Equity Ratio

49. Source of Uncertainty Estimation and Critical Accounting Judgements

Grup membuat estimasi dan asumsi mengenai masa depan. Estimasi dan pertimbangan yang digunakan dalam penyusunan laporan keuangan terus dievaluasi berdasarkan pengalaman historis dan faktor lainnya, termasuk ekspektasi dari peristiwa masa depan yang diyakini wajar. Walaupun estimasi ini dibuat berdasarkan pengetahuan terbaik manajemen atas kejadian dan tindakan saat ini, hasil yang timbul mungkin berbeda dengan jumlah yang diestimasi semula. Asumsi dan pertimbangan yang memiliki pengaruh signifikan terhadap jumlah tercatat aset dan liabilitas diungkapkan di bawah.

The Group makes estimates and assumptions concerning the future. Estimates and considerations used in the preparation of financial statements continue to be evaluated based on historical experience and other factors, including expectations of future events that are believed reasonable. Although these estimates are based on management's best knowledge of current events and actions, actual results may differ from those estimates. Assumptions and considerations have a significant effect on the carrying amount of assets and liabilities disclosed in below.

Estimasi dan Asumsi Akuntansi yang Penting Asumsi utama masa depan dan sumber utama estimasi ketidakpastian lain pada tanggal pelaporan yang memiliki risiko signifikan bagi penyesuaian yang material terhadap nilai tercatat aset dan liabilitas untuk tahun berikutnya diungkapkan di bawah ini. Perusahaan mendasarkan asumsi dan estimasi pada parameter yang tersedia pada saat laporan keuangan disusun. Asumsi dan situasi mengenai perkembangan masa depan mungkin berubah akibat perubahan pasar atau situasi di luar kendali Perusahaan. Perubahan tersebut dicerminkan dalam asumsi terkait pada saat terjadinya.

Estimation and Significant Accounting Assumption The main assumptions of the future and the main source of estimation uncertainty on another reporting date that have significant risk of material adjustment to the carrying value of an asset and a liability for the following year is disclosed below. The company based its assumptions and estimation on parameters that are available at the time the financial statements drawn up. Assumptions and the situation regarding future developments may change due to changes in the market or the situation beyond the control of the company. The changes are reflected in the related assumptions at the time of the occurrence.

Estimasi Umur Manfaat Aset Tetap dan Aset Takberwujud Hak Konsesi Pengusahaan Jalan Tol Perusahaan melakukan penelahaan berkala atas masa manfaat ekonomis aset tetap dan hak konsesi pengusahaan jalan tol berdasarkan faktor-faktor seperti kondisi teknis, perkembangan teknologi di masa depan dan masa konsesi. Hasil operasi di masa depan akan dipengaruhi secara material atas perubahan estimasi ini yang diakibatkan oleh perubahan faktor yang telah disebutkan di atas. Nilai tercatat asset tetap dan asset tidak berwujud disajikan di catatan 12 dan 13.

Estimated of Useful Lives of Property, Equipment, and Intangible Asset - Toll Road Concession Rights The Company periodically reviews the useful lives of the fixed assets and toll road concession rights expectation based on technical specification and technology development in the future and the length of concession. Operating results in the future will be affected by the estimated changes of those factors.Carrying amount of Property, Equipment, and Intangible Assets are disclosed in note 12 and 13.

Estimasi Marjin Konstruksi Interpretasi Standar Akuntansi Keuangan yang berlaku mensyaratkan pendapatan konstruksi diakui sebesar nilai wajarnya. Perusahaan menentukan profit atau margin konstruksi dalam menghitung nilai wajar pendapatan konstruksi tersebut berdasarkan estimasi terbaik manajemen yang dihitung dengan model tertentu.

Estimated of Construction Margin The accepted interpretation of accounting standard required that the construction revenue recognized at their fair value. The company determined the profit or construction margin in calculating the fair value of construction margin based on management estimation calculated in certain model.

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Imbalan Pasca Kerja Karyawan Nilai kini liabilitas imbalan pasca kerja tergantung pada beberapa faktor yang ditentukan dengan dasar aktuarial berdasarkan beberapa asumsi. Asumsi yang digunakan untuk menentukan biaya (penghasilan) pensiun neto mencakup tingkat diskonto. Perubahan asumsi ini akan mempengaruhi jumlah tercatat imbalan pasca kerja.

Post-Employment Employee Benefits The present value of post-employment benefits liability depends on several factors which are determined by actuarial basis based on several assumptions. Assumptions used to determine the cost (income) includes net pension discount rate. Changes in these assumptions will affect the carrying amount of post-employment benefits.

Perusahaan dan entitas anak menentukan tingkat diskonto yang sesuai pada akhir periode pelaporan, yakni tingkat suku bunga yang harus digunakan untuk menentukan nilai kini arus kas keluar masa depan estimasian yang diharapkan untuk menyelesaikan liabilitas. Dalam menentukan tingkat suku bunga yang sesuai Perusahaan dan entitas anak mempertimbangkan tingkat suku bunga obligasi pemerintah yang didenominasikan dalam mata uang imbalan akan dibayar dan memiliki jangka waktu yang serupa dengan jangka waktu liabilitas yang terkait.

The Company and subsidiary determining the appropriate discount rate at the end of the reporting period, namely the interest rate should be used to determine the present value of future cash outflows expected to settle estimasian liability. In determining the appropriate interest rate, the Company and subsidiary companies considering an interest rate of government bonds denominated in the currency exchange will be paid and have a similar time with a corresponding liability period.

Asumsi kunci liabilitas imbalan pasca kerja sebagian ditentukan berdasarkan kondisi pasar saat ini.

Other key assumption for post employment benefirs liabilities are based in part on current market condition.

Provisi Pelapisan Jalan Tol Biaya pelapisan ini akan dicadangkan secara berkala berdasarkan estimasi seiring dengan penggunaan jalan tol oleh pelanggan. Provisi diukur dengan nilai kini atas estimasi manajemen terhadap pengeluaran yang diperlukan untuk menyelesaikan liabilitas kini pada tanggal pelaporan.

Provision for Overlay The cost of this overlay will periodically be provision based on estimation with the utilization of toll road by customers. This provision is measured using the present value of management‘s estimate of expenditures required to settle present obligation at the reporting date.

Pertimbangan Penting dalam Penentuan Kebijakan Akuntansi Pertimbangan berikut ini dibuat oleh manajemen dalam rangka penerapan kebijakan akuntansi Perusahaan yang memiliki pengaruh paling signifikan atas jumlah yang diakui dalam laporan keuangan.

Significant Judgments in Determination of Accounting Policy These following judgments were made by management in order the adoption of accounting policy of the company which has the most significant impact on the recognized amount in financial statement.

Klasifikasi Aset dan Liabilitas Keuangan Perusahaan menetapkan klasifikasi atas aset dan liabilitas tertentu sebagai aset keuangan dan liabilitas keuangan dengan mempertimbangkan bila definisi yang ditetapkan oleh standar akuntansi dipenuhi. Dengan demikian, aset keuangan dan liabilitas keuangan diakui sesuai dengan kebijakan akuntansi Perusahaan seperti diungkapkan pada Catatan 2.d.

Classification Financial Asset and Liability The Company determines the classifications of certain assets and liabilities as financial assets and financial liabilities by judging if they meet the definition set forth in the accountant standards. Accordingly, the financial assets and financial liabilities are accounted for in accordance with the Company’s accounting policies disclosed in Note 2.d.

Pengakuan dan Pengukuran Aset Takberwujud Hak Konsesi Pengusahaan Jalan Tol Perusahaan mengakui aset takberwujud sejauh Perusahaan memiliki hak (lisensi) untuk membebankan pengguna jasa publik. Suatu hak untuk membebankan pengguna jasa publik. Suatu hak untuk membebankan pengguna jasa publik bukan merupakan hak tanpa syarat untuk menerima kas karena jumlahnya bergantung pada sejauh mana publik menggunakan jasa.

Recognition and Measurement of Intangible Asset – Toll Road Concession Rights The company recognized intangible assets to the extent that the company owned right (license) to charge the public. A right to charge users of the public service. A right to charge users of the public service is not an unconditional right to receive cash because the amount depends on the extent to which the public using the service.

Sifat imbalan yang diberikan oleh pemberi konsesi kepada Perusahaan akan ditentukan dengan mengacu pada syarat kontrak dan, jika ada, hukum kontrak yang relevan.

The nature of the rewards given by the concession principal to the Company will be determined by reference to the terms of the contract and, if applicable, the relevant contract law.

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Reklasifikasi pada Saat Transisi Berdasarkan rencana bisnis yang merupakan bagian tidak terpisahkan dari Perjanjian Pengusahaan Jalan Tol yang mengikat keseluruhan aset yang diperjanjikan sebagai satu kesatuan aset, maka gedung kantor termasuk aset dalam kategori yang menyatu dengan jalan tol, sehingga direklasifikasikan sebagai bagian aset takberwujud konsesi jasa pengelolaan jalan tol.

Reclassification during Transition Based on a business plan that is inseparable part from the toll road concession agreement which binds all assets that are enforced as a single entity, the Office building including assets in the category which merges with the highways, so its reclassified as a part of intangible asset of toll road service concessions.

Aset Takberwujud Lainnya Hak konsesi jalan tol mulai berlaku efektif sejak diterbitkan Surat Perintah Mulai Kerja (SPMK) oleh BPJT, sehingga biaya-biaya yang dikeluarkan sebelum kegiatan konstruksi dimulai atau biaya pra konstruksi jalan tol, termasuk biaya pembebasan lahan atau tanah ditangguhkan dan belum diklasifikasikan sebagai aset takberwujud - konsesi jasa pengusahaan jalan tol.

Other Intangible Asset The toll road concession rights effective from order start working letter published by BPJT, so that the costs incurred before the construction activities started or pre-construction costs of toll roads, including the cost of land or soil acquisition suspended and has not been classified as intangible asset of toll road service concessions.

50. Aktivitas Non Kas

50. Non Cash Activities

Informasi tambahan atas laporan arus kas terkait aktivitas investasi non kas adalah sebagai berikut:

Supplemental cash flows information of non cash investing activities is as follows:

2014 Rp

2013 Rp

Aset Sewa Pembiayaan Aset Takberwujud Hak Pengusahaan Jalan Tol

--

4,697,319

24,757,377

89,890,149

Capital Lease Assets Intangible Assets Toll Road Concession Rights

Jumlah

24,757,377

94,587,468

Total

51. Peristiwa Setelah Periode Pelaporan

51. Event After Reporting Period

Sesuai dengan Berita Acara RUPSLB yang disahkan dengan akta notaris dari Aryanti Artisari, S.H., M.Kn., PT Jakarta Propertindo memutuskan, salah satunya, mengangkat Bapak Ir. Abdul Hadi Hs., M.M. sebagai Direktur Utamanya. Terkait hal tersebut, Bapak Ir. Abdul Hadi Hs., M.M telah mengundurkan diri sebagai Direktur Pengembangan Usaha Perusahaan sesuai dengan Surat No. DA.03 tanggal 21 Januari 2015. Perusahaan melalui Surat No. AA.KP05.83 tanggal 22 Januari 2015 telah menunjuk Bapak Ir. Hasanudin, M.Eng. Sc. sebagai pejabat pengganti sementara sampai dengan diselenggarakannya RUPS Perusahaan.

In accordance with the Minutes of the Extraordinary General Meeting Of Shareholders which authorized by notarial deed of Aryanti Artisari, S.H, M.Kn., PT Jakarta Propertindo decided, among other things, appointed Mr. Ir. Abdul Hadi Hs., M.M. as its CEO. Related to that, Mr. Ir. Abdul Hadi Hs., M.M., has resigned as the Director of Business Development of the Company as stated in the Letter No. DA.03 dated January 21, 2015. The Company by Letter No. AA.KP05.83 dated January 22, 2015 has appointed Mr. Ir. Hasanuddin, M.Eng. Sc. as the temporary substitute functionary until the Company holds the next General Meeting Of Shareholders.

Susunan Direksi dan Komisaris Perusahaan per tanggal 22 Januari 2015 sebagai berikut:

The Company’s Board of Directors and Commissioners as of January 22, 2015 are as follows:

Direktur Utama Direktur Operasi Direktur Keuangan Direktur Pengembangan Usaha Direktur Sumber Daya Manusia dan Umum

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Direksi/Directors Ir. Adityawarman Ir. Hasanudin, M.Eng.Sc Ir. Reynaldi Hermansjah Ir. Hasanudin, M.Eng.Sc (PLT) Ir. Muh. Najib Fauzan, Msc

127

President Director Operation Director Finance Director Business Development Director Human Capital Affairs Development Director

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Komisaris Utama Komisaris Komisaris Komisaris Komisaris (Komisaris Independen) Komisaris (Komisaris Independen)


Komisaris/ Commissioners Ir. Agoes Widjanarko, MIP Ibnu Purna Muchtar, S.E, MA Dr. Boediarso Teguh Widodo,M.E. Prof. Dr. Akhmad Syakhroza Mayjen. (Purn) Samsoedin Irjen Polisi (Purn) Drs. Michael Dendron Primanto, SH, MH

52. Standar Akuntansi Baru

President Commissioner Commissioner Commissioner Commissioner Commissioner (Independent Commissioner) Commissioner (Independent Commissioner)

52. New Prospective Accounting Standards

Standar baru, revisi dan interpretasi yang telah diterbitkan, namun belum berlaku efektif untuk tahun buku yang dimulai pada atau setelah tanggal 1 Januari 2014 adalah sebagai berikut: PSAK 1 (revisi 2013) “Penyajian Laporan Keuangan”

New standards, amendments and interpretations issued but not yet effective for the financial year beginning 1 January 2014 are, as follows:

-

PSAK 4 (revisi 2013) “Laporan Keuangan Tersendiri” PSAK 15 (revisi 2013) “Investasi pada entitas asosiasi dan ventura bersama” PSAK 24 (revisi 2013) “Imbalan Kerja” PSAK 46 (revisi 2013) “Pajak Penghasilan” PSAK 48 (revisi 2013) "Penurunan Nilai” PSAK 50 (revisi 2013) “Instrumen Keuangan: Penyajian” PSAK 55 (revisi 2013) “Instrumen Keuangan: Pengakuan dan Pengukuran” PSAK 60 (revisi 2013) “Instrumen Keuangan: Pengungkapan” PSAK 65 “Laporan Keuangan Konsolidasian” PSAK 66 “Pengaturan Bersama” PSAK 67 “Pengungkapan Kepentingan dalam Entitas Lain” PSAK 68 “Pengukuran Nilai Wajar ISAK 26 (revisi 2013) “Penilaian Ulang Derivative”

-

Pencabutan PSAK 12 (revisi 2009) “Bagian Partisipasi Ventura Bersama” Pencabutan ISAK 12 "Pengendalian bersama Entitas: Kontribusi Non Moneter oleh Venturer" Pencabutan ISAK 7 "Konsolidasi Entitas Bertujuan Khusus"

-

-

-

-

-

PSAK 1 (revised 2013) “Presentation of Financial Statements” PSAK 4 (revised 2013) “Separate Financial Statements” PSAK 15 (revised 2013) “Investment in Associates and Joint Ventures” PSAK 24 (revised 2013) “Employee Benefits” PSAK 46 (revised 2013) “Income Taxes” PSAK 48 (revised 2013) “Impairment” PSAK 50 (revised 2013) “Financial Instrument: Presentation” PSAK 55 (revised 2013) “Financial Instrument: Recognition and Measurement" PSAK 60 (revised 2013) "Financial Instrument: Disclosure” PSAK 65 “Consolidated Financial Statement” PSAK 66 “Joint Arrangements” PSAK 67 “Disclosure of Interests in Other Entities” PSAK 68 “Fair Value Measurement” ISAK 26 (revised 2013) “Revaluation of Embedded Derivative” Withdrawal of PSAK 12 (revised 2009)“Interest in Joint Venture” Withdrawal of ISAK 12 "Jointly controlled entities: Non Monetary Contribution by Venturers" Withdrawal of ISAK 7 "Consolidation - Special Purpose Entities"

Revisi, standar baru dan pencabutan atas standar di atas akan berlaku efektif pada tahun buku yang dimulai 1 Januari 2015 dan penerapan dini tidak diperkenankan.

The revised, new standards and withdrawal of standards above will become effective for the annual period beginning 1 January 2015 and early adoption is not permitted

Pada tanggal pengesahan laporan keuangan konsolidasian, manajemen masih mempelajari dampak yang mungkin timbul dari penerapan SAK baru dan revisi tersebut terhadap laporan keuangan konsolidasian.

As at the authorisation date of these consolidated financial statements, the management still evaluating the potential impact of these new and revised PSAK to its consolidated financial statements.

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53. Reklasifikasi Akun

53. Reclassification of Accounts

Beberapa Akun dalam laporan keuangan konsolidasian pada tanggal dan untuk tahun yang berakhir pada tanggal 31 Desember 2013 dan 2012 telah direklasifikasi agar sesuai dengan penyajian laporan keuangan konsolidasian pada tanggal dan untuk tahun yang berakhir pada tanggal 31 Desember 2014.

Certain accounts in the consolidated financial statements as of and for the year ended December 31, 2013 and 2012 have been reclassified to conform with the presentation of the consolidated financial statements as of and for the year ended December 31, 2014.

Rincian reklasifikasi akun tersebut adalah sebagai berikut

The detail of the accounts reclassification are as follows:

31 Desember/ December 2013 Sebelum Reklasifikasi/ Setelah Reklasifikasi/ Reclassifications Reklasifikasi/ Before After Reclassifications Reclassifications Rp Rp Rp Laporan Posisi Keuangan Konsolidasian Liabilitas Utang Bank Jangka Pendek Liabilitas Jangka Panjang yang Jatuh Tempo dalam Satu Tahun: Utang Bank

--

655,840,348

655,840,348

951,057,511

(655,840,348)

295,217,163

Consolidated Statement of Financial Position Liabilities Short-term Bank Loan Current Portion of Long - Term Liabilities: Bank Loan

31 Desember/ December 2012 Sebelum Reklasifikasi/ Setelah Reklasifikasi/ Reclassifications Reklasifikasi/ Before After Reclassifications Reclassifications Rp Rp Rp Laporan Posisi Keuangan Konsolidasian Liabilitas Utang Bank Jangka Pendek Liabilitas Jangka Panjang yang Jatuh Tempo dalam Satu Tahun: Utang Bank

--

1,380,028,297

1,380,028,297

1,640,778,297

(1,380,028,297)

260,750,000

Consolidated Statement of Financial Position Liabilities Short-term Bank Loan Current Portion of Long - Term Liabilities: Bank Loan

54. Tanggung Jawab Manajemen atas Laporan Keuangan Konsolidasian

54. The Management’s Responsibility on the Consolidated Financial Statements

Manajemen Perusahaan bertanggung jawab atas penyusunan dan penyajian laporan keuangan konsolidasian yang diotorisasi untuk terbit tanggal 28 Januari 2015.

The Company’s management is responsible for the preparation and presentation of the consolidated financial statements that were authorized for issued on January 28, 2015.

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2014

ANNUAL

REPORT

PT Jasa Marga (Persero) Tbk. Plaza Tol Taman Mini Indonesia Indah Jakarta, 13550 Indonesia Telp. : +6221 841 3630, +6221 841 3526 Fax. : +6221 841 3540 Email : [email protected]

www.jasamarga.com

Connectivity. for Driving Growth ANNUAL REPORT PT Jasa Marga (Persero) Tbk. PT Jasa Marga (Persero) Tbk Annual Report

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