2015 · laporan tahunan 2015. pt jasa marga ( persero) tbk. 2015 annual report 1 i n developing the...

annual report2015

Developing Infrastructure to Accelerate National Economic Growth

2 pt Jasa Marga (persero) tbk. laporan tahunan 2015

1pt Jasa Marga (persero) tbk. 2015 annual report

In developing the economy of a nation, infrastructure is the catalyst that is needed. The existence of a good infrastructure in a particular area can be a driving force for economic growth in the region. The role of infrastructure to the development of the area and the city has a very significant contribution, both in aspects of the economy, social, as well as environmental sustainability.

The availability of infrastructure can improve people’s access to resources, which helps improve productivity and efficiency and ultimately boost economic growth. Economic growth is one indicator in assessing the results of development that has been carried out and is also useful for determining the direction of development in the future. A positive economic growth shows that there is an improvement in the economy.

Jasa Marga as one of the State Owned Companies (SOEs) engaging in provding toll road infrastructure service, has played an important position in the national economic growth through the development and operation of toll roads to smoothen the flow of goods and people as well as serving as a catalyst in develop the structure of a region’s spatial development.

In the period until 2019, the development of toll roads has become one of the priorities of the infrastructure development. The government has targeted the development of infrastructure by developing additional

Developing Infrastructure to Accelerate National Economic Growth

toll roads along the 1000 km. Jasa Marga is committed to contribute to realizing the target achievement through the development potential toll road routes that can be developed be built.

The ongoing commitment of Jasa Marga is an effort which is in line with the vision and mission of Jasa Marga to still strive to become reliable and superior toll road operator. Jasa Marga is currently continuing to finalize the development of sections of toll road concessions that are already owned by the company amd are in the middle of development. Until end of 2015 Jasa Marga owns toll roads that are aready in operation totaling 590 km and projected to increase to 987 km to 2018.

With continued expansion of the length of toll roads that are in operations, will connect one region with other regions in Indonesia. The presence of toll road also streamlines production processes, market and end consumption, improve social welfare and the environment, and in the end it will stimulate economic growth. Good and realized infrastructure development becomes one of keys and the drivers of economic growth.

Through the experience, ability and adequate resources, Jasa Marga is ready to realize the construction of infrastructures that promote national economic growth.

2 PT Jasa Marga (Persero) Tbk. 2015 annual rePorT

Jasa Marga Profile Management Discussion and Analysis

Highlights 2015 Development of New Projects

Management Report

Management Report Management Discussion and Analysis

Developing Infrastructure to Speed up National Economic Growth 1Content 2

Profile of Jasa Marga 4Identity of Jasa Marga 4Logo of Jasa Marga 6Vision and Mission of Jasa Marga 7Values and Culture of Jasa Marga 8

Statement Regarding Corporate Culture of the Company

8

Principles of Culture of Jasa Marga 9

Dissemination of Corporate Values 10

Jasa Marga in Brief 12Important Milestone of Jasa Marga 12

Brief History of Jasa Marga 14

Business Process of Jasa Marga 16

Development of Toll Road Industry in Indonesia

18

Business Development of Jasa Marga 18

Organizational Structure of Jasa Marga 20Main Shareholders, Subsidiary Entities and Associate Entities

22

Corporate Structure of Group Jasa Marga 22

Subsidiary Entities 23

About Subsidiary Entities 24

Associates Entities 27

Areas of Operation and New Toll Road Projects

28

Concessions Owned by the Company 29

Profiles of Board of Commissioners, Directors, Committees and Senior Officials of Jasa Marga

34

Profiles of Board of Commissioners 34

Profiles of Directors 36

Profiles of Audit Committee 38

Profiles of Committee for Nomination, Remuneration and Risks

39

Profiles of Senior Officials of Jasa Marga

Addresses of Branch Offices, Subsidiaries and Associate Entities

46

Supporting Agencies and Professions 48Website of Jasa Marga 49

Highlights 2015 50Financial Highlights 2011-2015 50Operational Highlights 2011-2015 52Shares Highlights 53 Shares Highlights 53

Shares of JSMR 53

Condition of Capital Market and Performance of JSMR in 2015

56

Bonds Highlights 57Chronology of Shares Listing and Bonds Issuance of Jasa Marga

58

Chronology of Shares Listing of Jasa Marga 58

Chronology of Bonds Issuance of Jasa Marga 58

Composition of Shares Ownership JSMR 59Composition of Jasa Marga Shares by Board of Commissioners, Directors and Employees

60

Twenty largest Shareholders of Jasa Marga 60

Ten Largest Bondholders of Jasa Marga 61

Highlights 2015 62Certificates and Awards 2015 68Certification 72

Management Report 74Board of Commissioner Report 76

Changes of Composition of Board of Commissioner

77

Overview on Prospect of Company Business Prepared by Directors and Its Consideratiosn

80

Performance Assessment of Committees Under Board of Commissioners

80

Directors Report 82Changes in the Board of Directors Composition

84

Analysis of Company Performance 84

Company’s Future Business Prospects 86

Implementation of Good Corporate Governance Continuously

87

Corporate Social Responsibility 87

Assessment of Performance Under the Board of Directors

87

Management Discussion and Analysis 88General Overview 91Company Performance Overview vs Toll Road Industry

92

Operational Review per Business Segment 92Basis for Division of Business Segment of Jasa Marga

92

Development Strategy for Toll Road Business Segment

93

Performance of Business Segments of the Company in 2014 and 2015

94

Operating Toll Road Business Segment 94

Development of Other Business Segment 114

Analysis of Comprehenive Financial Performance

115

Report on Consolidated Comprehensiff Profit and Loss

115

Consolidated Financial Statements Report 126

Consolidated Cash Flow Report 144

Ability to Repay Debt and Collectible Receivable 146

Capital Structure 147

Comparison of 2015 Targets and 2015 Realizations

147

Target/Projection To Be Achieved in 2016 147

Material Binding for Capital Goods Investments

147

Information and Material Facts Occurring After the Date of the auditor’s report

147

Business Prospects, Industry Condition and Economic Condition

148

Marketing Strategy and Market Share 148

Dividend Policy and Cash Dividend Payment 148

Realization of the Use of Public Offering Proceeds

149

Material Increase/Decrease of Net Profit Related with Sales Volume or New Services

151

Material Information Concerning Investment, Expansion, Divestment, acquisition and restructuring of the debt / equity

151

Transaction Information Material Conflict of Interest and/or transactions with affiliated parties

151

Changes of Laws that Have Significant Influence on the Company

151

Changes in Accounting Policies, Reason and Its Impact on the Financial Statements

151

Development of New Projects 157Toll Road Business Development 157

Prospect of Toll Road Industry 157

Development of the Company’s Toll Roads 157

Performance of Toll Road Development in 2015

159

Performance Target for 2016 173

Development of Other Business 173Development of Toll Road Maintenance Services By PT Jasa Layanan Pemeliharaan

174

Development of Operational Services of Toll Roads By PT Jasa

174

Layanan Operasi 174

Development of Rest Area and Services (TIP) 175

Development of High Speed Train Jakarta-Bandung by PT Pilar Sinergi BUMN Indonesia

175

Development of Human Capital 176

Human Capital Management 176Transformation of Human Capital: Developing Performance

179

Organizational Effectiveness 180Employee Engagement Survey 181

Planning and HC Recruitment 182Development of Competence and Employee Performance

183

Policy on Directors’ Succession 187

Performance Management System and Employee CompetenceEmployee Carrier Development Based on Competence

189

Employee Welfare 192Industrial Relation and Freedom for UnionPost Employment Benefits 195Management of Outsourcing Workers 196Employee Productivity 196Awards Related with Human Capital Management

196

Management of Human Capital Transformation

197

Cost of Human CapitalGood Corporate Governance 198

Legal Basis for Implementation of Jasa Marga’s GCG

201

GCG Socialization and Internalization 203

Jasa Marga’s Commitment in Implementation of GCG

204

Purposes of the Implementation of Jasa Marga GCG

205

Application Guideline of Corporate Governance of Public Company 2015

205

Assessment Results of the Implementation of Jasa Marga GCG

210

Structure, Policy and Corporate Governance Implementation Mechanism

214

Governance Mecanism 2016 216

8874

Content

3PT Jasa Marga (Persero) Tbk. 2015 annual rePorT

Corporate Social Responsibility

Human Capital Management

Good Corporate Governance

Statement of Members of the Board of Commissioners and Directors on the Responsibility for Annual Report 2015

Consolidated Financial Report

Glossary

Corporate Governance Corporate Social Responsibility

Shareholders Meeting 2017Shareholders of Jasa Marga 217

Rights & Responsibilities of Shareholders 217

GMS Planning Proccess 217

Shareholders General Meeting In 2015 218

Requirements for Quorum and Attendance of Board of Commissioners and Directors

221

Question and Answer 222

Meeting Resolutions and Votings 222

Agenda, Decisions, Voting Results and Follow Up of Annual GMS Decisions

223

Board of Commissioners 230Composition of Board of Commissioners 230

Guidelines and Work Manual of Board of Commissioners

231

Terms and Diversity of Composition of the Board of Commissioners

231

Duties and Responsibilities of the Board of Commissioners

233

Independence of Board of Commissioners and Independent Commissinoers

201

Affiliate Relations and Positions in Other Companies

242

Dual Positions and Conflicts of Interest 242

Training/Competence Development Program for Board of Commissioners

243

Meetings of the Board of Commissioners 243

Decisions of the Board of Commissioners in 2015

246

Monitoring and Evaluation on the Follow-up of the Decisions of BOC-Directors Meeting in 2015

246

Achievement of Key Performance Indicators (KPI) BOC 2015

246

Procedures, Basis Determination and amount of remuneration of Board of Commissioners

247

Committees under the Board of Commissioners

248

Directors 249Composition of Directors 249

Employment Guidelines and Rules of Conduct for Directors

250

Duties and Responsibilities of Directors 252

Independence of Directors and Independent Director

258

Criteria Independent Director 259

Affiliation Relation and Management Position in Other Companies

259

Dual Positions and Conflicts of Interest 260

Training and Competence Development Program Directors

261

Board of Directors Meeting 261

Decisions of the Board of Directors in 2015 264

Achievement of Key Performance Indicators (KPI) of Board of Directors in 2015

264

Procedures, Basis for Determination and Amount of Remuneration of Directors

265

Relations of Board of Commissioners and Directors

267

Affiliate Relations of Board of Commissioners and Directors

271

Assessment of Board of Commissioners and Directors 271

Implementation of Assessment Process 271

Performance Assessment Criteria 271

Results of GCG Assessment of BoC and Board of Directors

272

Indicators of Performance Assessment of Directors

272

Parties which Conduct Assessment 273

Committees 274Audit Committee 274

Committee for Nomination, Remuneration and Risk

279

Secretary of the Board of Commissioners 286Corporate Secretary 286

Organizational Structure of Corporate Secretary

286

Implementation of Duties of Corporate Secretary

287

History Position and Development Competency

287

Profile of Corporate Secretary 288

Internal Audit Unit 289 Appointment and Dismissal of Head of Internal Audit

289

Structure and Position of Internal Audit Unit 289

Work Guidelines Internal Audit 290

Code of Conduct of Internal Auditor 290

Duties and Responsibilities of Internal Audit 291

Competence Development of Human Resources of Internal Audit and Audit Professional Certification

291

Report of Internal Audit Unit Activity in 2015 292

Audit Results of Internal Audit Unit 293

Other Audit Supporting Activities 293

Performance Evaluation of Internal Audit Unit 293

Internal Control System of the Company 294Familiarization for Understanding SPIP Framework

294

Review on Effectiveness of the Company’s Internal Control System

294

Risk Management ReportRisk Management Development of Jasa Marga

296

Risk Management Policy 296

Risk Management Governance Structure 298

Corporate Risk and Its Management 301

Top Risks RKAP 2015 per Sector 301

Implementation of Risk Management Work Programme 2015

305

Important Legal Cases 310Land Cases 311

Corporate cases 313

Other Cases 314

Legal Disputtes in Subsidiaries 315

Legal cases Encountered by Board of Commissioners and Board of Directors

315

Information on Administrative Sanctions 316Compliance to New Regulations

Code of ethic 317Principles of the Code of Conduct 317

Content and Implementation of Code of Conduct

318

Employee Stock Ownership Program and/or Management

320

MSOP / ESOP Program of Jasa Marga 320Number of Shares ESA 320

Period of ESA 320

Terms of Employees and/or Management that Are Entitled

320

Exercise Price 320

Violation Reporting System (Whistleblowing System)

321

Violation Reporting System Management (Whistleblowing system)

321

Preparation for Creating Whistleblowing System

321

Purpose, Objectives and Benefits of Whistleblowing System

322

Whistleblowing System Dissemination 322

Scope Whistleblowing System 322

Facility for Submission of Violations Report 323

Handling Mechanism for Violations Report 323

Flow System for Reporting Violations 323

Protection of Informant 324

Whistleblowing System Implementation in 2015

324

Consistency GCG Implementation 325Equal Treatment to All Shareholders 325

Procurement of Goods and Services 325

Information Technology Governance 327

External Auditor 331Process of Appointment of the External Auditor

331

Other Services 331

Access to Information and Data of the Company

333

Corporate Social responsibility 334Strategy and General Policies 337Corporate Responsibility towards Environment

338

Policies 338

Realized Activities 339

Corporate Responsibility on Employment, Safety and Occupational health 3

40

Employment 340

Safety and Occupational Health 3 45

Social Responsibility Report 349Commitment of Jasa Marga on Social & Environmental Responsibility

349

Social and Community Development 349


Responsibilities to Consumers 357Policy 355


Consumer Protection 357

Management’s Responsibility for Annual Report 2015

361

Attachment 364Glossary 364Cross Reference to Bapepam-LK Regulation No. X.K.6

365

Consolidated Financial Report

198 334




Management Report

Jasa Marga Profile

Identity of Jasa MargaInformation about the Company’s Establishment Date of Establishment: March 1, 1978Legal Basis for Establishment:Government Regulation No. 04 1978Authorized Capital: Rp 9.52 trillionIssued and Full Paid Capital: Rp 3.4 trillion

Stock informationOwnership: The Indonesian government 70%Public : 30%Stock Name: The Indonesia Stock Exchange (IDX)IPO Date: 12 November 2007Stock Code:IDX / IDX: JSMRBloomberg: JSMR IJReuters: JSMR.JK

Name and PositionCompany namePT Jasa Marga (Persero) Tbk.Position: Based in Jakarta

Head OfficeAddress: Plaza Tol Taman Mini Indonesia IndahJakarta 13550 IndonesiaTel. 62-21 841 3526, 841 3630Faks. 62-21 841 3540Email: [email protected],[email protected]: www.jasamarga.com

Traffic Information Center and Other Services JMTIC (Jasa Marga Traffic Information Center)

Call Center 14080






Glossary Consolidated Financial Report

BUSINESS ACTIVITIES Business Activities Based on Articles of AssociationIn accordance with the Articles of Association that has been published in Supplement No. 27404 of the Official Gazette of the Republic of Indonesia on December 12, 2008 No. 100, and amendments thereto Deed No. 33 dated April 5, 2011 were made before Mrs. Poerbaningsih Adi Warsito, SH., Notary in Jakarta following the approval of the Minister of Justice and Human Rights No. AHU-20288.AH.01.02 Year 2011 dated April 21, 2011 and Deed No. 95 dated June 21, 2012, which was made before Mrs. Poerbaningsih Adi Warsito, SH., Notary in Jakarta following receipt of the notification letter from the Directorate General of General Law Administration of the Ministry of Human Rights No. AHU.AH.01.10-25313 dated July 10, 2012 and the Deed No. 61 dated March 26, 2015 made before Ir. Nanette Cahyanie Handari Adi Warsito, SH., Notary in Jakarta and the Letter of Acceptance Notice of Amendment from Acting Director General Law Administration of the Ministry of Human Rights No. AHU-AH.01.03-0019825 dated March 27, 2015 and have been registered in the Company Register No. AHU-0036530.AH.01.11. Year 2015 dated March 27 In 2015, the purpose and objectives of the Company are participating in implementing and supporting policies and programs of the Government in the economic and national development in general, especially in the field of toll road concession along with supporting facilities by applying the principles of limited liability company.

Business Operations that are Carried OutTo achieve the objectives, the Company is carrying out the following activities:

Main Business Activities1. Performing technical planning, construction, operation

and/or maintenance of toll roads. 2. 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, either solely or in cooperation with other parties.

Supporting Business Activities 1. The field of property development in areas near toll

road corridor.2. The field of services development for businesses

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

3. The field of trade and services for construction, maintenance and toll road operation.




Management Report

The configuration of road forms the letter “J” (the first letter of the name of the Company) reflecting the Company’s historical journey and creating the its image of being more dynamic.

The colors blue and yellow on the logo reflects hope and the future along with spirit and committment.

The ball in the color of blue signifies Jasa Marga heading towards a company with global standard. Toll road services are continuously developed to meet such standard.

Logo of Jasa Marga

1978 - 1993

1993-2007

2007-2015

Year Logo

Jasa Marga Logo Change from Time to Time







Vision & Mission and Strategy Jasa MargaThe 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 Company1. 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.

Evaluation of RJPP 2013-2015

Since the adoption of the Vision and Mission of the Company in 2013, the Company has undertaken strategic moves in order to achieve Vision for 2017 “To become a leading company in the development and operation of toll roads in Indonesia.”

Periodically, the Company reviews its Long Term Plan (RJPP). Reviewing the RJPP is considered important considering the rapid development of toll road industry in Indonesia. In 2014 and 2015, a review was carried out on the following aspects:

Business development• DevelopmentofTollRoadBusiness In 2015, the Company manages to add three toll

road concession rights with the acquisition of Solo-Ngawi, Ngawi Kertosono, and Cinere-Serpong Toll Roads. With the addition of three toll roads, the Company has the concession rights for toll roads with a total length of 987 km of toll roads in operation along the 590 km. This makes the Company to maintain its position as the leader in Indonesian toll road industry with a market share of toll roads that are in operation at 63% of the total length of toll roads that are in operation in Indonesia.

• OtherBusinessDevelopment To support the toll road business which continues

to grow in the future, in 2015, the Company established PT Jasa Layanan Operasi which engages in the business operation of both the toll road owned by the Company or toll roads owned by other companies.

OperationalThe Company is committed to continue to provide the best service for toll road users to operate the toll road that is efficient, safe, quality by continuously adding the numbers of Automatic Toll Gate (GTOs), Traffic Information Signs (VMS), CCTV and fulfillment of minimum service standards (SPM).

FinanceTo support the financing, the Company has issued bonds amounting to Rp 2.1 trillion in 2013 and Rp 1 trillion in 2014 used for the expansion of the toll roads and refinancing of maturing bonds. While in the midst of rising interest rates in 2015, the Company defered the issuance of bonds and to borrow working capital loans to meet the Company’s financing needs as interest rate was higher.

Human ResourcesTo support business growth of toll roads in the coming years, the Company is committed to prepare cadres by recruiting new employees and conduct education and training to provide scholarships to high performing employees.

With these efforts, the Company is optimistic to achieve the vision for 2017, “To become a leading company in the development and operation of toll roads in Indonesia.”

VISIoN of JASA MARGAVision Year 2017

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

Vision for the year 2022

To become one of the leading companies in Indonesia.

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.

Leading Company is defined with the following characteristics:• Havingrelativelyhighfinancialsoundnessintheindustryandprovidinglong-terminvestmentvalue.• Becomingmarketleaderintheindustry.• Constantlymakinginnovationinordertoprovideexcellentqualityofproductsandservices.• Havingsocialresponsibilitytothecommunityandenvironment.• HavingqualifiedManagement• BecomingrolemodelinHumanCapitalmanagementtoothercompaniesandbeingchosenastheplaceforhavinga

career by talented people.

In formulizing its Mission, the Company reevaluated its Reason for Being, and Fundamental Purpose, while communicat-ing the Value of the Company.

MISSIoN JASA MARGA1. 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.

Vision & Mission of Jasa Marga

Strategies of Jasa Marga

KEy STRATEGIESTo achieve its vision and mission, the Company establishes three main strategies as follows:a. Development of Toll Road Business Adding the length of the toll road in order

to increase the value of the Company and to maintain a market share of at least 50% of toll roads industry.

b. Operation of Toll Road• Operatingatollroadwhichisefficient,safe,

and high quality to improve operational performance.

• Providingserviceexcellencetoroadusers,community, and government.

c. Other Business Development• Developotherbusinessesthatarestrategically

strengthening development strategies and operation of toll roads.

• IncreaserevenuesbyleveragingtheCompany’s resources.

SUPPORTING STRATEGIESa. Financial Control Financial control is aimed to increase the

value of the Company, supporting the Company’s growth and maintain financial sustainability.

b. Organization and Human Capital Increase the competence and prepare

cadres for future leaders as well as talented employees who support the transformation of the organization in order to improve the productivity and growth of the Company.

c. Information Technology and Engineering Engineering techniques and implementation

of information technology aims to improve efficiency, productivity and performance of the Company.

d. Compliance and Risk Management Risk management and the application of

good corporate governance to enhance the Company’s beliefs and values.

NEEDS AND EXPECTATIoNS of STAKEHoLDERS

DIRECToRS AND BoARD of

CoMMISSIoNERS

VISION AND MISSION

PERF

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ACHI

EVEM

ENT A

ND

THE C

OMPA

NY’S

INTE

RNAL

STRE

NGTH

STRATEGIC

CHANGES OF

EXTERNAL

SURROUNDINGS

AND 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.




Management Report

Values and Culture of Jasa Marga

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

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

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.

To achieve its vision and mission, 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, namely. Jujur (Trustworthy), Sigap (Agile), Mumpuni (Qualified) and Respek (Respectful).

Values have been approved by the Board of Commissioners and Board of Directors through Directors’ Stipulation No. 50/KPTS/2013 dated March 1, 2013 on the Vision, Mission and Values of the Company. As a form of seriousness and to monitor the effectiveness of the company’s values, a dissemination and evaluation guidelines Vision, Mission and Values of companies has been created, which is done through Directors’ Stipulation No. 173/ KPTS/2014 dated October 15, 2014.

Statement Regarding Corporate Culture of the CompanyThe implementation of good corporate governance will be successful if it is supported by a strong corporate culture. Cultural internalization approach is done through intervention at three aspects, namely leadership, systems and employees. Through this approach, the culture Jasa Marga in addition to written policies and procedures, has also become a discipline (soft skills) which is practiced by the Board of Commissioners, Directors and employees in the execution of their daily works.

JASA MARGA’S FOUR VALUES ACKNOWLEDGED AND DEVELOPED TOGETHER, ALSO USED AS THE BASIS FOR JASA MARGA INDIVIDUALS IN THEIR INTERACTION WITH THE STAKEHOLDERS







To adjust the direction of growth and long-term development of the Company where the business potential of the toll road for the future is still huge, and to achieve the vision and mission of the Company, then the Values of Jasa Marga in 2013 changed to: Tursthworty, Agile, Qualified and Respectful. The four values are the cornerstone for Jasa Marga employees in their interaction with stakeholders (stakeholders).

Principles of Culture of Jasa MargaThe Company has set Values of Jasa Marga as corporate culture which have become the cornerstone for Jasa Marga employees in their interaction with stakeholders. The actualization of these Values are based on the Stipulation of Jasa Marga Directors No. 08/KPTS/2016 on the Actualization of Values of PT Jasa Marga (Persero) Tbk., which is as following:

DESCRIPTION OF VALUES JSMR AS CORPORATE CULTURE OF THE COMPANY

Tata Nilai Definisi Penjabaran

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

Trustworthy:The spirit of integrity from the heart, not just obeying the rules.

Fair:Upholding equality and fairness.

Transparent and Free from Conflict of Interest:Independent and Objective.

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

Serving Responsively:Acting with high spirit in serving the stakeholders.

Care:Caring and full of empathy

Proactive while Being Prudent:Preparing future actions while considering risks.

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

Competent:Having capability and willingness to carry out tasks.

Consistent:Dare to act and be role model.

Innovative:Developing ideas for continuous improvement

R RESPEK(RESPECTFUL)Jasa Marga is RESPECTFUL to the stakeholders in creating synergy to make achievements.

Respectful:Respecting others proportionally.

Synergy in achieving performance:Upholding teamwork and managing diversity to create added value.




Management Report

Dissemination of Company ValuesTo ensure implementation JSMR Values into the daily activities of the Company, the Company continuously disseminate to all Jasa

Marga employees. The dissemination and familiarization of values is done through the Company’s internal and external websites,

slides presentation on values during training activities or meetings, installation of banners in strategic places in the Company.

PURPOSE OF IMPLEMENTATION OF VALUES JSMR

Improving the commitment and

performance of members of

organization to support the

Jasa Marga’s

Nurturing the manners and attitudes that lead to optimum contribution to the achievement of vision and mission of Jasa Marga Individuals

Giving formal introduction and

precise description on JSMR to all Jasa Marga Individuals

Introducing JSMR values to Jasa Marga Individuals, so that they have the same understanding

Planting the values of JSMR so that they are reflecting and in line with the daily attitudes of Jasa Marga Individuals

Some of the programs that have been conducted in 2015 are:

1. Obligation to state Company Values in the document of procurement of goods/services within the Company and when

conducting aanwijzing (information session).

2. Conducting an evaluation of the Vision, Mission and Values of the Company in all working units and branch offices. The

evaluation includes evaluation of the understanding of the Vision, Mission and Values as well as an evaluation of the

effectiveness level of the dissemination activities of Vision, Mission and Corporate Values.

3. Actualizing the Vision, Mission and Values down to the operational level by the consultant.

4. Dissemination and survey on the understanding and effectiveness of Directors’ Stipulation No. 173/KPTS/2014 dated October

15, 2014 regarding the guidelines and evaluation on the dissemination of Vision, Mission and Values of the Company in

October 2014.







STAGES OF CULTURE IMPLEMENTATION

Start

Finish

Portrait of Present

Condition

1 Organization Operational

Values

Culture Assessment

Index

Blueprint of Implementation of Organization

Culture

Roll Out Program of

Socialization and Internalization of

Culture

Evaluation and Monitoring System on

Corporate Culture Implementation

Socialization and Internalization

Roll Out of Culture

Kick-off meeting

& Strategy Exploratory

Meeting

Reviewing organization

condition

1. Conducting culture

assessment2. Conducting gap analysis

Creating targets, strategies and programs of

implementation of organization

culture

Preparing roll out program of

socialization and internalization of organization

culture

Creating Monitoring

and Evaluation System as

feedback for improvement

Implementation of roll out,

socialization and

internalization of corporate

cultureDescribing values to be more

operational

2

3

45

67

Level Result (%)

Awareness 91.11

Understanding 27.43

Culture Index 78.12

Taking into account the results of Culture Assessment (Measurement Culture) JSMR, the Company designed a program to

re-launche the actualization of JSMR which aims to revive the spirit in further applying JSMR by paying attention to the

dissemination activities and internalization efforts that have been done, which are considered quite successful with the

following results:

RESULT OF JSMR CULTURE ASSESSMENT 2015

The program for initial launch of JSMR Values was conducted on

October 15, 2014 in accordance with the Directors Stipulation

No. 173/ KPTS/2014, either directly or in stages (cascading), but

its effectiveness has not been measured. With the assistance

of Management Consultant, on March 6 to 22, 2015, a Culture

Assessment (Measurement Culture) has been conducted

through online which was participated by all respondents at Jasa

Marga, taking into account the dissemination and internalization

efforts that have been made by Jasa Marga previously.

The Culture Assessment (Culture Measurement) of JSMR is more

focused on:

1. Introduction (awareness).

2. Comprehension (understanding).

3. Culture Index.

Then, the Culture Assessment of JSMR will be conducted once a

year to evaluate and monitor the progress of the implementation

of JSMR Values.

Therefore, all the activities related to the implementation of

Values of JSMR can be measured their effectiveness and can

understood their advantages and disadvantages.




Management Report

12 pt Jasa Marga (persero) tbk. laporan tahunan 2015

Jasa Marga in BriefImportant Milestone of Jasa Marga

1978 19841986

1983

2009

2011

2013

20142012

• BogorOuterRingRoadTollRoad(Section1SentulSelatan-KedungHalang) started to operate.

• e-TollCardstartedtobeimplemented.• ThesigningofCengkareng-KunciranTollRoadConcession

Agreement.• AcquisitionofSurabaya-MojokertoTollRoad.

• Surabaya-MojokertoTollRoad (Section 1A Waru-Sepanjang) and Semarang-Solo Toll Road (Section 1 Semarang-Ungaran) started to operate.

• ThesigningofNusaDua-Ngurah Rai-Benoa Toll Road Concession Agreement.

• TheStartofoperationofSemarang-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).

• JasaMargawonthetenderfortheconcession of Medan-Kualanamu-Tebing Tinggi Toll Road.

e-Toll Pass started to be implemented.

Nusa Dua-Ngurah Rai-Benoa (Bali Mandara) Toll Road and JORR W2 North Toll Road (Kebon Jeruk-Ciledug Section)

started to operate.

• JasaMargawasestablishedwith the scope of business to manage, maintain and provide toll road network.

• Jagorawiasthefirsttollroad in Indonesia started to operate.

Semarang Toll Road started to operate.

• Jakarta-TangerangTollRoadstarted to operate.

• Prof.Dr.Ir.SedyatmoTollRoadstarted to operate.

• Surabaya-GempolTollRoadstarted to operate.

• Belmera(Belawan-Medan-Tanjung Morawa) Toll Road started to operate







13pt Jasa Marga (persero) tbk. laporan tahunan 2015

1987

2006

2008

2004

2007

1988

1998

1990 1991

2015

Jakarta-Cikampek Toll Road started to operate.

Padaleunyi (Pada-larang-Cileunyi) Toll Road started to operate.

JORR Toll Road (Section S Pondok Pinang-Lenteng Agung) started to operate.

Palikanci (Palimanan-Kanci) Toll Road started to operate.

Cipularang (Cikampek-Purwakarta-Padalarang) Toll Road started to operate.

The signing of Toll Road Concession Agreement (Perjanjian Pengusahaan Jalan Tol/PPJT) of Bogor Outer Ring Road, Semarang-Solo, Gempol-Pasuruan, Gempol-Pandaan, JORR W2 North, Surabaya-Mojokerto and 13 toll road sections operated by the Company.

The authorization function is returned to the Government (Department of Public Works c.q. Indonesian Toll Road Authority - Badan Pengatur Jalan Tol/BPJT).

• ThechangeinJasaMargaLogosignifyingthe Company’s Modernization and Transformation.

• JasaMargabecameapubliccompanythrough the Initial Public Offering (IPO) by listing its shares at the Indonesia Stock Exchange.

• TheintegrationofJORRTollRoadfromUlujami-Cilincing.

The signing of Kunciran-Serpong Toll Road Concession Agreement.

• AcquisitionofSolo-Ngawi,Ngawi-KertosonoandCinere-Serpong Toll Roads.

• Gempol-PandaanTollRoadstartedtooperate.

• Governmentbegantoprovidethe opportunity for private parties to participate in the provision of toll roads through Build, Operate and Transfer (BOT) system with Jasa Marga.

• JasaMargastartedtheoperationof Jakarta Inner Ring Road Toll Road in stages.

2003




Management Report

Brief History of Jasa Marga

1985

2015

Area Development in the surrounding of Semanggi, Jakarta







BASIS FOR ESTABLISHMENTTo support the national economic growth, Indonesia needs a

reliable road network. PT Jasa Marga (Persero) Tbk. was established

by the Indonesian Government Regulation No. 04, 1978 on

Equity of the Republic of Indonesia in the establishment of the

Company (Persero) in the field of management, maintenance and

procurement of the toll road network, as well as provisions related

with operations (State Gazette of the Republic of Indonesia No. 04

in 1978 in conjunction with the Decree of the Minister of Finance

of the Republic of Indonesia No. . 90 / KMK.06/1978 on Equity in

the Company (Persero) PT Jasa Marga dated February 27, 1978).

The Company was established based on the Deed No. 1 dated

March 1, 1978, with the name, “PT Jasa Marga (Indonesia Highway

Corporation)”, as amended by Act No. 187 dated May 19, 1981 and

the Company’s name was changed to “PT Jasa Marga (Persero)”,

both were made before Kartini Muljadi, SH., who was at the time

the Notary in Jakarta. Based on the decision of the Extraordinary

General Meeting of Shareholders on September 12, 2007 on

changes to the Articles of Association of the Company in the

framework of Initial Public Offering, including the increase in

authorized capital, issued and fully paid capital, change in par

value and classification of shares, changes in the Company’s status

from private to public company (listed company), and the name

change of the Company to become State Owned Company

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

PT Jasa Marga (Persero) Tbk.

Decisions regarding the changes in the Articles of Association was

stated in the Deed No. 27 dated 12 September 2007 of Notary

Mrs. Poerbaningsih Adi Warsito, SH. These amendments have

been approved by the Minister of Justice and Human Rights of the

Republic of Indonesia through Decree No. W7- 10487 HT.01.04-

TH.2007 dated September 21, 2007.

The Articles of Association of the Company has been amended

several times and the latest Articles of Association has been

published in Supplement No. 27404 of the Official Gazette of the

Republic of Indonesia on December 12, 2008 No. 100 and last

amended by Deed No. 33 dated April 5, 2011 before Notary Mrs.

Poerbaningsih Wasito Adi, SH., Notary in Jakarta, as approved by

the Minister of Justice and Human Rights Republic of Indonesia

with its decision No. AHU-20228. AH.01.02 in 2011 April 21, 2011,

and last modified, as the Deed of the Extraordinary General

Meeting of Shareholders No. 95, dated June 21, 2012, made

before Mrs. Poerbaningsih Adi Warsito, SH., Notary in Jakarta and

has received a letter of acceptance notice from the Directorate

General of General Law Administration of the Ministry of Justice

and Human Rights No. AHU-AH.01.10-25313 dated July 10, 2012,

and last modified, as the Deed of Extraordinary General Meeting of

Shareholders No. 60 and No. 61 dated March 26, 2015 made before

Ir. Nanette Cahyanie Handari Adi Warsito., SH, Notary in Jakarta and

has received a letter of acceptance notice from the Directorate

General of General Law Administration of the Ministry of Justice

and Human Rights No. AHU-AH.01.03-0019734 dated March 27,

2015.

Change of Company’s Name In addition to the name changes related to the change of status

of the Company became a public company, the Company never

changes its name.

BUSINESS ACTIVITIESBased on Article 3 of the Articles of Association, the purpose and

objectives of the Company are participating in implementing

and supporting policies and programs of the Government in the

economic and national development in general, especially in

the field of toll road concession supporting facilities by applying

the principles of limited company. To achieve the objectives, the

Company is implementing the following main business activities:

1. Perform technical planning, construction, operation and/or

maintenance of toll roads.

2. 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, either

solely or in cooperation with other parties.

The business activities are conducted by the Company through

the process of planning, building, operating and maintaining the

toll roads as well as supporting facilities that can serve as a toll road

which gives higher benefits than non-toll public roads.

Based on the Articles of Association, in addition to the main

business activities, the Company is also engaging in supporting

business activities, namely:

1. In the field of property development in the areas adjacent to

the toll road corridors.

2. In the field of development of services for businesses related

to modes/means of transportation, distribution of liquid/

solid/gas materials, networking means of information,

technology and communication, which are related to toll

road corridors.

3. The field of service and trading for service construction,

maintenance and operation of toll roads.




Management Report

Business Process of Jasa Marga

INCOMING ELEMENTS

STAKEHOLDERS’ EXPECTATION

CAPABILITIES AND CAPACITY OF SUPPLIERS

AND PARTNERS

STAKEHOLDERS’ EXPECTATION

DIRECTING ELEMENTS

REGULATIONS VISION, MISSION, VALUES AND STRATEGIC PLANSGOOD CORPORATE

GOVERNANCE

CORE CO

MPETEN

CIES

WORK SYSTEM OF TOLL ROAD DEVELOPMENT

WORK SYSTEM OF TOLL ROAD OPERATION

TRAFFIC SERVICES

TRANSACTION SERVICES

MAINTENANCE CONSTRUCTION SERVICES

WORK SYSTEM OF NON-TOLL DEVELOPMENT

FS/BUSINESS REVIEW

AUDIT MANAGEMENT

FS/BUSINESS REVIEW

INVESTMENT

FINANCE MANAGEMENTREGULATIONS

INVESTMENT

SUBSIDIARIES

HR MANAGEMENT

INFORMATION SYSTEM

MANAGEMENT

SUBSIDIARIES

TENDER/TOLL ROAD ACQUISITION

PROCUREMENT OF GOODS AND

SERVICES MANAGEMENT

BUSINESS PROJECTS

EXCELLENT MANAGEMENT RISK MANAGEMENTQUALITY MANAGEMENT

SUPPORTING WORK SYSTEM

Continuous Improvement System:Monitoring customers’ satisfaction & handling customers’ complaints

ISO Audit, Excellent Performance Assessment, Management Review, Innovation and Standardization

CUSTO

MERS

PT Jasa Marga (Persero) Tbk has had business processes which are integrated in the operation and development of toll roads

in Indonesia in order to provide added value to its stakeholders including customers. The main work system consists of three

(3) systems, namely Toll Road Development Work System, Toll Road Operation Work System and Non Toll Development Work

System. The main system takes into account the three (3) elements, namely Customer Expectations, Capabilities and Capacity

of Supplier Partners as well as Stakeholders Expectations. The main system is backed by a support system as described in the

figure below, namely Regulation, Information Systems Management, Audit Management, Procurement of Goods and Services

Management, Financial Management, Human Resources Management, Management of Excellence, Quality Management and

Risk Management.







PRODUCTS THAT ARE PROVIDEDTo support the economic growth, Indonesia needs a reliable

road network. Through the Government Regulation No. 04, 1978,

on March 1, 1978, the Government established PT Jasa Marga

(Persero) Tbk. Jasa Marga’s main task is to plan, build, operate

and maintain the toll roads and supporting faciltiies so that the

toll roads can fucton as freeway and gives higher benefits than

non-toll roads. Based on the above situation, and as reflected in

its vision and mission, Jasa Marga toll road offers services that

include development and operation of toll roads.

CORE COMPETENCIESThe Core Competence of the Company now until 2017 is

a company that excels in investment and innovative in the

development of toll and innovative in toll road operation, with

good governance. The core competencies of the Company

in 2017-2022 is a company which develops and operats toll

roads which is Excellence and Innovative based on the latest

technology.

PROFILE OF EMPLOyEESThe number of employees of the Company continued to decline

from 2008. This is in line with the Company’s strategy to increase

productivity through modernization and improvement of

business processes, therefore the number of employees can be

lowered to reach an ideal ratio of employees. Approximately 70%

of the total permanent employees are employees who are at

the operational level, it is because most of the operating system

of toll roads are still using the technology which still needs

to be supported by people. Therefore, in term of education

level segment of the Company’s employees, majority of the

employees are high school graduates.

STAKEHOLDERSIn conducting its business, the Company has 4 (four)

Stakeholders Key (Key Stakeholders) and 3 (three) Stakeholders

Supporters who also has an important role in achieving business

goals of the Company.

Key Stakeholders

1. Toll Road Regulatory Agency (BPJT)

BPJT is a government agency under the Ministry of Public

Works and Public Housing which has jurisdiction as the

authority of toll roads in Indonesia. BPJT has an important

role for the business interests of the Company, because BPJT

determines the extent and feasibility of toll road tariff hikes

every two (2) years based on the consideration of inflation

and the fulfillment of minimum service standards (SPM).

In addition BPJT is also authorized to conduct the auction

of the segments of new toll roads as well as an authority

in monitoring and evaluation of toll road business and

supervising toll road services.

2. Ministry of SOEs

Ministry of SOEs is an important stakeholder for the Company

because the SOE Ministry is the institution in charge of

development of SOEs as well as the controlling shareholder of

the Company which holds 70% shares of the Company. The

SOE Ministry’s concerned is improve Corporate Governance

so that the Company’s performance keeps improving which is

reflected in the improvement of services, an increase in assets

and Net Income and increasing the dividend to be distributed

the Company’s Shareholders.

3. Public Shareholders

As a public company, Public Shareholders that control 30% of

the shares of the Company is one of the key stakeholders of

the Company. Public Shareholders is one determinant of the

price of shares of the Company, whereby the high/low prices

of shares of the Company can reflect the Company’s value in

the eyes of investors.

4. Toll Road Users

As the developer and operator of toll roads, the largest

Revenues derived from Toll Revenues which are generated

from service revenues over the use of toll roads by the

toll road users. The number of users of toll roads is one

determinant of whether the revenues target is reached or not.

Supporting Stakeholders:

1. Employees

For the Company, employees are important assets that will

support the growth and development of the Company,

since employee is one of the stakeholders who operates the

Company’s business activities and innovations to improve

Assets, Revenues and Profits of the Company.

2. Business Partners

In running the business, the Company is not separated from

business partners to support its business processes, both in

terms of business development of toll roads and toll road

operation. The Company’s business partners are including




Management Report

Toll Road Industry Developments in Indonesia

1978Historical development of toll road industry in Indonesia

began in 1978, when the Jagorawi Toll Road officially began its

operation for the first time. The development of Jagorawi toll

road, which connecting Jakarta-Bogor-Ciawi, was carried out by

the government by using state budget and foreign loans, which

was handed over to PT Jasa Marga (Persero) Tbk. as equity.

1980At the end of the decade of the 1980s, the Indonesian

government began to include private investors to participate in

the construction of toll roads through the mechanism of Build,

Operate and Transfer (BOT).

2004The enactment of Law No. 38 of 2004 on Road replaced Law

No. 13 in 1980 as well a the issuance of Government Regulation

No. 15 of 2005 which regulates more specific about toll road,

a change in the mechanism of the toll road business of which

is the establishment of the Toll Road Regulatory Agency (BPJT)

as a regulator of the toll road industry in Indonesia, and the

setting up of toll rates by the Minister of Public Works with

tariff adjustments made every two years, takin into account the

inflation rate.

Business development of Jasa MargaAt its inception, the Company played a role not only as an

operator but takes responsibility as a toll road authority in

Indonesia. Until 1987, the Company was the only authorized

provider of toll roads in Indonesia whose development is

funded by the Government with funds coming from foreign

loans and bond issuance by Jasa Marga. As the first toll road

in Indonesia operated by by the Company, Jagorawi Toll

Road (Jakarta-Bogor-Ciawi) represents a milestone for the

development of toll road industry in the country that started

operation since 1978.

In the decade of the 1990s, the Company is acting as the

authority institution that facilitates private investors which

largely had failed to realize the projects. Some toll roads were

then taken over by the Company including JORR (Jakarta Outer

Ring Road) and Cipularang. With the issuance of Government

Regulation No. 15 of 2005 regulating the toll road business,

the role of the Company’s authority was handed back to the

Government. As a consequence, the Company exercises its

functions as a developer and operator of toll roads that will get

the toll operating license from the Government.

The construction and operation of the toll road since then was

based on the concept of investment in which the Company

as an investor will invest in toll roads that have adequate level

of financial return in accordance with the concession period.

The process to get a new toll road concessions should also

be done through the establishment of separated business

entities. The acquisition of toll road concession can be obtained

in three ways, namely by participating in tender of toll roads

organized by the government, the acquisitionby increasing

share ownership on toll roads that are potential and through

unsolicited way in which the Company submitted to the

government to build a toll road sections that are not in the

government’s plan.

To support the expansion and development of the Company,

the Company became a public company and listed listed

on the Indonesia Stock Exchange (formerly Jakarta Stock

Exchange) since the Government sold 30% of its shares to the

public on November 12, 2007.

Contractors/Consultants/Client Services Service Providers

of Toll Roads, Toll Road Maintenance Service Providers, Toll

Equipment Service Providers.

3. Community

Community is one of the supporting elements of the

Company’s success, especially in the context of land

acquisition. Various Corporate Social Responsibility (CSR)

activities can be done to improve the image of the Company.

CUSTOMER SEGMENTATIONThe Company’s main customers are the Toll Road Users, and

the Major Market Segments of the Company is the four-wheel

vehicles that use the Company’s toll roads.







DEVELOPMENT OF TOLL ROAD BUSINESS Through a Toll Road Concession Agreement signed on July

7, 2006, 13 (thirteen) toll roads of the Company have been

operating with concession period of 40 years effective from

January 1, 2005, with the exception of PPJT JORR S in 2013, in

which Jasa Marga was appointed as an interim operator based

on the Ministry of Public Works Stipulation No. 80.1/KPTS/M/2013

on Temporary Operation of the Jakarta Outer Ring Road Section

Pondok Pinang-jagorawi (JORR S).

In its development, the Company continued to make efforts

to add new toll road concession ownership. Since 2006, the

Company has signed a six (6) toll road concession agreements

with PPJT, namely Bogor Outer Ring Road concession which is

held by PT Marga Sarana Jabar, Semarang-Solo Toll Road by PT

Trans Marga Jateng, Gempol-Pasuruan by PT Transmarga Jatim

Pasuruan, PPJT Gempol-Pandaan by PT Jasamarga Pandaan

Tol, JORR W2 North Toll Road by PT Marga Lingkar Jakarta and

Surabaya-Mojokerto toll road by PT Marga Nujyasumo Agung.

In addition to continuing the efforts to increase the number of

new toll road concessions, the Company also added a portion

of ownership in subsidiaries toll road concessionaires. In 2009,

the Company increased its equity and become the majority

shareholder in PT Marga Kunciran Cengkareng, the concession

holder of Cengkareng-Kunciran toll road; PT Marga Trans

Nusantara, the concession holder of Kunciran-Serpong Toll Road;

and PT Marga Nujyasumo Agung, the concession holder of

Surabaya-Mojokerto toll road which has a concession period of

35 years. In 2011, the Company increased its equity investment

to become the majority shareholder by buying shares of existing

shareholders in PT Marga Bumi Adhikaraya as concession owner

of Gempol-Pandaan Toll Road with a concession period of 35

years. In addition, together with a consortium of four (4) state,

enterprises and local governments, the Company was appointed

as the project initiator for developing Nusa Dua-Ngurah Rai-

Benoa Toll Road in in ali with a concession period of 45 years.

In 2014, along with three (3) a consortium of state-owned

enterprises, the Company won the concession tender of Medan-

Kuala Namu-Tebing Tinggi toll road. Therefore, by the end of 2014

through the Company’s subsidiary which was formed by several

business partners in which the Company has majority ownership

of more than 51%, the Company has an additional ten (10) new

toll roads with length of 273 km.

Whereas in 2015, the Company acquired a number of toll

roads, namely Solo-Ngawi, Ngawi Kertosono Toll Road, and

Cinere-Serpong. Thus, by December 31, 2015, through nine (9)

branches and 13 (thirteen) Subsidiaries in the toll road business,

the Company holds concessnos for 26 toll roads, in which the

combined length of 19 segments 590 km which are already in

operation, including four the new segments that have operated

in stages namely Bogor Outer Ring Road Toll Road for segment

South Sentul-Kedung Badak (5.9 km); Semarang-Solo toll road

for segment Bawen-Semarang (23.1 km); Surabaya-Mojokerto

Toll Road for Waru-Along segment (2.3 km) and fully operates the

Ngurah Rai-Nusa Dua-Benoa toll road (10 km); JORR W2 North

Toll Road (7.7 km); and Gempol-Pandaan (13.61 km). Therefore,

by the end of 2015, the Company controlled 63% market share of

the toll road industry in terms of road length (km) in Indonesia.

OTHER BUSINESS DEVELOPMENTS In addition to engaging in the toll road business, the Company

also engages in several other business activities to synergize

and maximize the development of the assets owned by the

Company. These business activities were strengthened by the

establishment of three subsidiary companies namely PT Jasa

Layanan Pemeliharaan (JLP), formerly PT Sarana Marga Utama,

which was founded in 1988 and was acquired in 2010 engaging

in construction, trade and rental vehicles and PT Jasamarga

Properti, founded in 2013 and engages in the development,

trade and property-related services. In both entities, the

Company is the majority shareholder as well as in PT Jasa

Layanan Operasi which was established in 2015 and engages in

the operation of toll road services.

Based on the type of business, the Company’s revenues

from transactions of vehicles passing through the toll road

(toll revenues) and other revenues consist of leases of land,

advertising revenues, the the operation of rest areas and services

as well as the operational service of toll roads owned by other

parties as well as maintenance services.




Management Report

organizational structure In order to achieve the vision and mission as well as the strategic business plan of the Company and in accordance with the strategic policies in the field of human capital based on competence, the Company requires organizations which are groupings of functions through hard and soft approaches competencies in order to support the effectiveness and organizational performance.

organizational Structure of Jasa MargaBased on the Decree of the Board of Directors No. 70/KPTS/2015 dated 01 April 2015

CoRPoRATESECRETARY

HIGHWAY AND TRAffICENGINEERING DIVISIoN

INTERNALAUDIT

ToLL RoAD BUSINESSDEVELoPMENT DIVISIoN

BUSINESS DEVELoPMENT DIRECToR

oPERATIoN DIRECToR

oPERATIoN MANAGEMENTDIVISIoN

LEGAL AND CoMPLIANCEDIVISIoN

MAINTENANCEDIVISIoN

BRANCH offICES

PRESIDENT DIRECToR

CoMPLIANCE AND RISK MANAGEMENT DIRECToR

RELATED BUSINESSDEVELoPMENT DIVISIoN

RISK AND QUALITYMANAGEMENT DIVISIoN

CoMMUNITY DEVELoPMENTPRoGRAM UNIT

Haris Prayudi

Mohammad Sofyan

Hasanudin

Truly Nawangsasi

D. Hari Pratama

Ayu Widya Kiswari

Christantio Prihambodo

Taruli M. Hutapea

Reza Febriano

Achiran Pandu Djajanto

Adityawarman

Heli Winarso

Nixon Sitorus

Prihandayani







GENERAL AffAIRSDIVISIoN

fINANCE AND ACCoUNTING DIVISIoN

HUMAN CAPITAL STRATEGYAND PoLICY DIVISIoN

CoRPoRATE PLANNINGDIVISIoN

HUMAN CAPITAL AND GENERAL AffAIRS DIRECToR

fINANCE DIRECToR/INDEPENDENT DIRECToR

INfoRMATIoN TECHNoLoGYDIVISIoN

HUMAN CAPITALSERVICES DIVISIoN

JASA MARGA DEVELoPMENTCENTER UNIT

Muh Najib Fauzan

Sutirya Wirias Sastra

Ida Bagus Kade Yudartha

Irwan Prasetyo

Reynaldi Hermansjah

Dedi Krisnariawan S.

Arief Nursetiawan

ToLL RoAD SUBSIDIARIES

NoN-ToLL RoAD SUBSIDIARIES




Management Report

Major Shareholders, Subsidiaries and Associated Companies

Corporate Structure of Jasa Marga Group(as of 31 December 2015)

PT MargaNujyasumo

Agung55.00%

PT JalantolLingkarluar

Jakarta99.90%

PT Trans Lingkar Kita

Jaya21.24%

PT Marga LingkarJakarta65.00%

PT Solo Ngawi Jaya

59.99%

PT JasamargaProperti99.48%

PT Jasa Layananoperasi99.90%

PT Marga Sarana Jabar

55.00%

PT Ismawa Trimitra25.00%

PT TransMargaJateng73.91%

PT Ngawi Kertosono

Jaya59.99%

PT Cinere Serpong

Jaya55.00%

PT Jasa LayananPemeliharaan

99.49%

PT TransmargaJatim

Pasuruan98.09%

PT JasamargaPandaan Tol

90.71%

PT JasamargaBali Tol55.00%

PT Citra Ganesha Marga

Nusantara30.00%

PT JasamargaKualanamu

Tol55.00%

PT MargaKunciran

Cengkareng76.20%

PT Marga TransNusantara

60.00%

PT Bukaka Marga Utama

20.00%

PT Citra Bhakti Margatama

Persada34.83%

PT JASA MARGA (PERSERo) Tbk.

30%

THE GoVERNMENT of THE REPUBLIC of

INDoNESIA

70%

PUBLIC

SUBSIDIARIES(oWNERSHIP >50%)

ASSoCIATED CoMPANIES(oWNERSHIP 20%-50%)







SubsidiariesJASA MARGA SUBSIDIARIES (AS OF 31 DECEMBER 2015)

No. Name of Entity Share Ownership Line of Business Status*

1 PT Jalantol Lingkarluar Jakarta

• Jasa Marga: 99.90%• Inkopkar Jasa Marga: 0.1%

Jakarta Outer Ring Road Toll Road Operator

Operated

2 PT Marga Sarana Jabar • 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 • Jasa Marga: 73.91%• PT Sarana Pembangunan Jawa Tengah: 1.09%• PT Astratel Nusantara: 25.00%

Semarang-Solo Toll Road Operator

Operated

4 PT Marga Kunciran Cengkareng

• Jasa Marga: 76.20%• CMS WIL: 21.00%• PT Wijaya Karya: 2.10%• PT Nindya Karya: 0.28%• PT Istaka Karya: 0.42%

Cengkareng-Kunciran Toll Road Operator

Not Yet Operated

5 PT Marga Trans Nusantara • Jasa Marga: 60.00%• PT Astratel Nusantara: 30.00%• PT Transumata Arya Sejahtera: 10.00%

Kunciran-Serpong Toll Road Operator

Not Yet Operated

6 PT Marga Lingkar Jakarta • Jasa Marga: 65.00%• PT Jakarta Marga Jaya: 35.00%

JORR W2 North Toll Road Operator

Operated

7 PT Marga Nujyasumo Agung • Jasa Marga: 55.00%• Moeladi Grup: 25.00%• PT Wijaya Karya: 20.00%

Surabaya-Mojokerto Toll Road Operator

Operated

8 PT Transmarga Jatim Pasuruan

• Jasa Marga: 98.09%• PT Jatim Marga Utama: 1.91%

Gempol-Pasuruan Toll Road Operator

Not Yet Operated

9 PT Jasamarga Pandaan Tol • Jasa Marga: 90.71%• Perusahaan Daerah Jalan Tol Kabupaten

Pasuruan: 9.29%

Gempol-Pandaan Toll Road Operator

Operated

10 PT Jasamarga Bali Tol • 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%• Pemerintah Provinsi Bali: 8.01%• Pemerintah Kabupaten Badung: 8.01%• PT Wijaya Karya: 0.40%

Nusa Dua-Ngurah Rai-Benoa Toll Road Operator

Operated

11 PT Jasa Marga Kualanamu Tol

• 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 Solo Ngawi Jaya • Jasa Marga: 59.99%• PT Waskita Toll Road: 40.00%• PT Ferino Putra: 1 lembar saham

Solo-Ngawi Toll Road Operator

Not Yet Operated

13 PT Ngawi Kertosono Jaya • Jasa Marga: 59.99%• PT Waskita Toll Road: 40.00%• PT Ferino Putra: 1 lembar saham

Ngawi-Kertosono Toll Road Operator

Not Yet Operated

14 PT Cinere Serpong Jaya • Jasa Marga: 55.00%• PT Waskita Toll Road: 35.00%• PT Jakarta Propertindo: 10.00%• PT Waskita Karya: 1 lembar saham

Cinere-Serpong Toll Road Operator

Not Yet Operated

15 PT Jasa Layanan Pemeliharaan

• Jasa Marga: 99.49%• Inkopkar Jasa Marga: 0.51%

Construction, Trading, Car Rental Services

Operated

16 PT Jasamarga Properti • Jasa Marga: 99.48%• Inkopkar Jasa Marga: 0.52%

Property Related Services, Trading and Development

Operated

17 PT Jasa Layanan Operasi • Jasa Marga: 99.90%• Inkopkar Jasa Marga: 0.1%

Toll Road Operation Service Operated

Note:*) Status represents the status of toll road operation for toll road companies and status of business/service operation for non-toll road companies.




Management Report

01

JALANTOL LINGKARLUAR JAKARTAPENYELENGGARA JALAN TOL JORRKelompok Usaha Jasa Marga

1. PT Jalantol Lingkarluar Jakarta (JLJ) JLJ is Jasa Marga’s Subsidiary working in the

field of toll road operating services. JLJ’s main source of revenues derives from the operation, maintenance, and security services for Jakarta Outer Ring Road/JORR Toll Road. JLJ was established on 22 December 2000.

EXECUTIVE BOARD

• President Commissioner: Firmansjah CES• Commissioner: Ferry Andrianto• President Director: Yudhi Krisyunoro• Director: Edwin Cahyadi

FINANCIAL HIGHLIGHTS (Rp billion)

Description 2014 2015 Growth (%)

Total Assets 130.89 144.34 10.27



Total Assets 860.38 868.63 0.96



Total Assets 3.729.26 4.038.49 8.29

per 31 December 2015

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 maintenance of the Toll Road along with other businesses in accordance with prevailing rules and regulations. Semarang-Solo Toll Road Section 1 of 10.8 km has been operated since 12 November 2011 and Section 2 of 12.3 km has been operated since 04 April 2014. TMJ was established on 07 July 2007.

EXECUTIVE BOARD

• President Commissioner: Irawan Santoso• Commissioner: Ir. Reynaldi Hermansjah• Commissioner: Ir. Sunaryo, MURP, PhD• President Director: Ir. Djadjat Sudradjat• Finance & Administration Director: Halim Wahjana• Engineering & Operation Director: Ir. Ari Irianto


03

EXECUTIVE BOARD

• President Commissioner: Dr. Drs. Aggi Tjetje, SKed.,SH., SS., SE., SIP., SIKom., MA., MM., CAAE.• Commissioner: Sarwono Oetomo• Commissioner: Dyah S.H. Wahyu Sari• President Director: Hendro Atmodjo• Finance Director: Muhdor Nurohman• Engineering & Operation Director: George IMP Manurung


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. Bogor Outer Ring Road Toll Road (BORR) Section 1 of 3.8 km started to operate on 23 November 2009 and Section 2A of 2 km started to operate on 04 June 2014. MSJ was established on 11 May 2007.

PENYELENGGARA JALAN TOL BOGOR RING ROAD

02

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, operating and conducting maintenance of the Toll Road in accordance with prevailing rules and regulations. MNA was established on 19 August 1994. Surabaya-Mojokerto Toll Road Section 1A of 2.3 km has been operated since 05 September 2011.

EXECUTIVE BOARD

• President Commissioner: Agung Yunanto• Commissioner: Raymond Ramanan• Commissioner: Muh Najib Fauzan• President Director: Budi Pramono• Finace Director: Syafaruddin A.R.• Director Technique and Operational: Ari Wibowo• Director for Operation & General : Kamil Rusnandar per 31 December 2015


04

EXECUTIVE BOARD

• President Director: Abdul Hadi Hs• Commissioner: Frans S Sunito• Commissioner: Taruli M. Hutapea• Presidnt Director: Subakti Syukur• Finance Director: Diaz Moreno


06

6. PT Marga Lingkar Jakarta (MLJ) MLJ is a subsidiary Jasa Marga established

to carry out the operation of JORR W2 North Toll Road, which includes financing, technical planning, construction, operation and maintenance JORR W2 North and efforts more in accordance with the rules and regulations and the laws in force. MLJ was established on 24 August 2009. JORR W2 North Toll Road was inaugurated by the former Minister of Public Works Djoko Kirmanto on 27 December 2013 and fully operational along 7.7 km on July 22, 2014.

About the Subsidiaries

EXECUTIVE BOARD

• President Commissioner: Abdul Hadi Hs• Commissioner: I Gusti Ngurah Askhara Danadiputra, M.M.• Commissioner: I Gusti Putu Nuriata• Commissioner: I Wayan Suambara• Commissioner: Ir. Robert Daniel Waloni• Commissioner: Ir. I Wayan Blayu Suarjaya• President Director: Ir. Akhmad Tito Karim• Finance Director: Drs. Ronny Haryanto• Director for Technique & Operation: Ir. Rismarture Sidabutar


05

5. Jasamarga Bali Tol (JBT) JBT is a subsidiary Jasa Marga established to

develop the toll road concession of Nusa Dua-Ngurah Rai-Benoa, which includes financing, technical planning, construction, operation and maintenance of toll road Nusa Dua-Ngurah Rai-Benoa as well as other businesses in accordance with rules and regulations and the laws in force. JBT was established on August 22, 2011. Toll Road Nusa Dua-Ngurah Rai-Benoa along 10km was inaugurated by the former President Susilo Bambang yudhoyono, on 24 September 2013.

HIGHWAY CORPORATION



Total Assets 2,287.88 2,997.76 31.03



Total Assets 2,074.01 1,984.83 (4.30)



Total Assets 2,026.71 2,000.95 (1.27)









Total Assets 932.90 1,134.57 21.62



Total Assets 1,153.80 1,243.77 7.80



Total Assets 788.35 849.33 7.73

EXECUTIVE BOARD

• President Commissioenr: Christantio Prihambodo• Commissioenr: Moh. Noor Marzuki• Commissioenr: Drs. Imron, Ak• President Director: Agus Purnomo• Finance Director : Syachriani Atim• Technique Director: Rahardjo


07

7. PT Transmarga Jatim Pasuruan (TJP) TJP is a subsidiary Jasa Marga established to

carry out the operation of Gempol-Pasuruan, which includes financing, technical planning, construction, operation and maintenance of Gempol-Pasuruan toll road as well as other efforts in accordance with the provisions of laws and regulations. TJP was established on June 28 2010. Up to December 31, 2015, Gempol-Pasuruan was yet to operate because it was still in the stage of land acquisition and construction. The Toll Road Gempol-Pasuruan is expected to begin operating in 2017.

TRANSMARGA JATIM PASURUAN PENYELENGGARA JALAN TOL GEMPOL-PASURUANKelompok Usaha Jasa Marga

08

EXECUTIVE BOARD

• President Commissioenr: Drs. Muslim• Commissioner: Ir. Rudy Hermawan Karsaman• President Director: Ir. Setiyono• Finance Director & HC: Dra. Tri Riyaningsih• Director for Operation & General: Drs. Nursyam, S.E, MM.


8. PT Jasamarga Pandaan Tol (JPT) JPT is a subsidiary Jasa Marga, which was

established to develop the concession Gempol-Pandaan, which includes financing, technical planning, construction, operation and maintenance Gempol-Pandaan as well as other businesses in accordance with rules and regulations as well as applicable legislation. JPT was established on 25 September 1996. Gempol-Pandaan along 13.61 km was inaugurated by President RI Joko Widodo on June 12, 2015.

PANDAAN TOL

09

EXECUTIVE BOARD

• President Commissioner: Irawan Santoso• Deputy President Commissioner: Subagyo• Commissioner: Wiwiek Dianawati Santoso• President Director: Ir. Agus Achmadi• Director: Rachmat Soulisa


9. PT Marga Trans Nusantara (MTN) MTN is a subsidiary Jasa Marga established to

undertake the concession Kunciran-Serpong Toll Road, which includes financing, technical planning, implementation construction, operation and maintenance highways and other businesses in accordance with rules and regulations as well as the laws in force. MTN was established on 14 May 2008. Up by December 31, 2015, Toll Road Kunciran-Serpong is yet to operate because it is still in land acquisition stage.

MARGA TRANS NUSANTARA PENYELENGGARA JALAN TOL KUNCIRAN-SERPONG

10

EXECUTIVE BOARD

• President Commissioner: Dedi Krisnariawan Sunoto• Commissioner: Mohamad bin Husin• President Director: Saut Parlindungan Simatupang• Finance Director: Zaidi bin Ibrahim

per 31 Desember 2015

10. PT Marga Kunciran Cengkareng (MKC) MKC is a subsidiary Jasa Marga which was

established to develop Toll Road concession of Kunciran-Cengkareng, which includes funding, technical planning, construction, operation and maintenance of toll road Kunciran-Cengkareng and other businesses in accordance with the provisions of laws and regulations. MKC established on 14 May 2008. Up to December 31 2015, Kunciran-Cengkareng Toll Road was yet to operate because it was still in the stage land acquisition.

MARGA KUNCIRAN CENGKARENGPENYELENGGARA JALAN TOL KUNCIRAN-CENGKARENGKelompok Usaha Jasa Marga

11

EXECUTIVE BOARD

• President Commissioner: Ir. JB Eddy Bambang S• Commissioner: Jonni Hutahean, SE.• President Director: Ir. Agus Suharjanto• Finance Director: Drs Asmuji• Director for Technique and Operation: Ir. Agus Chaliq


11. PT Jasamarga Kualanamu Tol (JKT) JMKT is a subsidiary Jasa Marga which

was established to implement Toll Road concession Medan-Kualanamu-Tebing Tinggi, which include funding, technical planning, construction, operation and maintenance of the Road The Medan-Kuala Namu-Tebing Tinggi as well as other businesses in accordance with rules and regulations. JMKT was established on November 25, 2014. Up by December 31, 2015, Medan-Toll Road Namu-Tebing Tinggi is yet in operation because it is still in the stage of land acquisition and construction.

12

EXECUTIVE BOARD

• President Commissioner: Waskito Pandu• Commissioner: Didi Triyono• President Director: David Wijayatno• Director for Technique: Thorry Hendrarto• Director for Finance & General: Okty Dwi Riza


12. PT Solo Ngawi Jaya (SNJ) SNJ is a subsidiary Jasa Marga which

was established to develop Solo toll road concession-Ngawi, which includes financing, technical planning, construction, operation and maintenance-Solo toll road Ngawi as well as other businesses in accordance with applicable laws and regulations. SNJ was established March 24, 2009. Up to 31 December 2015, Toll Road Solo-Ngawi was yet to operate because it was still in the stage land acquisition and construction.



Total Assets 940.95 988.30 5.03



Total Assets 80.29 301.97 276.09



Total Assets - 1,666.51 -




Management Report

EXECUTIVE BOARD

• President Director: Adityawarman• Commissioner: Antonius Yulianto Tyas Nugroho• Commissioner: Abdul Hadi Hs• President Director: Silvester Aryan Widodo• Director: Mokh. Sadali• Director: Sri Dewi Mustika Rini


14

14. PT Cinere Serpong Jaya (CSJ) SJ is a subsidiary Jasa Marga which

was established to develop Toll Road concession Cinere-Serpong, which includes funding, planning engineering, construction, operation and maintenance of the Road Cinere-Serpong toll and other businesses in accordance with the provisions laws and regulations. CSJ was founded in July 10, 2008. Up to 31 December 2015, Cinere-Serpong Toll Road was yet in operation because it was still in land acquisition stage.

EXECUTIVE BOARD

• President Commissioner: Muh. Najib Fauzan• Commissioner: Arief Witjaksono• President Director: Adi Prasetyanto• Director for Finance and General: Surta Nababan


15

15. PT Jasa Layanan Pemeliharaan (JLP) JLP, before PT Sarana Marga Utama, was

established to toll road construction and maintenance, toll road equipment rent and car rent.

17

EXECUTIVE BOARD

• President Director: Sutirya Wirias Sastra• Commissioner: Mohammad Sofyan• President Director: Septerianto Sanaf• Director: Benny Soediarto Diadi

per 31 Descmber 2015

2015 · laporan tahunan 2015. pt jasa marga ( persero) tbk. 2015 annual report 1 i n developing the...

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