Connectivity - Indonesia-Investments · three (3) sections, i.e. Cengkareng-Kunciran,...

1PT Jasa Marga (Persero) Tbk. 2014 Annual Report

Corporate Governance

Human Capital Management

Corporate Social Responsibility

Management Responsibility for Annual Report 2014

Glossary Consolidated Financial Statements

A N N U A L R E P O R T2014P T J a s a M a r g a ( P e r s e r o ) T b k

Connectivity for Driving Growth

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2 PT Jasa Marga (Persero) Tbk. 2014 Annual Report

Management Discussion and Analysis

Highlights 2014Profile of the Company

New Projects Development

Management Report

Transformation of Jasa Marga

Identity of the Company







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. Gempol-Pandaan 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.

Connectivity for Driving Growth





Management Report



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

No. Subject and Explanation Page

I. General1. Annual Report is to be presented in Indonesian Language. In the event that the

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

Annual Report in Indonesian Language is then to be used as the reference.

ü

2. Annual Report is made in such a way that it is easy to read. Images, charts,

tables, and diagrams are presented by stating clear title and/or explanation.

ü

3. Annual Report should be printed in light-colored, good quality, and A4-sized

paper, bound and possible to be reproduced by photocopying.

ü

4. Annual Report is presented on the company’s website. ü

II. Highlights of Financial Data 56-581. Highlights of financial data is presented in comparative form over a period

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,

and it contains at least:

56-58

1. Revenue. 56-582. Gross Profit. 56-583. Profit (loss). 56-584. Profit (loss) attributable to parent and non-controlling interests. 56-585. Comprehensive profit (loss) 56-586. Comprehensive profit (loss) attributable to parent and non-controlling

interests.56-58

7. Net profit (loss) per share. 56-588. Total assets. 56-589. Total liabilities. 56-5810. Total equity. 56-5811. Profit (loss) to total assets ratio. 56-5812. Profit (loss) to equity ratio. 56-5813. Profit (loss) to revenue ratio. 56-5814. Current ratio. 56-5815. Liabilities to equity ratio. 56-5816. Liabilities to total assets ratio. 56-5817. Other information and ratios relevant to the company and its industry. 56-58

2. Annual Report should present information regarding share for each three-

month period in the last 2 (two) financial years (if any), consisting at least:59-60

1. Outstanding shares. 59-602. Market Capitalization. 59-603. Highest, lowest, and closing share price. 59-604. Traded share volume. 59-605. Traded volume. 59-60








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

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

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. -

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

reported, the Annual Report should then include explanation concerning the

reason for such suspension.

-

5. 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

explain the actions carried out by the company in solving the matter..

-

III. Board of Commissioners’ ReportReport from the Board of Commissioners contains at least the following:

82-89

1. Assessment on the performance of the Directors in managing the company. 862. View on the prospects of the company’s business established by the Directors. 883. Changes in the composition of the Board of Commissioners and reasons for

such changes (if any).85

IV. Directors’ ReportReport from the Directors contains at least the following:

92-97

1. The company’s performance, consisting of among others strategic policies,

comparison between achievement of results and targets, and challenges faced

by the company.

94

2. Description of business prospects. 963. Implementation of Good Corporate Governance. 964. Changes in the composition of the Board of Directors and reasons for such

changes (if any).97

V. Company ProfileCompany profile contains at least the following:

13-50

1. Name, address, telephone number, facsimile number, email, and website of the

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

acquire information on the company.

13

2. Brief history of the company. 163. The company’s business activities in accordance with the latest Articles of

Association, and the products and/or services produced.17

4. Organizational structure of the company presented in the form of a chart, at

least to one level below the Directors, stating name and job title.24

5. Company’s Vision and Mission. 306. Profile of the Board of Commissioners, consisting of: 90-91





Management Report




1. Name. 902. Employment record, work experience, and legal basis of being appointed at

the Issuer of Public Company for the first time, as stipulated in the Official

Report of GMS Resolutions.

90-91, 232

3. Educational background. 90-914. Brief explanation on types of training participated in the fiscal year in order

to improve competencies of the Board of Commissioners (if any).243

5. Disclosure of affiliated relation with members of the Directors, other

members of the Board of Commissioners and the shareholders (if any).237

7. Profile of the Directors, consisting of: 98-991. Name. 98, 2462. Employment record, work experience, and legal basis of being appointed at

the Issuer of Public Company for the first time, as stipulated in the Official

Report of GMS Resolutions.

98-99, 245

3. Educational background. 98-994. Brief explanation on types of training participated in the fiscal year in order

to improve competencies of the Directors (if any).248

5. Disclosure of affiliated relation with other members of the Directors and the

shareholders (if any).237

8. 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

of Commissioners and/or Directors both the latest and the previous one.

-

9. Number of employees and description of competency development, e.g.

employees training and education.32-33,

188-20710. Description of Shareholders and ownership percentage at the end of fiscal year.

Information includes among others:62-65

1. Name of shareholders having 5% or more shares. 652. Directors and Board of Commissioners who own shares. 653. Group of public shareholders each having less than 5% (five percent) share

ownership.65

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

indirect, until the individual owner, presented in the form of scheme or diagram.63

12. Names of subsidiaries, associated companies, joint ventures in which Issuer of

Public Company owns control with the entities, along with the percentage of

share ownership, line of business, and operating status of such companies (if

any). For subsidiaries, information on company address should be added.

34-43

13. Chronology of shares listing, changes in the number of shares from the

beginning of listing up to the end of the financial year and name of Stock

Exchange where company shares are listed (if any).

62

14. Chronology of other securities listing and rating of the securities (if any). 6315. Name and address of rating agency (if any). 5016. Names and addresses of institutions and/or capital market supporting

professionals. In the event that capital market supporting professionals provide

services periodically to the Company, there should be information on services

provided, fees and period of assignment.

50

17. Award and certification received by the company, both national and

international scale during the fiscal year (if any).74-79








VI. Management Discussion and AnalysisAnnual 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:

100-171

1. Operational review by business segment in accordance with the industry.

Description includes among others:106-132

1. Production, which includes process, capacity and its development. 106-1322. Revenue. 106-1323. Profitability. 106-132

2. Analysis on comprehensive financial performance including a comparison

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:

133-171

1. Current assets, non-current assets, and total assets. 1332. Short-term liabilities, long-term liabilities, and total liabilities. 1433. Equity. 1514. Revenue, expenses and profit (loss), other comprehensive revenue and

comprehensive income (loss).153-160

5. Cash flows. 1613. Capability to pay debts by presenting relevant ratio. 1634. The company’s collectable accounts receivable by presenting relevant ratio. 1635. Capital structure and Management’s policies on the capital structure. 1646. Discussion on material ties for the investment of capital goods with explanation

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

the position of related foreign currency against risks.

165

7. Material information and facts occurring after the date of accountant’s report. 1658. The company’s business prospects in relation to the industry, economy in

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

quantitative data from reliable data sources.

165

9. Comparison between target/projection at the beginning of fiscal year and

the realization, which includes revenue, profit, capital structure, and other

information deemed necessary by the Company.

164

10. Target/projection of the Company within the next one year at the longest,

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

other information deemed necessary by the Company.

165

11. Marketing aspects of the company’s products and services, including among

others marketing strategies and market share.166

12. Dividend policy along with the date and amount of dividend per share (cash

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

the past 2 (two) years.

166

13. Use of Proceeds from public offering: 1671. In the event that during the fiscal year reported, the Company is obliged

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.

167

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.-





Management Report




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

divestment, merge, acquisition, debt/capital restructuring, affiliated transaction,

and transaction with conflict of interests, taking place during the fiscal year (if

any).

Information includes:

169

1. Date, value and object of transaction. 1692. Name of transacting parties. 1693. Nature of affiliated relation (if any). 1694. Explanation of fairness of transaction. 1695. Compliance with related rules and regulations. 169

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

company and its impacts on the financial report (if any).170

16. Changes in the accounting policy, rationale and impacts on the financial

statement (if any).170

VII. Corporate GovernanceCorporate governance of the company contains description consisting of at least the

following:

208-349

1. Board of Commissioners, consisting of among others: 232-2441. Description of responsibility of the Board of Commissioners. 2332. Disclosure of procedures, basis of decision, and amount of remuneration for

members of Board of Commissioners.241

3. Disclosure of company policies and the implementation on frequency

of Board of Commissioners meetings, including joint meetings with the

Directors, and attendance of members of Board of Commissioners in such

meetings.

239

2. Directors, consisting of among others: 245-2521. Scope of work and responsibility of each member of the Directors. 2462. Disclosure of procedures, basis of decision, and amount of remuneration for

members of Directors, along with the relation between remuneration and

company performance.

250


of Directors meetings, including joint meetings with the Board of

Commissioners, and attendance of members of Directors in such meetings.

249

4. Resolutions of GMS of the previous year and the realization during the

fiscal year, along with reasons in the event that there is a resolution not yet

realized.

225-231

5. Disclosure of company policies on performance assessment of members of

Directors (of any).244

3. Audit Committee, consisting of among others: 257-2631. Name. 2572. Employment record, work experience, and legal basis of appointment. 258, 2633. Educational background. 258, 2634. Period of service of Audit Committee members. 257, 2635. Disclosure of independence of Audit Committee. 259









of Audit Committee meetings and the attendance of Audit Committee

members in such meetings.

260

7. Brief description activities carried out by Audit Committee during the fiscal

year based on what is stated in Audit Committee Charter.261

4. Other committees the Issuer or Public Company has in order to support

the function and tasks of Directors and/or Board of Commissioners, such as

Nomination and Remuneration Committee, consisting of among others:

264-269

1. Name. 264-2692. Employment record, work experience, and legal basis of appointment. 264-2693. Educational background. 264-2694. Period of service of committee members. 264-2695. Disclosure of company policies on independence of committee members. 264-2696. Description of the tasks and responsibilities. 264-2697. Disclosure of company policies and the implementation on frequency of

committee meetings and the attendance of committee members in such

meetings.

264-269

8. Brief description activities carried out by committee during the fiscal year. 264-2695. Description of tasks and function of the Corporate Secretary. 270

1. Name. 2722. Employment record, work experience, and legal basis of appointment. 2723. Educational background. 2724. Period of service of Corporate Secretary. 2725. Brief description of tasks implementation of Internal Auditing Unit during

the fiscal year.271

6. Description of company’s Internal Auditing Unit. 2731. Name. 2792. Employment record, work experience, and legal basis of appointment. 274, 2793. Qualification/certification as an Internal Audit (if any). 2734. Structure and position of Internal Auditing Unit. 2745. Tasks and responsibilities of Internal Auditing Unit in accordance with that

stipulated in Internal Auditing Unit Charter.276

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

the fiscal year.277

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

of at least:278-279

1. Operational and financial control, along with compliance with other

prevailing rules and regulations.278-279

2. Review on effectiveness of internal control system. 2798. Risk management system implemented in the company, consisting of at least: 280-293

1. General description of risk management system of the company. 280-2822. Types of risks and efforts to manage such risks. 2853. Review on effectiveness of the company’s risk management system. 288-293

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

members of the Board of Commissioners and Directors, including among

others:

293-299





Management Report




1. Material of the case/claim. 293-2992. Status of settlement of case/claim. 293-2993. Impacts on the financial condition of the company. 293-299

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

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

other authorities during the fiscal year (if any).

299

11. Information on code of ethics and corporate culture (if any) consisting of: 300-3041. Main points of code of ethics. 3002. Main points of corporate culture. 3033. Form of socialization of code of ethics and its enforcement efforts. 300-3044. Disclosure of code of ethics is applied to the Board of Commissioners,

Directors and employees of the company.300-304

12. Explanation on employees and/or Management share ownership program

carried out by Issuer or Public Company, including among others amount,

period of time, requirements for eligible employees and/or Management, and

exercise price (if any).

305

13. Explanation on Whistleblowing System at the Issuer or Public Company to

report misconducts causing potential loss to the company or the stakeholders

(if any), consisting of among others:

306-310

1. Means of submitting the report on misconducts. 3082. Protection for whistleblower. 3093. Party managing whistleblowing. 3064. Results of whistleblowing handling. 310

VIII. Corporate Social Responsibility 314-3491. Discussion on corporate social responsibility consisting of policies, types of

programs, and cost, in relation of the aspects of among others:314-349

a. Environment, such the use of environmentally friendly and recyclable

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

certification in the field of environment, etc.

318

b. Labor practices, occupational health and safety, such as equality in gender

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

work accident, training, etc.

320

c. Social and community development, such as the use of local work force,

empowerment of the company’s surrounding community, improvement of

social facilities and infrastructure, other forms of donations, etc.

331

d. Product responsibility, such consumers’ health and safety, product

information, facilities for customers complaints, number of complaints and

complaints handling, etc.

343

2. 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.








IX. Audited Financial Report 353The Financial Report contained in the Annual Report should be presented in

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

Regulation No. X.E.1.

353

X. Signatures of the Board of Commissioners and Directors 350-3511. Annual Report should be signed by all members of the present Board of

Commissioners and Directors.

ü

2. 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

Attachment of this Regulation.

-

3. 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

separate letter stating the reason and it is to be attached to the Annual Report.

-

4. 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.

-





Management Report



80Management Report

208 Corporate Governance

100Management Discussion and Analysis

314 Corporate Social Responsibility

Contents

Connectivity for Driving Growth 1Cross Reference to Bapepam-LK Regulation No. X.K.6 2

Table of Contents 10

IDENTITy OF THE COMPANy 13

PROFILE OF THE COMPANy 14

Jasa Marga at a Glance 14Jasa Marga’s Milestones 14Jasa Marga in Brief 16Business Activities 17Development of Toll Road Industry in Indonesia 17

Development of Jasa Marga’s Business 18

Vision & Mission, Values and Logo of the Company 20

Organizational Structure 24Jasa Marga Key Personnel 26Human Capital Profile 32Major Shareholder, Subsidiaries and Associated Companies 34

Jasa Marga Group Corporate Structure 34

Subsidiaries 35Associated Companies 42

Areas of Operation and New Toll Road Projects 44

Address of Branch Offices, Subsidiaries and Associated Companies

48

Supporting Institutions and Professionals 50

TRANSFORMATION OF JASA MARGA 53

HIGHLIGHTS 2014 56

Financial Highlights 2010-2014 56Operational Highlights 2010-2014 58Stocks Highlights 59Bonds Highlights 61Chronology of Jasa Marga Shares Listing and Bonds Issuance 62

Composition of JSMR Shares Ownership 63

Shares Ownership of Board of Commissioners, Directors and Employees

65

Twenty Largest Shareholders and Bondholders 65

Significant Events 2014 68Awards and Certifications 74

MANAGEMENT REPORT 80

Board of Commissioners Report 82Composition of the Board of Commissioners 84

Work Program of the Board of Commissioners 84

Assessment on Performance of the Directors 86

View on Business Prospect Established by the Directors 88

Assessment on Performance of the Committees under the Board of Commissioners

89

Profile of Board of Commissioners 90Directors Report 92

Analysis of Performance of the Company 94

Performance Achievement of the Company 94

Obstacles Faced by the Company 95Future Prospect of the Company’s Business 96

Sustainable Implementation of Corporate Governance 96

Corporate Social Responsibility 96Changes in the Composition of the Directors 97

Profile of Directors 98

MANAGEMENT DISCUSSION AND ANALySIS 100

General Review 103Review on the Company’s Performance Compared with Toll Road Industry

104

The Company’s Business Activities 106Operational Review by Business Segment 106

Jasa Marga Business Segment 106Basis of Implementation of Jasa Marga Business Segment 107

Business Segment of Toll Road Operation 112

Executive Summary of Operation Director, Hasanudin 127

Business Segment of Non-Toll Road Business Development 130

Comprehensive Analysis of Financial Performance 133

Assets 133Liabilities 143Equity 151Consolidated Statements of Comprehensive Income 152

Operating Revenues 153Operating Expenses 156Operating Income 157Income for the Year 159Other Comprehensive Revenues 159Comprehensive Income for the Year 160Profitability Ratio 161Consolidated Statements of Cash Flows 161

Solvability and Collectability of Receivables 163

Capital Structure 164Capital Structure Policy 164Investment in Capital Goods 164Comparison of 2014 Target and 2014 Realization 164

Target/Projection to Achieve Next Year 165

Material Ties for the Investment in Capital Goods 165

Material Information Subsequent to the Date of Accountant’s Report 165

Business Prospect and Conditions of the Industry and Economy 165

Marketing Strategies and Market Share 166

Cash Dividend Policy and Payment 166Use of Proceeds 167Material Increase/Decrease in Net Revenues in Relation to Sales Volume or New Services

169

Material Information on Investment, Expansion, Divestment and Acquisition and Debt/Equity Restructuring

170

Information on Material Transaction with Conflict of Interest and/or Related Parties Transaction

170

Changes in Legislation Significantly Affecting the Company 170

Changes in Accounting Policies Significantly Affecting the Company 170

Executive Summary of Finance Director, Reynaldi Hermansjah 171

NEw PROJECTS DEVELOPMENT 172

Development of Toll Road Business 176Development of Non-Toll Road Business 184

Executive Summary of Business Development Director, Abdul Hadi Hs. 185







HUMAN CAPITAL MANAGEMENT 188

Transformation of Human Capital 191Organizational Improvement 192Manpower Planning and Recruitment 194Employees Performance and Competency Development 195

Employees Performance Management System 197

Employees Career Development 199Employees welfare 201Industrial Relations Management 203Management of Post-Employment Program 204

Management of Outsourced Employees 205

Employees Productivity 205Awards Related to Human Capital Management 205

Management of Human Capital Transformation 206

Cost for Human Resources 206Executive Summary of Human Capital and General Affairs Director, Muh Najib Fauzan

207

CORPORATE GOVERNANCE 208

Jasa Marga Commitment to GCG Implementation 211

Objectives of GCG Implementation at Jasa Marga 212

Legal Basis of GCG Implementation at Jasa Marga 213

Results of GCG Implementation Assessment 216

Structure, Policy and Mechanism of Corporate Governance Implementation

221

General Meeting of Shareholders 225Board of Commissioners 232

Composition of the Board of Commissioners 232

Duties and Responsibilities of the Board of Commissioners 233

Appointment and Dismissal of Board of Commissioners 236

Independence of the Board of Commissioners and Independent Commissioners

236

Affiliate Relationship and Board Membership at Other Companies 237

Dual Positions and Conflict of Interest 238

Work Guidelines and Orders for the Board of Commissioners (Board Charter)

238

Board of Commissioners Meetings 239Procedures, Basis of Decision and Amount of Remuneration of Members of Board of Commissioners

241

Board of Commissioners Competency Development and Training Programs

243

Decisions of Board of Commissioners in 2014 243

Monitoring and Evaluation of the Follow up of Decisions of Board of Commissioners-Directors Joint Meetings in 2014

244

Achievement of Board of Commissioners Key Performance Indicators (KPI) 2014

244

Committees under Board of Commissioners 244

Directors 245Requirements, Membership and Composition of Directors 245

Duties and Responsibilities of the Directors 246

Independence of Directors 247Directors Dual Positions 248

Work Guidelines and Orders for the Directors (Board Charter) 248

Directors Competency Development and Training Programs 248

Directors Meetings 249Decisions of Directors in 2014 250Procedures, Basis of Decision and Amount of Remuneration of Members of Directors

250

Relationship between Board of Commissioners and Directors 253

Assessment of Board of Commissioners and Directors 254

Diversity in the Composition of Board of Commissioners and Directors 256

Committees 257Audit Committee 257

Composition of Audit Committee 257Legal Basis on the Forming of Audit Committee 257

Educational Qualification and Work Experience 258

Tasks and Responsibilities of Audit Committee 258

Independence of Audit Committee 259

Audit Committee Meetings 260Remuneration of Audit Committee 261

Achievement of Audit Committee Key Performance Indicators (KPI)

261

Report on Implementation of Tasks of Audit Committee 261

Profile of Audit Committee 263Business Risk and Investment Committee 264

Composition of Business Risk and Investment Committee 264

Legal Basis on the Forming of Business Risk and Investment Committee

264

Tasks and Responsibilities of Business Risk and Investment Committee

264

Independence of Business Risk and Investment Committee 265

Business Risk and Investment Committee Meetings 265

Remuneration of Business Risk and Investment Committee 265

Achievement of Business Risk and Investment Committee Key Performance Indicators (KPI)

265

Report on Implementation of Tasks of Business Risk and Investment Committee

266

Profile of Business Risk and Investment Committee 268

Remuneration and Nomination Committee 269

Policies in Directors Successors 269Profile of Remuneration and Nomination Committee 269

Corporate Governance Committee 269Profile of Corporate Governance Committee 269

Secretary of the Board of Commissioners 270

Corporate Secretary 270Organizational Structure of Corporate Secretary 270

Implementation of Tasks of Corporate Secretary 271

Work Experience of Corporate Secretary 272

Competency Development and Training Programs of Corporate Secretary

272

Profile of Corporate Secretary 272

Internal Audit Unit 273Qualification of Internal Audit Unit 273Structure and Position of Internal Audit Unit 274

Appointment and Dismissal of Internal Audit 274

Competency Development of Internal Audit Human Resources and Certification of Audit Profession

274

Work Guidelines for Internal Audit Unit 275

Code of Ethics for Internal Auditors 276Tasks and Responsibilities of Internal Audit Unit 276

Implementation of Activities of Internal Audit Unit in 2014 277

Audit Results of Internal Audit Unit 277Other Audit Supporting Activities 277Internal Audit Unit Performance Evaluation 277

Internal Control System of the Company 278

Socialization of Corporate Internal Control System (SPIP) Framework 278

Review on Effectiveness of Corporate Internal Control System (SPIP)

279

Profile of Head of Internal Audit 279

Risk Management Report 280Develoment of Jasa Marga Risk Management 280

Risk Management Policies 281Risk Management Governance Structure 282

The Company’s Risks and Managing Them 285

Implementation of Risk Management Work Programs in 2014 288

Profile of VP Risk and Quality Management 293

Material Litigation 293Information on Administrative Sanctions 299

Code of Conduct and Corporate Culture 300

Code of Conduct 300Corporate Culture 303

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

305

Equal Treatment to All Shareholders 305whistleblowing System 306Procurement of Goods and Services 310Governance of Information Technology 312

External Auditor 312

CORPORATE SOCIAL RESPONSIBILITy 314

General Strategies and Policies 317Ecological Responsibility 318Labor and Occupational Health & Safety Responsibility 320

Report on Social Responsibility 331Responsibility to Customers 343Access to Information and Data of the Company 349

MANAGEMENT RESPONSIBILITy FOR ANNUAL REPORT 2014

350

GLOSSARy 352

CONSOLIDATED FINANCIAL STATEMENTS 353





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.







Name of the CompanyPT Jasa Marga (Persero) Tbk.

Incorporated in Jakarta

Head Office AddressPlaza 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]

Website: www.jasamarga.com

Center for Traffic Information and Other ServicesJMTIC (Jasa Marga Traffic Information Center)

62-21 8088 0123

Date of Establishment01 March 1978

Legal Basis of EstablishmentGovernment Regulation No. 04 of 1978

Authorized CapitalRp 9.52 trillion

Issued & Fully Paid CapitalRp 3.4 trillion

OwnershipGovernment of the Republic of Indonesia 70%

Public 30%

Share Listing InformationStock Exchange : IDX, quote JSMR since 12

November 2007

Bloomberg : JSMR IJ

Reuters : JSMR.JK


Business Activities According to the Company’s Articles of Association

stipulated in the Decision of the Minister of Law

and Human Rights of the Republic of Indonesia

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

along with the supporting facilities in particular,

by implementing the principles of Limited Liability

Company. To achieve the said aims and purposes,

the Company performs the following business

activities:

CORE 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 ACTIVITIES1. 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



2006 200820042003

2007

• JasaMargawas

established

with the scope

of business to

manage, maintain

and provide toll

road network.

• Jagorawiasthe

first toll road in

Indonesia started

to operate.

Semarang Toll Road

started to operate. • Jakarta-Tangerang

Toll Road started to

operate.

• Prof.Dr.Ir.

Sedyatmo Toll

Road started to

operate.

• Surabaya-Gempol

Toll Road started to

operate.

• Belmera(Belawan-

Medan-Tanjung

Morawa) 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).

• ThechangeinJasa

Marga Logo signifying

the Company’s

Modernization and

Transformation.

• JasaMargabecamea

public company through

the Initial Public Offering

(IPO) by listing its shares

at the Indonesia Stock

Exchange.

• TheintegrationofJORR

Toll Road from Ulujami-

Cilincing.

The signing

of Kunciran-

Serpong Toll

Road Concession

Agreement.

Profile of the CompanyJasa Marga at a GlanceJasa Marga’s Milestone

19781983 1984 1986







• Governmentbeganto

provide the opportunity

for private parties to

participate in the provision

of toll roads through Build,

Operate and Transfer

(BOT) system with Jasa

Marga.

• JasaMargastartedthe

operation of Jakarta Inner

Ring Road Toll Road in

stages.

Jakarta-Cikampek

Toll Road started

to operate.

• Padaleunyi

(Padalarang-

Cileunyi) Toll Road

started to operate.

• JORRTollRoad

(Section E Cakung-

Cikunir) started to

operate.

Jakarta Outer Ring

Road Toll Road

(Section S Pondok

Pinang-Lenteng

Agung) started to

operate.

Palikanci

(Palimanan-

Kanci) Toll

Road started to

operate.

• BogorOuterRing

Road Toll Road

(Section 1 Sentul

Selatan-Kedung

Halang) started to

operate.

• e-TollCardstartedto

be implemented.

• Thesigningof

Cengkareng-Kunciran

Toll Road Concession

Agreement.

• Surabaya-Mojokerto

Toll Road (Section

1A Waru-Sepanjang)

and Semarang-Solo

Toll Road (Section 1

Semarang-Ungaran)

started to operate.

• ThesigningofNusa

Dua-Ngurah Rai-Benoa

Toll Road Concession

Agreement.

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.

• TheStartofoperationof

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).

• JasaMargawonthetender

for the concession of Medan-

Kualanamu-Tebing Tinggi Toll

Road.

2011

20132014

20092012

19871988

19901991

1998





Management Report



Jasa Marga in Brief

BASIS OF ESTABLISHMENTTo support the economic growth, Indonesia needs

reliable road network. PT Jasa Marga (Persero)

Tbk. was formed based on Government Regulation

No. 04 of 1978 on the State Capital Participation of

the Republic of Indonesia in the establishment of a

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

maintenance and provision of toll road network,

along with its business regulations (State Gazette

No. 04 of 1978 in conjunction with the Decree of

the Minister of Finance of the Republic of Indonesia

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

of Perusahaan Perseroan (Persero) PT Jasa Marga

dated 27 February 1978).

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

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

1981 and the name of the Company was changed into

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

Muljadi, SH., then Notary in Jakarta.

The Company’s Articles of Association have been

amended several times and the most recent

amendment has been announced in the Supplement

No. 27404 to the State Gazette of the Republic of

Indonesia dated 12 December 2008 No. 100 and

was last amended based on Deed of Resolutions of

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

Poerbaningsih Adi Warsito, SH., Notary in Jakarta as

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

of Resolutions of Extraordinary General Meeting

of Shareholders No. 95 dated 21 June 2012, made

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

Jakarta and has obtained acknowledgement letter

from Directorate General Public Law Administration

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

AH.01.10-25313 dated 10 July 2012.

In accordance with the resolutions of the

Extraordinary General Meeting of Shareholders

convened on 12 September 2007 regarding the

changes in the Company’s Articles of Association

with regards to Initial Public Offering, including

the increase in authorized capital, issued and

fully paid capital; the changes in par value and

the classification of share; the change in the

Company’s status from a private company to

become a public company; and the change in the

name of the Company to become Perusahaan

Perseroan (Persero) PT Jasa Marga (Indonesia

Highway Corporatama) Tbk. or PT Jasa Marga

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

Company’s Articles of Association was stated in

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 NAMEApart 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.

Business ActivitiesAccording to Article 3 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 along with the supporting

facilities in particular, by implementing the principles

of Limited Liability Company. To achieve the above

aims and purposes, the Company performs the

following activities:

1. 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.

The above business activities are carried out through

the process of planning, building, operating and

maintaining toll roads along with the facilities so that

toll roads are able to function as highway providing

more benefits compared to the non-toll roads.

Based on its Articles of Association, the Company

also conducts the following supporting business

activities:

1. Developing property in areas near toll road

corridor.

2. Developing services 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. Developing the fields of trade and services

for construction, maintenance and toll road

operation.

Development of Toll Road Industry in Indonesia

1978The 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

Marga (Persero) Tbk. as equity participation.

1980At 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.





Management Report



2004The issuance of Law No. 38 of 2004 on Road

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

of Government Regulation No. 15 giving more

specific regulations on toll roads have brought

changes in toll road business mechanism, which

among others include the forming of the Indonesian

Toll Road Authority (Badan Pengatur Jalan Tol

– BPJT) as the regulator of toll road industry in

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

Minister of Public Works along with the adjustment

every two years based on inflation.

Development of Jasa Marga’s BusinessAt 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.

Since then, toll road operation and development

is based on investment concept and as an

investor, the Company will invest in toll roads that

are financially feasible in accordance with the

concession period. To get new toll road concession

also requires the forming of new business entity.

Toll road concession may be acquired in three

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

Government, by acquiring/increasing ownership

at potential toll road sections and by unsolicited

mechanism in which the Company propose to the

Government toll road section that is not included in

the Government’s plan.

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 BUSINESSThrough 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 Pinang-

Jagorawi (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 Surabaya-

Mokojerto 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.







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.

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

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

owned enterprise, and Local Government, the

Company was appointed developer of Nusa Dua-

Ngurah Rai-Benoa Toll Road project in Bali.

In 2014, together with a consortium of three

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

concession of Medan-Kualanamu-Tebing Tinggi Toll

Road. Therefore, through the Subsidiaries formed by

the Company in cooperation with several business

partners, with the Company having majority

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

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

273 km.

Through nine (9) Branches and eleven (11) toll road

Subsidiaries, the Company is the concession holder

of 23 toll road sections, 18 of which, representing

576 km, are already operated, including four new toll

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

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 Rai-

Benoa 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.

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

DEVELOPMENT OF NON-TOLL ROAD BUSINESSESApart from toll road business, the Company also

conducts several non-toll road business activities

intended to enable the synergy and maximize the

development of the Company’s assets. The said

activities are strengthened by establishing two

subsidiaries, namely PT Jasa Layanan Pemeliharaan

(JLP), previously known as PT Sarana Marga Utama

founded in 1988 and was acquired in 2010 to work

in the field of construction, trading and car rental

services; and PT Jasamarga Properti founded

in 2013 to work in the field of property related

services, trading and development. At the two said

subsidiaries, the Company is the major shareholder.

Based on the types of business, the Company’s main

income derives from the toll payment of vehicles

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

revenues consisting of revenues from land rent,

advertisements, rest areas, operation of other party’s

toll road and maintenance services.





Management Report



Vision & Mission, Values and Logo of the CompanyThe 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.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.

NEEDS ANDEXPECTATIONS OF

STAKEHOLDERS

VISION AND MISSION

STRATEGIC CHANGESIN EXTERNAL SURROUNDING

AND BUSINESS OPPORTUNITIES

ACHIEVEMENTS OFTHE COMPANy’S PERFORMANCE

AND INTERNAL STRENGTHS

DIRECTORS ANDBOARD OF COMMISSIONERS

Stages of Setting the Vision and Mission of the Company







2017 VisionTo become a leading company in the development and operation of toll roads in Indonesia.

2022 VisionTo 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. The Vision of the Company is as follows:

Leading Company is defined with the following characteristics:• Havingrelativelyhighfinancialsoundnessintheindustryandprovidinglong-terminvestment

value.• Becomingmarketleaderintheindustry.• Constantlymakinginnovationinordertoprovideexcellentqualityofproductsandservices.• Havingsocialresponsibilitytothecommunityandenvironment.• HavingqualifiedManagement• BecomingrolemodelinHumanCapitalmanagementtoothercompaniesandbeingchosenasthe

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:

Mission1. 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 the Company





Management Report



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.

J S

Logo of the Company

1993 - 20071978 - 1993 2007 - present

Transformation of the Company’s Logo




Management Report









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:

Values of the Company

M R

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

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

Since 1978, the Company’s logo has been

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

The Company’s logo used since 2007 shows

changes that reflect strong commitment

to grow to become a company having the

images of leading, modern and professional

in the industry. The colors of blue and yellow

in the logo represent hope and future as well

as spirit and commitment. The configuration

of road forming the letter “J” (the first letter

of the Company’s name) is the reflection

of the Company’s historical journey, giving

the image of the Company with increasing

dynamic, whereas the blue ball indicates that

Jasa Marga is on its way to become a company

with global standard. The toll road services are

continuously improved to meet such standard.










Management Report



Organizational StructureIn 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.

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

Organizational Structure PT Jasa Marga (Persero) Tbk.

INTERNAL AUDIT

AGUS PURNOMO

MAINTENANCE DIVISION

AyU wIDyA KISwARI

OPERATION MANAGEMENT

DIVISIONTARULI M. HUTAPEA

HUMAN CAPITAL STRATEGy AND POLICy

DIVISIONUNGGUL CARIAwAN

HUMAN CAPITAL SERVICES DIVISION

SUTIRyA wIRIAS SASTRA

GENERAL AFFAIRS DIVISION

IBK yUDARTHA

BUSINESS DEVELOPMENT

DIRECTORABDUL HADI Hs.

HUMAN CAPITAL AND GENERAL AFFAIRS

DIRECTORMUH NAJIB FAUZAN

OPERATION DIRECTOR

HASANUDIN

TOLL ROAD SUBSIDIARIES

NON TOLL ROAD SUBSIDIARIES

REST AREA BUSINESS UNIT

JASA MARGA DEVELOPMENT CENTER

UNITIRwAN PRASETyO

LEONA ROEDHIANITASARI L.

RELATED BUSINESS DEVELOPMENT

DIVISION

DEDI KRISNARIAwAN S.

HIGHwAy AND TRAFFIC ENGINEERING DIVISION

CHRISTANTIO PRIHAMBODO

TOLL ROAD BUSINESS DEVELOPMENT

DIVISIONTRULy

NAwANGSASI

PRESIDENT DIRECTOR

ADITyAwARMAN

CORPORATE SECRETARy

DAVID wIJAyATNO

BRANCH OFFICES







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

Division, Human Capital Services Division;

and management of general affairs

activities through General Affairs Division.

4. Directorate of Finance, through

Corporate Planning Division, Finance

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

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.

CORPORATE PLANNING DIVISION

MOHAMMAD SOFyAN

FINANCE AND ACCOUNTING DIVISION

ARIEF NURSETIAwAN

COMMUNITy DEVELOPMENT

UNIT

ENKKy SASONO A. w.

RISK AND QUALITy MANAGEMENT

DIVISION

NIXON SITORUS

LEGAL DIVISION

HELI wINARSO

INFORMATION TECHNOLOGy

DIVISIOND. HARI PRATAMA

FINANCE DIRECTOR

REyNALDI HERMANSJAH





Management Report



Jasa Marga Key PersonnelHEAD OFFICE

DAVID wIJAyATNO

Corporate SecretaryProfile is available at Profile of Corporate Secretary.

AGUS PURNOMOHead of Internal AuditProfile is available at Profile of Head of Internal Audit.

NIXON SITORUSVP Risk and Quality ManagementProfile is available at Profile of VP Risk and Quality Management.

TARULI M. HUTAPEAVP Operation ManagementHaving 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).

AyU wIDyA KISwARIVP Maintenance 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).

CHRISTANTIO PRIHAMBODOVP Highway and Traffic EngineeringHaving 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 NAwANGSASIVP Toll Road Business DevelopmentHaving 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).







MOHAMMAD SOFyANVP Corporate PlanningHaving 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).

ARIEF NURSETIAwANVP Finance and AccountingHaving 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).

DEDI KRISNARIAwAN SUNOTOVP Related Business DevelopmentHaving 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).

UNGGUL CARIAwANVP Human Capital Strategy and PolicyHaving 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).

SUTIRyA wIRIAS SASTRAGM Human Capital ServicesHaving 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 Jakarta-Cikampek Branch (2007-2011).

IDA BAGUS KADE yUDARTHAGM General AffairsHaving 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 (2013-2014) and Head of Logistics Department of General Affairs Bureau (2008-2013).

HELI wINARSOVP LegalHaving 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).

D. HARI PRATAMAVP Information TechnologyHaving 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).





Management Report



ROy A. DARwISGM Cawang-Tomang-CengkarengHaving 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).

SARI PURNAwARMANGM Jakarta-TangerangHaving 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 (2012-2014) and Head of Traffic Management Department of Jagorawi Branch (2010-2012).

yUDHI KRISyUNOROGM Jakarta-CikampekHaving 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).

RICKy DISTAwARDHANAGM PurbaleunyiHaving 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).

ENKKy SASONO A. w.GM Community Development ProgramHaving 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 Surabaya-Gempol Branch (2007-2011).

IRwAN PRASETyOGM Jasa Marga Development CenterHaving 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).

SUPRATOwOGM JagorawiHaving 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).

TEDDy ROSADyGM PalikanciHaving 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).

BRANCH OFFICES







SILVERSTER ARyAN wIDODOCommunication & Information Technology Development Business Project ManagerHaving 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).

BAMBANG EKOArrangement and Expansion of Head Office, Taman Mini Main Toll Gate, Jagorawi Branch Office and its Surroundings Project ManagerHaving 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).

RADDy R. LUKMANGM Surabaya-GempolHaving 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 Jakarta-Cikampek Branch (2012-2014).

BAGUS CAHyA A.BGM SemarangHaving 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).

SETIA BUDIGM BelmeraHaving 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).

HIDAyATULLAHPorong-Gempol Toll Road Development Project ManagerHaving 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 (2011-2014) and Senior Expert Staff for Implementation Control of PT Transmarga Jatim Pasuruan (2010).

ARI KRISTOPOAdditional Lanes on Jagorawi Toll Road and Taman Mini Main Toll Gate Relocation Project ManagerHaving 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).

LEONA ROEDHIANITASARI LEGAwATIHead of Rest and Services Areas Business UnitHaving 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).

PROJECT OFFICES





Management Report



A. TITO KARIMPresident Director of PT Jasamarga Bali TolHaving 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).

SUBAKTI SyUKURPresident Director of PT Marga Lingkar JakartaHaving 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-Tomang-Cengkareng Branch (2008-2014) and Surabaya-Gempol Branch Manager (2006-2008).

HENGKI HERwANTOPresident Director of PT Transmarga Jatim PasuruanHaving 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 Gempol-Pasuruan Toll Road Preparation and Development Project Manager (2008-2011).

SEPTERIANTO SANAFPresident Director of PT Jalantol Lingkarluar JakartaHaving 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).

MUHAMMAD ZAHIR SIREGARPresident Director of PT Marga Sarana JabarHaving 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).

DJADJAT SUDRADJATDirektur Utama President Director of PT Trans Marga JatengHaving 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 (2006-2009) and President Director of PT Marga Nujyasumo Agung (2009-2011).

BUDI PRAMONOPresident Director of PT Marga Nujyasumo AgungHaving 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).

SETIyONOPresident Director of PT Jasamarga Pandaan TolHaving 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).

SUBSIDIARIES AND ASSOCIATED COMPANIES







AGUS ACHMADIPresident Director of PT Marga Trans NusantaraHe 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).

SAUT PARLINDUNGAN SIMATUPANGPresident Director of PT Marga Kunciran-CengkarengHaving 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).

DADANG SUMARyANAPresident Director of PT Jasa Layanan PemeliharaanHaving 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 MOEDyARNOPresident Director of PT Ismawa TrimitraHaving 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).

AGUS SUHARJANTOPresident Director of PT Jasa Marga Kualanamu TolHaving 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).

MOHAMAD AGUS SETIAwANVP Related Business DevelopmentHaving 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).





Management Report



Human Capital Profile

Number of Permanent Employees at Parent Company 2010-2014(people)

Composition of Permanent Employees at Parent Company by Level of Education

To support the Company’s sustainable growth,

at present the Company is making the efforts to

optimize the empowerment of existing human

resources. The number of permanent employees

Level of Education

2013 2014

Number of Employees

Proportion (%)

Number of Employees

Proportion (%)

S3 1 0.02 1 0.02

S2 70 1.43 86 1.83

S1 500 10.26 464 9.89

Academy 17 0.35 13 0.28

High School 4,210 86.36 4,067 86.68Junior High School 17 0.35 23 0.49

Elementary School 60 1.23 38 0.81

TOTAL 4,875 100.00 4,692 100.00

in 2014 reaching 4,692 people decreased by 3.75%

compared to that of 2013 reaching 4,875 people.

This figure keeps decreasing over the past years

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

2010

5,30

3

2011

5,15

4

2012

5,0

75

2013

4,8

75

2014

4,6

92

Level of Position2013 2014

Number of Employees

Proportion (%)

Number of Employees

Proportion (%)

Top Management 70 1.44 64 1.36

Middle Management 143 2.93 143 3.05

Lower Management 232 4.76 214 4.56

Caretaker 4,430 90.87 4,271 91.03

TOTAL 4,875 100.00 4,692 100.00

Composition of Permanent Employees at Parent Company by Level of Position







Composition of Permanent Employees at Parent Company by Age

COST FOR EDUCATION AND TRAININGPOLICIES IN EMPLOyMENT OPPORTUNITIES

Age

2013 2014

Number of Employees

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

>51 914 18.75 1,025 21.85

TOTAL 4,875 100.00 4,692 100.00

The Company’s policies in work opportunities, either

in employees’ placement or career development

are stipulated in Joint Working Agreement

(Perjanjian Kerja Bersama – PKB). Jasa Marga

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,

capabilities and competencies of the employees.

Throughout 2014, the cost for employees’

education and training of the Company reached

Rp 15.55 billion.

(in billion Rp)

Cost 2013 2014

Education and

Training

18.66 15.55

Status2013 2014

Number of Employees

Proportion (%)

Number of Employees

Proportion (%)

Permanent Employees 4,875 99.35 4,692 99.28

Non-Permanent Employees 32 0.65 34 0.72

TOTAL 4,907 100.00 4,726 100.00

Composition of Employees at Parent Company by Status





Management Report



PUBLIC

30%

GOVERNMENT OF THE REPUBLIC OF INDONESIA

70%

Major Shareholder, Subsidiaries & Associated Companies

PT Marga Trans

Nusantara60.00%

PT Jasamarga Kualanamu Tol 55.00%

PT Marga LingkarJakarta65.00%

PT BukakaMargaUtama

20.00%

PT JalantolLingkarluar

Jakarta99.00%

PT CitraBhakti

MargatamaPersada34.83%

PT Jasamarga Pandaan Tol

79.84%

PT MargaNujyasumo

Agung55.00%

PT IsmawaTrimitra25.00%

PT MargaSaranaJabar

55.00%

PT CitraGaneshaMarga

Nusantara30.00%

PT Jasa Layanan Pemeliharaan

99.00%

PT TransmargaJatim

Pasuruan97.20%

PT TransMargaJateng73.90%

PT JasamargaProperti99.00%

PT JasamargaBali Tol55.00%

PT MargaKunciran

Cengkareng76.15%

PT TransLingkar

Kita Jaya21.24%

SUBSIDIARIES(OwNERSHIP >50%)

ASSOCIATED COMPANIES(OwNERSHIP

20%-50%)

PT JASA MARGA (PERSERO) Tbk.

Jasa Marga Group Corporate Structure(as of 31 December 2014)







Subsidiaries

No. 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)

- 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

Nusa Dua-Ngurah Rai-Benoa Toll Road Operator

Operated

6. PT Marga Lingkar Jakarta (MLJ)

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

JORR W2 North Toll Road Operator

Operated

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

10. 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, Trading and Development

Operated

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.

as of 31 December 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

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,

PT Translingkar Kita Jaya’s Cinere-Jagorawi Toll

Road Section 1 and PT Jasamarga Bali Tol’s Nusa

Dua-Ngurah Rai-Benoa Toll Road.

Members of the Board

• PresidentCommissioner:Firmansjah

• Commissioner:Y.B.PriyatmoHadi

• PresidentDirector:SepteriantoSanaf

• Director:AlbertMPSilaen


• PresidentCommissioner:MaqdirIsmail

• Commissioner:ReynaldiHermansjah

• Commissioner:DiahWahjuSari

• PresidentDirector:MuhammadZahirSiregar

• FinanceDirector:AggiTjetje

• Engineering&OperationDirector:Ach.

Lukman Letnantoro

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

operation.as of 31 December

Financial Highlights (Rp billion)

Description 2013 2014

Assets 896.35 860.38

Operating Revenues 336.56 132.07

as of 31 December



Assets 103.28 130.89








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 10.80 km has been operated since 12

November 2011 and Section 2 has been operated

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

is derived from toll road operation.


• PresidentCommissioner:Sunaryo

• Commissioner:RadenMasBagus

Wisnu Handoyo

• Commissioner:Hasanudin

• PresidentDirector:DjadjatSudradjat

• FinanceDirector:Darmoko

• EngineeringDirector:AriNugroho

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. 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.


• PresidentCommissioner:AgungYunanto

• Commissioner:MuhNajibFauzan

• Commissioner:RaymondRamanan

• PresidentDirector:BudiPramono

• FinanceDirector:SyafaruddinAR

• OperationDirector:EdwinCahyadi

• Administration&GeneralAffairsDirector:

Kamil Rusnandar

as of 31 December



Assets 3,407.47 3,729.26


as of 31 December



Assets 1,766.14 2,287.88






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.

6. PT Marga Lingkar Jakarta (MLJ) MLJ is Jasa Marga’s Subsidiary established

for the concession of JORR W2 North



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

2013, and on 22 July 2014 the whole section of

7.70 km length is fully operated.


• PresidentCommissioner:AbdulHadiHs.• Commissioner:IGustiNgurahAskhara Danadiputra• Commissioner:RobertDanielWaloni• Commissioner:IWayanBlayuSuarjaya• Commissioner:IGustiPutuNuriatha• Commissioner:IWayanSuambara• PresidentDirector:A.TitoKarim• FinanceDirector:RonnyHaryanto• Engineering&OperationalDirector: Rismature Sidabutar


• PresidentCommissioner:Ma’munAmin

• Commissioner:AbdulHadiHs.

• PresidentDirector:SubektiSyukur

• FinanceDirector:YauwDiazMoreno

as of 31 December



Assets 1,846.87 2,026.71


as of 31 December



Assets 2,172.60 2,074.01








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


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.

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-

Pandaan Toll Road has not yet operated as it

was still under construction. The toll road is

scheduled to operate in 2015.


• PresidentCommissioner:DavidWijayatno

• Commissioner:BambangKusbandono

• Commissioner:Moh.NoorMarzuki

• PresidentDirector:HengkiHerwanto

• FinanceDirector:Imron

• EngineeringDirector:-


• PresidentCommissioner:Moh.Khusaini

• Commissioner:MoertomoBasoeki

• Commissioner:Firmansyah

• Commissioner:ToluIsmedArief

• PresidentDirector:Setiyono

• FinanceandHRDirector:TriRiyaningsih

• EngineeringandOperationDirector:Rahardjo

• Administration&GeneralAffairsDirector:

Nursyam

as of 31 December



Assets 629.22 932.90


as of 31 December



Assets 801.58 1,153.80






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,


and conducting maintenance of the toll road


with prevailing rules and regulations. As of 31

December 2014, Kunciran-Serpong Toll Road

has not yet operated as it was still in the stage

of land acquisition.

10.PT Marga Kunciran Cengkareng (MKC) MKC is Jasa Marga’s Subsidiary established

for the concession of Kunciran-Cengkareng



and conducting maintenance of Kunciran-

Cengkareng Toll Road along with other

businesses in accordance with prevailing rules

and regulations. As of 31 December 2014,

Kunciran-Cengkareng Toll Road has not yet

operated as it was still in the stage of land

acquisition.


• PresidentCommissioner:IrawanSantoso

• VicePresidentCommissioner:Subagyo

• Commissioner:WiwiekDianawatiSantoso

• PresidentDirector:AgusAchmadi

• Director:RachmatSoulisa


• PresidentCommissioner:DediKrisnariawan

Sunoto

• Commissioner:MohamadHusin

• PresidentDirector:SautParlindungan

Simatupang

• EngineeringDirector:HendroAtmodjo

• FinanceDirector:ZaidibinIbrahim

as of 31 December



Assets 351.56 788.35

Operating Revenues - -

as of 31 December



Assets 270.39 940.95








11. PT Jasamarga Kualanamu Tol (JMKT) JMKT is Jasa Marga’s Subsidiary established

for the concession of Medan-Kualanamu-

Tebing Tinggi Toll Road and is responsible

for funding, technical planning, constructing,

operating and conducting maintenance of

Medan-Kualanamu-Tebing Tinggi Toll Road


with prevailing rules and regulations. JMKT

was established on 25 November 2014.

12. PT Jasa Layanan Pemeliharaan (JLP) JLP, previously was PT Sarana Marga Utama,

is Jasa Marga’s Subsidiary established to work

in the line of business of construction, trade

and car rental services.


• PresidentCommissioner:JBEddyBambangS.

• Commissioner:DidiTriyono

• PresidentDirector:AgusSuharjanto

• Director:AgusCholiq


• PresidentCommissioner:MuhNajibFauzan

• Commissioner:AriefWitjaksono

• PresidentDirector:DadangSumaryana

• Finance&GeneralAffairsDirector:

Surta Nababan

• EngineeringDirector:AdiPrasetyanto

PT Jasa Layanan Pemeliharaan (JLP)

as of 31 December



Assets - 80.29


as of 31 December



Assets 159.61 157.90






Management Report



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

13. PT Jasamarga Properti (JMP) JMP is Jasa Marga’s Subsidiary working in the

field of property services.


• PresidentCommissioner:IbnuPurna

• Commissioner:AbdulHadiHs.

• PresidentDirector:MohamadAgusSetiawan

• EngineeringandBusinessDevelopment

Director: Irwan Hasan

• FinanceDirector:HarisPrayudi

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.

as of 31 December



Assets 63.55 120.39

Operating Revenues - 1.71

Associated CompaniesPT Jasa Marga (Persero) Tbk. Associated Entity

No. CompanyJasa Marga’s

Share Ownership (%)

Line of Business Status *

1. PT Trans Lingkar Kita Jaya

21.24 Cinere-Jagorawi Toll Road Operator

Operated

2. 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








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 Ciawi-Sukabumi 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 (Cikunir-Cakung-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

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 Cikampek-Padalarang 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.





Management Report



Areas of Operation and New Toll Road ProjectsThe 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

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

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

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

JAwA

SUMATERA

KALIMANTAN

SULAwESI

MALUKU

PAPUA

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.








Concessions Owned by the CompanyThe 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 as of 31 December 2014

No. Section Operator Length (km)

year Concession

Starts

Date Concession Agreement

Signed

Concession Period (year)

Status

1. Jagorawi (Jakarta-Bogor-Ciawi)

Jagorawi Branch

59.00 2005 07 July 2006 40 Operated since 1978

2. Jakarta-Tangerang

Jakarta-Tangerang Branch


3. Prof. Dr. Ir. Sedyatmo

Cawang-Tomang-Cengkareng


4. Jakarta Inner Ring Road (JIRR)

Cawang-Tomang-Cengkareng Branch


5. Jakarta-Cikampek

Jakarta-Cikampek Branch


6. Padaleunyi (Padalarang-Cileunyi)

Purbaleunyi Branch


7. Cipularang (Cikampek-Purwakarta-Padalarang)

Purbaleunyi Branch


8. Palikanci (Palimanan-Kanci)

Palikanci Branch


9. Semarang Semarang Branch


10. Surabaya-Gempol

Surabaya-Gempol Branch


11. Belmera (Belawan-Medan-Tanjung Morawa)

Belmera Branch






Management Report




year Concession

Starts


Signed


Status

12. Jakarta Outer Ring Road (JORR)*)

PT Jalantol Lingkarluar Jakarta


13. Ulujami-Pondok Aren



14. Bogor Outer Ring Road (BORR)

PT Marga Sarana Jabar

11.00 2009 29 May 2006 45 Operated since 2009• Section

1 Sentul Selatan-Kedung Halang (3.85 km): operated since 23 November 2009

• Section2AKedung Halang-Kedung 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. Cengkareng-Kunciran

PT Marga Kunciran Cengkareng

14.19 -not yet constructed

02 March 2009 35 Land acquisition

17. Kunciran-Serpong

PT Marga Trans Nusantara

11.19 -not yet constructed

22 September 2008

35 Land acquisition








year Concession

Starts


Signed


Status

18. Semarang-Solo

PT Trans Marga Jateng

72.64 2010 15 December 2006 45 Operated since 2011• StageI

Section 1 Semarang-Ungaran (10.80 km): operated since 12 November 2011

• StageISection 2 Ungaran-Bawen (12.30 km): operated since 04 April 2014

19. Surabaya-Mojokerto

PT Marga Nujyasumo Agung

36,27 2007 06 April 2006 42 Operated since 2011• Section

1A Waru-Sepanjang (2.30 km): operated since 05 September 2011

20. Gempol-Pasuruan

PT Transmarga Jatim Pasuruan

34,15 2013 29 May 2006 45 Land acquisition and construction

21. Gempol-Pandaan

PT Jasamarga Pandaan Tol

13,61 2012 19 December 2006

35 Land acquisition and construction

22. Nusa Dua-Ngurah Rai-Benoa

PT Jasamarga Bali Tol

10,00 2012 16 December 2011 45 Fully operated since 01 October 2013

23. Medan-Kualanamu-Tebing Tinggi

PT Jasamarga Kualanamu Tol

61,70 -(not yet constructed)

05 January 2015 45 Land acquisition

Note: *) Excluding JORR Section S





Management Report



Address of Branch Offices, Subsidiaries and Associated CompaniesBranch Offices and Business Unit

No. Branch Address Phone/Fax/e-mail

1. Jagorawi Branch Jln. Raya Taman Mini Indonesia IndahJakarta 13560

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

2. Cawang-Tomang-Cengkareng Branch

Plaza Tol CililitanJln. Cililitan BesarJakarta 13510

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

3. Jakarta-Cikampek Branch

Jln. Teuku Umar, Sepanjang JayaRawa LumbuBekasi 17114

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

4. Jakarta-Tangerang Branch

Plaza Tol TangerangJln. Raya SerpongTangerangBanten 15001Jawa Barat

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

5. Palikanci Branch Jln. Jend. Sudirman No. 138CipernaCirebon 45171

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

6. Purbaleunyi Branch Plaza Tol PasteurJln. Dr. Djundjunan No. 257Bandung 40164


7. Semarang Branch Plaza Tol ManyaranJln. Tol SemarangSemarang 50147


8. Surabaya-Gempol Branch

Plaza Tol Kota SatelitJln. Mayjen. SungkonoSurabaya 60189


9. Belmera Branch Jln. Simpang Tanjung No. 1AMedan 20241


10. Rest Area Business Unit Jalan Tol Purbaleunyi KM 88 Jalur B Sukatani Purwakarta 41167

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







SubsidiariesNo. Subsidiary Address Phone/Fax/e-mail

1. PT Jalantol Lingkarluar Jakarta

Plaza Tol Jati AsihBekasi 17423

Tel.: 62 21 822 3232 Fax.: 62 21 820 5151e-mail: [email protected]

2. PT Marga Sarana Jabar Plaza Tol Sentul BaratJalan Tol Lingkar Luar Bogor 16710PO BOX 2012

Tel.: 62 21 29255000Fax.: 62 21 29259942

3. PT Trans Marga Jateng Jln. Murbei No. 1Sumur Boto BanyumanikSemarang Jawa Tengah

Tel.: 62 24 747 5735Fax.: 62 24 747 5735

4. PT Marga Nujyasumo Agung Jln. Raya Taman, Plaza Tol Waru I Ramp Sidoarjo 61257

Tel.: 62 31 787 9994/9995Fax.: 62 31 787 9993

5. PT Jasamarga Bali Tol Gedung Ikat Plaza Lt. 3Jln. By Pass I Gusti Ngurah Rai No. 505Pemogan 80221Denpasar, Bali

Tel.: 62 361 725 326/327Fax.: 62 361 725 327

6. PT Marga Lingkar Jakarta Plaza Pondok Indah 3 Blok B No. 7Jln. T. B. SimatupangJakarta

Tel.: 62 21 75900256Fax.: 62 21 7660547

7. PT Transmarga Jatim Pasuruan

Perumahan Pondok Jati Blok CH No. 9, SidoarjoJawa Timur 61251

Tel.: 62 31 807 0680Fax.: 62 31 807 0670

8. PT Jasamarga Pandaan Tol Plaza Tol Pandaan, PandaanJawa Timur 67156

Tel.: 62 343 565 0727Fax. : 62 343 565 0727

9. PT Marga Kunciran Cengkareng

Ruko Business Park Tangerang City No. A 19Jln. Jend. Sudirman No. 1 CikokolTangerang 15117

Tel.: 62 21 5578 2453Fax.: 62 21 5578 2456

10. PT Marga Trans Nusantara Ruko Bidex Blok H. No. 7Jln. Pahlawan Seribu, BSD CityTangerang

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

11. PT Jasamarga Kualanamu Tol Gedung Graha TB Simatupang Wing 2B Lantai 11Jln. TB Simatupang Kav. 38,Jakarta Selatan 12450

12. PT Jasa Layanan Pemeliharaan

Komplek Bina Marg No. 2Jln. Bina Marga CipayungJakarta 13840

Tel.: 62 21 8444640Fax.: 62 21 84598768

13. PT Jasamarga Properti Plaza Tol Taman Mini Indonesia IndahJln. Jasa Marga RT 008/002Kel. Dukuh, Kec. Kramat JatiJakarta Timur

Tel.: 62 21 841 3632, 840 0732

Associated CompaniesNo. Associated Company Address Phone/Fax/e-mail

1. PT Trans Lingkar Kita Jaya Jln. Gas Alam Kp. Pedurenan RT/RW.06/07Kel. Harjamukti, Kec. CimanggisDepok 16954

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

2. PT Ismawa Trimitra Graha IskandarsyahJln. Iskandarsyah Raya 66 C, Kebayoran BaruJakarta Selatan 12160

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

3. PT Bukaka Marga Utama Jln. Raya Pasar Minggu Kav. 17-AJakarta

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





Management Report



Supporting Institutions and ProfessionalsSECURITIES 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

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).







NOTARy Ir. Nanette Cahyanie Handari adi Warsito, sH.

Address Jln. Panglima Polim V 11Melawai, Kebayoran BaruJakarta 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 • GeneralAuditontheConsolidatedFinancialStatementsofPTJasaMarga(Persero)Tbk.forthe year ended 31 December 2014.

• ComplianceAuditonprevailingrulesandregulationsalongwiththeCorporateInternalControlSystem.

• GeneralAuditonFinancialStatementsofPartnershipandCommunityDevelopmentProgramsof PT Jasa Marga (Persero) Tbk. for the year ended 31 December 2014.

• ReviewonPerformanceReportofPTJasaMarga(Persero)Tbk.fiscalyear2014whichincludes 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.





Management Report









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 MANAGEMENTTo 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.





Management Report



SMK is implemented by carrying out a series of

activities performed by all employees as both

subordinate and superior in order to achieve the

goal set by the Company. The implementation

begins with planning, monitoring/review, coaching,

and performance evaluation, along with follow up

in the form of extending rewards and punishment.

The implementation of SMK will be conducted

continuously.

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.

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

therefore expected that this will enhance integration

and harmony among individual performance, work

units and the Company. The implementation of

individual KPI is also carried out simultaneously

with the implementation of system improvement

of performance-based remuneration in which each

individual receives different incentive depending on

his/her performance achievement reflected in the

KPI achievement.

Operational TransformationJasa 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%.







Transformation of Financial Management In the financial aspect, the Company makes

improvements of management information system

required in supporting the success of financial

management that will boost financial management

well, effectively and efficiently.

In 2014, the Company has completed and

implemented Accounting Financial Transaction

and Procedure System and Manual with the

following objectives:

a. The reference in preparing and presenting

financial statements in accordance with the

purpose.

b. The source of reference in solving issues related

to financial reporting.

c. The guidelines, meaning and direction for those

carrying out the financial recording, controlling

and reporting.

d. The basis in making and developing application

system.

e. The reference for Internal Audit Unit in carrying

out its audit on accounting activities.

Transformation of Investment DevelopmentIn 2014, Jasa Marga succeeded in acquiring the

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

Kualanamu-Tebing Tinggi Toll Road. Having this

concession represents the Company’s effort to

keep adding to its length of toll road concessions

that the Company owns. Until the end of 2014,

Jasa Marga has operated a total length of 576 km

toll roads and the number will continue to increase

as the Company completes and accelerates the

development of new toll roads.

In the year 2018, Jasa Marga is expected to operate

771 km toll roads, maintaining Jasa Marga’s position

as the market leader of toll road industry in

Indonesia.

In addition, the Company also maximizes its assets

and resources by managing the opportunity of

businesses related to toll road by developing

property and toll road maintenance businesses.

The said businesses will be in synergy with the

Company’s core business activities.





Management Report



(in billion Rupiah, unless otherwise stated)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 2010 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 1,193 1,196 1,602 1,028 1,403

Non-Controlling Interest (9) (17) (66) (99) (188)

Total Income (Loss) of the Year 1,184 1,179 1,536 929 1,215

Comprehensive Income for the Year Attributable to:

Owner of the Parent Entity 1,195 1,198 1,603 1,026 1,404

Non-Controlling Interest (9) (17) (66) (99) (188)

Total Comprehensive Income for the Year 1,186 1,180 1,536 928 1,216

DATA ON SHARES

Number of Shares Outstanding (million shares) 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

Total Equity 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

Working Capital Net 1,612 228 (2,117) (1,083) (672)

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) 8.11 8.89 10.24 10.36 11.53

Toll Revenues to Number of Employees Ratio (Rp billion/people) 0.81 0.94 1.10 1.19 1.42

*) Restated **) Will be decided at AGMS in 2015 ***) Total Consolidated Capital Expenditure

Highlights 2014Financial Highlights 2010 - 2014







OPERATING INCOME(billion Rupiah)

EARNINGs PER shARE(billion Rupiah)

EquITy (billion Rupiah)

OPERATING ExPENsEs (billion Rupiah)

INCOME FOR ThE yEAR ATTRIBuTABLE TO OWNER OF ThE PARENT ENTITy (billion Rupiah)

LIABILITIEs (billion Rupiah)

OPERATING REvENuEs (billion Rupiah)

INCOME BEFORE TAxEs (billion Rupiah)

AssETs(billion Rupiah)

2010

2010

2010

2010

2010

2010

2010

20102011

2011

2011

2011

2011

2011

2011

2011

6,4

86

1,59

0

20,9

16

1,19

6

12,5

55

177

8,36

1 2,

330

4,3

79

1,4

76

18,9

52

1,19

3 10

,593

176

8,

359

1,

988

2012

2012

2012

2012

2012

2012

2012

2012

9,0

70

2,0

55

24,7

54

1,6

02

14,9

66

236

9,

788

2,97

5

2013*

2013*

2013*

*) Restated

2013*

2013*

2013*

2013*

2013*

10,2

71

1,31

1 28

,059

1,0

2817

,50

1

151

10,5

58

2,25

9

2014

2014

2014

2014

2014

2014

2014

2014

9,17

5 1,

822

31,8

58

1,4

03

20,4

33

206

11,4

25

3,0

44

2010

4.3

79

2011

2,39

0

2012

6,0

95

4,1

552013*

8,0

12

2014

6,1

31

Financial Achievements 2010-2014





Management Report



Operational Highlights 2010-2014

Description 2010 2011 2012 2013 2014

Length of Toll Roads (km) 531 545 545 560 576

Traffic Volume Transaction (billion vehicles) 0.96 1.09 1.20 1.26 1.32

SPM (minimum level of service) Fulfillment 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

Average Daily Traffic (vehicles) 2,621,618 2,991,176 3,291,413 3,447,999 3,613,699

Average Daily Toll Revenues (thousand Rupiah) 11,797,550 13,269,123 15,292,473 15,897,897 18,209,295

Transaction Traffic Volume 2010-2014(billion vehicles transactions)

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

2010 2011

1.0

9

0.9

6

2012

1.20

2013

1.26

2014

1.32

2004

527

2005

527

2006

527

2007

527

2008

527

2009

531

2010

531

2011

545

2012

545

2013

560

2014

576







Stocks Highlights

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

yearHigh Low Close Traded Shares

Volume Number of Shares

Outstanding Market

Capitalization

(full Rupiah amount) (shares) (shares) (Rp billion)

2007 4Q 2,200 1,700 1,900 7,779,000 6,800,000,000 12,920

2008

1Q 2,025 1,220 1,400 844,500 6,800,000,000 9,520

2Q 1,450 1,150 1,160 2,034,500 6,800,000,000 7,888

3Q 1,380 830 1,010 667,500 6,800,000,000 6,868

4Q 1,000 610 910 10,152,500 6,800,000,000 6,188

2009

1Q 1,060 830 900 11,740,000 6,800,000,000 6,120

2Q 1,740 900 1,550 1,768,000 6,800,000,000 10,540

3Q 1,920 1,540 1,870 6,375,000 6,800,000,000 12,716

4Q 1,940 1,710 1,810 5,534,500 6,775,476,500* 12,264

2010

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

2011

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

2012

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

2013

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

2014

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





Management Report



VOLUME AND PRICE OF JASA MARGA SHARES (JSMR) IN 2013 AND 2014

JSMR RETURN VS. JAKARTA COMPOSITE INDEX (JCI) 2007-2014

-50

Year

20082007 2009 2010 2011 2012 2013 2014

0

50

100

150

200

250

300

350

Jasa Marga JCI

(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 IndexIDX30 Index

SMinfra18 Index

KOMPAS100 SRI-KEHATI (Indonesian Biodiversity)

Index

Investor33 Index

MSCI Global Standard Indices

Indeks ASEAN Exchanges

FTSE Global Equity Index

percentage

4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q







Bonds Highlights

Jasa Marga Outstanding Bonds 2013

Bond ** CodePar Value

(Rp Million)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 -4. Jasa Marga XII (Q) JMPD12Q 1,000,000 13.50 2016 idAA5. Jasa Marga XIII (R) JMPD13R 1,500,000 10.25 2017 idAA6. Jasa Marga XIV (JM-10) JMPD14JM10 1,000,000 9.35 2020 idAA7. Jasa Marga Continuous Bond

I Phase I Year 2013 Series S-Tranche A

JSMR01ACN1S 700,000 8.40 2014 idAA

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

JSMR01BCN1S 400,000 8.70 2016 idAA

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

JSMR01CCN1S 1,000,000 8.90 2018 idAA

Jasa Marga Outstanding Bonds 2014

Bond ** CodePar Value

(Rp MillionCoupon

(%) 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 -4. Jasa Marga XII (Q) JMPD12Q 1,000,000 13.50 2016 idAA5. Jasa Marga XIII (R) JMPD13R 1,500,000 10.25 2017 idAA6. Jasa Marga XIV (JM-10) JMPD14JM10 1,000,000 9.35 2020 idAA7. Jasa Marga Continuous Bond

I Phase I Year 2013 Series S-Tranche A

JSMR01ACN1S 700,000 8.40 2014 idAA

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

JSMR01BCN1S 400,000 8.70 2016 idAA

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

JSMR01CCN1S 1,000,000 8.90 2018 idAA

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

JSMR01CN2T 1,000,000 9.85 2019 idAA

Notes: * 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

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





Management Report



Chronology of Jasa Marga Shares Listing and Bonds Issuance

Chronology of Jasa Marga Shares Listing

Date Corporate Action

Composition of Ownership

Government of the Republic of Indonesia Public Buyback Shares

Series A Shares Series B Shares % Series B Shares % Series B

Shares %

Status Before IPO 1 4,759,999,999 100 - - - -12 November 2007 IPO at Jakarta

Stock Exchange1 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) -

Status as of 31 December 2014 1 4,759,999,999 70 2,040,000,000 30 - -

Chronology of Jasa Marga Bonds Issuance

Bond **Par Value

(Rp Million)Tenor(year)

Date of Issuance(dd-mm-

yyyy)

Date of Maturity(dd-mm-

yyyy)

Rating Status as of 31 Dec 2014

Jasa Marga I (A) 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 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 idAA Paid

Jasa Marga I (JM-10) 500,000 3 10-12-2010 10-12-2013 idAA Paid

JORR I *) 274,260 10 19-11-2003 19-11-2013 - Paid







Bond **Par Value

(Rp Million)Tenor(year)

Date of Issuance(dd-mm-

yyyy)

Date of Maturity(dd-mm-

yyyy)

Rating Status as of 31 Dec 2014

JORR II (A) *) 77,377 10 05-01-2006 05-01-2016 - Outstanding

JORR II (B) *) 77,377 12 05-01-2006 05-01-2018 - Outstanding

JORR II (C) *) 104,400 15 05-01-2006 05-01-2021 - Outstanding

Jasa Marga XII (Q) 1,000,000 10 06-07-2006 06-07-2016 idAA Outstanding

Jasa Marga XIII (R) 1,500,000 10 06-21-2007 06-21-2017 idAA Outstanding

Jasa Marga XIV (JM-10) 1,000,000 10 10-12-2010 10-12-2020 idAA Outstanding

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

700,000 370 days

27-09-2013 02-10-2014 idAA Paid

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

400,000 3 27-09-2013 27-09-2016 idAA Outstanding

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

1,000,000 5 27-09-2013 27-09-2018 idAA Outstanding

Jasa Marga Continuous Bond I Phase II Year 2014 Series T

1,000,000 5 22-09-2014 19-09-2019 idAA Outstanding

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%

Government of the Republic of Indonesia

70.00%

Mutual Fund

4.38%Domestic Individual/Retail

5.47%Domestic Individual/Retail

1.06%





Management Report



Composition of JSMR Shares Ownership as of 31 December 2014

Description Number of Shareholders Number of Shares Composition (%)

Government of Indonesia 1 4,760,000,000 70.00

Public 6,069 2,040,000,000 30.00

Domestic Investors

Individual/Retail 5,028 72,087,196 1.06

Institution 64 112,504,575 1.65

Insurance 45 157,549,400 2.32

Foundation 119 102,114,200 1.50

Cooperative 5 138,481 0.00

Mutual Fund 171 297,755,903 4.38

Foreign Investors

Individual/Retail 33 1,094,000 0.02

Institution 604 1,296,756,245 19.07

Total 6,070 6,800,000,000 100.00

JSMR Shares Ownership of Minimum 5% as of 31 December 2014

Name Status of Owner Number of Shares Percentage (%)

Government of the Republic of Indonesia

Government of the Republic of Indonesia 4,760,000,000 70.00

JSMR Shares Ownership of Less than 5% as of 31 December 2014

Name Number of Shareholders Number of Shares Percentage (%)

Domestic Investors 5,432 742,149,755 10.91

Foreign Investors 637 1,297,850,245 19.09

TOTAL 6,069 2,040,000,000 30.00







INFORMATION ON MAJOR SHAREHOLDERAs 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


Name Position Number of Shares

Percentage (%)

Agoes Widjanarko Chairman 80,000 0.001Ibnu 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 Independent Commissioner Nil 0Adityawarman President Director 134,500 0.002Hasanudin Operation Director 8,500 0.000Abdul Hadi Hs. Business Development Director 260,500 0.004Reynaldi Hermansjah Finance Director 200,000 0.003Muh Najib Fauzan Human Capital and General Affairs Director 107,500 0.002Total Shares Ownership of Board of Commissioners and Directors 801,500 0.012Shares Ownership of Employees 12,537,761 0.184Total Shares Ownership of Board of Commissioners, Directors and Employees 13,339,261 0.196

No. Name Number of Shares

Percentage (%)

1. GOVERNMENT OF THE REPUBLIC OF INDONESIA 4,760,000,000 70.0002. BNYM SA/NV AS CUST OF EMPLOYEES PROVIDENT FUND-2039844119 131,807,100 1.9383. JPMORGAN CHASE BANK NA RE NON-TREATY CLIENTS - 2157804006 93,131,855 1.3704. PT AIA FINL - UL EQUITY 70,161,400 1.0325. BPJS KETENAGAKERJAAN-JHT 65,035,200 0.9566. BBH BOSTON S/A VANGRD EMG MKTS STK INFD 38,363,500 0.5647. JPMCB-JPMORGAN FUNDS -2157804185 36,292,800 0.5348. REKSA DANA BNP PARIBAS INFRASTRUKTUR PLUS 32,629,900 0.4809. JPMCB - NORGES BANK - 2157804128 29,561,300 0.43510. JPMCB-FIDELITY INVESTMENT TRUST:FIDELITYEMERGING MARKETS

FUND -2157804068 26,075,800 0.383

11. SMARTLINK RUPIAH EQUITY FUND 23,819,700 0.35012. GIC S/A GOVERNMENT OF SINGAPORE 22,326,812 0.32813. RD BNP PARIBAS EKUITAS - 897634000 22,201,900 0.32614. SSB 0BQM S/A ISHARES MSCI EMG MARKETS MIN VOL ETF-2144612119 19,815,600 0.29115. ASURANSI JIWA MANULIFE INDONESIA, PT-49454000 17,566,300 0.25816. BPJS KETENAGAKERJAAN - JKK 17,272,700 0.25417. REKSA DANA SCHRODER DANA PRESTASI DINAMIS 16,860,500 0.24818. SSB OBIH S/A ISHARES MSCI EMERGING MARKETS ETF-2144609616 15,588,100 0.22919. SSB 1BA9 ACF MSCI EQUITY INDEX FUND B-INDONESIA - 2144609619 15,483,400 0.22820. DANA PENSIUN TELKOM 14,716,000 0.216

TOTAL 5,468,709,867 80.422

Twenty Largest Jasa Marga Shareholders as of 31 December 2013





Management Report



JORR II BOND (A)

No. Name Number of Securities Percentage (%)

1 PT Bank Panin Tbk 64.26 83.042 PT Bank Bukopin 4.45 5.763 Bank DKI 3.32 4.294 PT Bank Panin Tbk 3.16 4.085 Arjuna Finance 0.43 0.566 Depkeu RI cq. DJKN cq. Ditjen

Kekayaan Negara Lain20.27 0.34

7 Depkeu RI cq. DJKN cq. Ditjen Kekayaan Negara Lain3

0.20 0.26

8 PT Bank Windu Kentjana 0.20 0.269 PT Bank Mega Tbk 0.19 0.2410 PT Bank Mega Tbk 0.19 0.24

JORR II BOND (B)


1 PT Bank Panin Tbk 64.26 83.042 PT Bank Bukopin 4.45 5.763 Bank DKI 3.32 4.294 PT Bank Panin Tbk 3.16 4.085 Arjuna Finance 0.43 0.566 Depkeu RI cq. DJKN cq. Ditjen Kekayaan

Negara Lain20.27 0.34


0.20 0.26

8 PT Bank Windu Kentjana 0.20 0.269 PT Bank Mega Tbk 0.19 0.2410 PT Bank Mega Tbk 0.19 0.24

JORR II BOND (C)


1 PT Bank Panin Tbk 85.68 82.07

2 PT Bank Bukopin 5.94 5.69

3 Bank DKI 4.43 4.24

4 PT Bank Panin Tbk 4.21 4.03

5 Bpk. Wiantono 1.23 1.18

6 Arjuna Finance 0.58 0.55


0.35 0.34


0.27 0.26

9 PT Bank Windu Kentjana 0.27 0.26

10 PT Bank Mega Tbk 0.25 0.24

JASA MARGA BOND XII (Q)


1 BPJS Ketenagakerjaan JHT (dh PT Jamsostek)

207.00 20.70

2 PT Taspen (Persero) – THT 150.00 15.00

3 BCA- TREASURY DEPT 100.00 10.004 DANA PENSIUN PERTAMINA 100.00 10.005 DP BNI 51.00 5.10

6 Dana Pensiun PLN 50.00 5.007 DP. Telkom 50.00 5.00

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)


1 PT Taspen (Persero) - THT 323.00 21.532 BCA- TREASURY DEPT 231.00 15.403 PT. BANK RAKYAT INDONESIA

(PERSERO)-DIVISI TREASURY104.00 6.93


74.00 4.93

5 REKSA DANA BAHANA MAXIMA DINAMIS 2

66.00 4.40

6 DANA PENSIUN BRI 60.00 4.007 BPJS KESEHATAN - DANA JAMINAN

SOSIAL50.00 3.33

8 DANA PENSIUN PERTAMINA 35.00 2.339 BPJS KETENAGAKERJAAN - (TRD-JHT) 30.00 2.0010 AAA OPTIMAL INCOME FUND 30.00 2.00

JASA MARGA XIV BOND (JM-10)



230.00 23.00

2 BPJS KESEHATAN 100.00 10.003 BCA- TREASURY DEPT 90.00 9.004 PT. JASA RAHARJA (PERSERO) 80.00 8.005 PT AJ BRINGIN JIWA SEJAHTERA 59.00 5.906 PT ASURANSI ASTRA BUANA 35.00 3.507 REKSADANA OPTIMA

PENDAPATAN ABADI30.00 3.00

8 RDPT TRIM Performa Dinamis Terbatas 29.90 2.999 BNI TREASURY 25.00 2.5010 REKSA DANA MANDIRI INVESTA

INVESTA DANA PENDAPATAN OPTIMAL

25.00 2.50

JASA MARGA CONTINUOUS BOND IPHASE I yEAR 2013 SERIES S-TRANCHE B


1 BATAVIA PROTEKSI ANDALAN 11 72.00 18.002 PT Bank CIMB Niaga Tbk, 40.00 10.003 BDI Treasury ALM Family 30.00 7.504 DP. Jasa marga 30.00 7.505 PT AIA FINANCIAL 26.00 6.506 DPLK Bank BNI 25.00 6.257 PT. Bank Internasional Indonesia 20.00 5.008 PT BANK RIAU KEPRI 20.00 5.009 PT Bank CIMB Niaga Tbk, 20.00 5.0010 YAYASAN KESEJAHTERAAN PEGAWAI

PT BRI 20.00 5.00

JASA MARGA CONTINUOUS BOND IPHASE I yEAR 2013 SERIES S-TRANCHE C


1 MANDIRI SEKURITAS, PT. 170.00 17.002 PT Bank CIMB Niaga Tbk. 105.00 10.503 DPLK Bank BNI 70.00 7.004 BPJS KETENAGAKERJAAN - JKK 50.20 5.025 PT. Bank Internasional Indonesia 50.00 5.006 PT. JASA RAHARJA (PERSERO) 50.00 5.007 BPJS KETENAGAKERJAAN - BPJS 36.23 3.628 Dana Pensiun Perkebunan 35.00 3.509 DP BNI 30.00 3.0010 REKSA DANA RHB OSK SMILE FIXED

INCOME FUND 30.00 3.00

JASA MARGA CONTINUOUS BOND IPHASE II yEAR 2014 SERIES T


1 PT Bank Mandiri 155.00 15.502 PT Bank DBS Indonesia - GFM 130.00 13.003 BPJS Ketenagakerjaan JHT (dh PT

Jamsostek)100.00 10.00

4 Dana Pensiun PLN 75.00 7.505 DPLK Bank BNI 70.00 7.006 PT. JASA RAHARJA (PERSERO) 50.00 5.007 REKSA DANA TERPROTEKSI BNI-AM

PROTEKSI XXXIX50.00 5.00

8 AVRIST - LIFE 45.00 4.509 DPLK BANK RAKYAT INDONESIA 25.00 2.5010 RD PREMIER OBLIGASI 23.00 2.30

Ten Largest Jasa Marga Bondholdersas of 31 December 2013







CAPITAL MARKET CONDITION AND PERFORMANCE OF JSMR SHARES IN 2014Throughout 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

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2014

4,000.00

4.,500.00

5.000.00

5,500.00

6,000.00

6,500.00

7,000.00

5,226.95

7,050.00

Year

JSMR 7,050.00 JCI 5,226.95

Rp





Management Report



Significant Events in 2014

2013 Annual GMSJasa Marga convened Annual

General Meeting of Shareholders

(GMS) financial year 2013 taking

place at The Dharmawangsa

Jakarta.

11 MARCH 2014

Jasa Marga Goes to CampusTo show its awareness of

educational aspect, especially

in educating college students,

the Company conducted

socialization on safety driving

on toll roads. The activity took

place at Bandung Institute of

Technology (ITB), Bina Nusantara

University (Binus), University

of Indonesia (UI), International

Siswa Bangsa University (USBI)

and Trisakti University, presenting

the Directors of the Company

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.

19-26 MARCH 2014

Minister of Public works Inaugurated Ungaran-Bawen Toll Road The Minister of Public Works

Djoko Kirmanto inaugurated the

operation of 12.30 km Section 2

Ungaran-Bawen, which is part

of the 72.64 km Semarang-Solo

Toll Road. Semarang-Solo Toll

Road will contribute to area

development and increase

economic growth in the area

of Central Java Province and

support the growth of this area.

04 APRIL 2014







The Operation of BORR Section 2A (Kedung Halang-Kedung Badak) The Minister of Public Works

Djoko Kirmanto inaugurated

Bogor Outer Ring Road (BORR)

Toll Road Section 2A Kedung

Halang-Kedung Badak (1.95

km), in line with the master

plan of Metropolitan Priority

Area (MPA) of Greater Jakarta

(Jabodetabek) areas. The Toll

Road Section is part of the Bogor

Outer Ring Road Toll Road and

is the continuation of its Section

1 operated since 23 November

2009.

30 MAy 2014

JORR w2 North Kebon Jeruk-Ulujami Fully OperatedThe Minister of Public Works

Djoko Kirmanto inaugurated

the operation of 2 km Section

Ciledug-Ulujami of JORR W2

North Toll Road. The operation

of the Section marks the full

operation of 7.70 km JORR

W2 North Toll Road and the

integration of JORR Toll Road.

The operation of this Toll Road is

expected to ease congestion.

22 JULy 2014

The Signing of Joint working Agreement 2014-2016Taking place at Jasa Marga

Development Center, Jasa Marga

and Jasa Marga Labor Union

signed Joint Working Agreement

(Perjanjian Kerja Bersama – PKB)

2014-2016. The signing ceremony

was attended by President

Director Adityawarman, Finance

Director Reynaldi Hermansjah,

Human Capital and General

Affairs Director Muh Najib Fauzan;

and was witnessed by Director

General Industrial Relations

Guidance & Workers Social

Security R. Irianto Simbolon.

23 JULy 2014





Management Report



Significant Events 2014

Mudik Gratis Bareng Jasa MargaAs the realization of its social

responsibility, Jasa Marga held

a free “mudik” program called

“Mudik Gratis Bareng Jasa Marga”

in 2014/1435 H to assist workers

supporting the Company’s

activities to go back to their

hometown – known as “mudik” –

to celebrate the Idul Fitri 1435 H

holiday in their hometown at the

Company’s expenses.

24 JULy 2014

The Signing of Suramadu Toll Bridge Concession AgreementJasa Marga President Director

Adityawarman, together with

Head of the Indonesian Toll Road

Authority (Badan Pengatur

Jalan Tol – BPJT) Ahmad Ghani

Ghazali signed the Concession

Agreement (Perjanjian

Pengusahaan Jalan Tol – PPJT)

of Surabaya-Madura (Suramadu)

Toll Bridge. The agreement

signing took place at the Meeting

Room of BPJT office.

20 AUGUST 2014

Jasa Marga Issued Rp 1 Trillion BondThe Company issued bond

worth Rp 1 trillion in September

2014. The bond issuance is the

continuation of Continuous

Public Offering (Penawaran

Umum Berkelanjutan – PUB) with

total emission of Rp 5.9 trillion.

The Rp 1 trillion bond has a five

(5)-year maturity period with a

coupon of 9.85% per annum. As

much as Rp 700 billion from the

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.

22 SEPTEMBER 2014







Groundbreaking of Medan-Kualanamu-Tebing Tinggi Toll RoadThe groundbreaking of Medan-

Kualanamu-Tebing Tinggi Toll

Road was performed by Minister

of Public Works Djoko Kirmanto,

accompanied by Governor

of North Sumatera, Director

General Bina Marga, Head of

BPJT, Deli Serdang Regent and

Jasa Marga President Director

at Deli Serdang Regency, North

Sumatera. The winner of tender

of the 61.7 km toll road was the

Consortium of PT Jasa Marga

(Persero) Tbk., PT Pembangunan

Perumahan (Persero) Tbk.,

PT Waskita Karya (Persero) Tbk.,

and PT Hutama Karya (Persero).

23 SEPTEMBER 2014

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

and repression of corruption

crimes, Jasa Marga President

Director Adityawarman attended

the Launching of Corruption

Eradication Commission (Komisi

Pemberantasan Korupsi – KPK)’s

“GRATis” Application and

Recharging the Gratification

Restraints Unit in Jakarta. The

benefit of the application for

state apparatus and Civil Servants

(Pegawai Negeri Sipil – PNS) is

to prevent gratification, whereas

for the society is to educate

people to not make any attempts

of gratification or asking for it

directly.

01 OCTOBER 2014

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

of the Minister of Public Works

No. 552/KPTS/M/2014 dated 11

September 2014 on Toll Tariff

Adjustment on Prof. Dr. Ir.

Sedyatmo Toll Road Section, as of

19 September 2014, at 00:00 or

7 days after the Minister Decision

was issued, Prof. Dr. Sedyatmo

(Airport) Toll Road operates with

new tariff with an increase by

13.76% based on inflation.

19 SEPTEMBER 2014





Management Report



Jasa Marga and Chinese Consortium Studied the Possibility if Cooperating in Building Toll RoadTaking place at the office of

Ministry of SOEs, Jasa Marga

President Director Adityawarman

signed Memorandum of

Understanding (MoU) between

Jasa Marga and the Consortium

of China Sonangol International

Ltd. and China Railway Group

Limited in the cooperation of toll

road development. Jasa Marga

and the Consortium will study

possible cooperation consisting

of the planning, funding,

construction, operation and

maintenance of potential toll road

in Indonesia. The cooperation is

conducted in the form of Public

Private Partnership (PPP).

03 NOVEMBER 2014

Toll Tariff Adjustment of Jakarta-Cikampek Toll RoadBased on the Decision of the

Minister of Public Works No. 539/

KPTS/M/2014 dated 08 October

2014 on Toll Tariff Adjustment

of Jakarta-Cikampek Toll Road,

as of 16 October 2014, Jakarta-

Cikampek Toll Road operates

with new tariff with an increase

by 12.95% based on inflation.

16 OCTOBER 2014

Jasa Marga is First Rank in Annual Report Award 2013Jasa Marga succeeded in

achieving the First Rank in

Annual Report Award (ARA) 2013

for the category of Listed Non-

Financial SOEs. ARA is organized

in cooperation of 7 institutions,

i.e. Financial Services Authority

(Otoritas Jasa Keuangan – OJK),

Ministry of SOEs, Directorate

General of Tax, Komite Nasional

Kebijakan Governance (The

National Committee on

Governance), the Indonesia

Stock Exchange, Ikatan Akuntan

Indonesia (The Indonesian

Institute of Accountants) and

Bank Indonesia (Indonesia

central bank).

16 OCTOBER 2014

Significant Events 2014







Operation of Electronic Payment on Toll Roads Applying Closed System Jasa Marga, Bank Mandiri and PT

Trans Lingkar Kita Jaya (TLKJ)

operate electronic payment on toll

roads with closed system (Jakarta-

Cikampek, Purbaleunyi, Jagorawi

and Cinere-Jagorawi).

Good Corporate Governance AwardJasa Marga was awarded Most

Trusted Company Based on

Corporate Governance Perception

Index (CGPI) at the Indonesia

Good Corporate Governance

Award 2014. The event was

held by SWA Magazine and The

Indonesian Institute for Corporate

Governance (IICG).

12 DECEMBER 2014 17 DECEMBER 2014

The Signing of Deed of Establishment of PT Jasamarga Kualanamu TolJasa Marga President Director

Adityawarman signed Joint

Venture Agreement and the Deed

of Establishment of

PT Jasamarga Kualanamu Tol

at the Directors’ Meeting Room

of Jasa Marga Head Office. The

parties involved in the signing

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.

10 NOVEMBER 2014





Management Report



Awards and Certifications

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

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

3 APRIL 2014

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

Tempo Magazine

3 JUNE 2014

Service Quality Award 2014 Predikat GoldenKategori: Toll Road

Service Excellence Magazine

5 JUNE 2014

Indonesia Green Awards 2014Category:• 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

18 JUNE 2014







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

BUMN Track Magazine

18 JUNE 2014

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

Bisnis Indonesia Daily

24 JUNE 2014

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

SWA Magazine

25 JUNE 2014

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

Warta Ekonomi Magazine

26 JUNE 2014





Management Report



BUMN Marketing Award 2014 Silver winnerCategory:• Tactical Marketing• Strategic Marketing

BUMN Track Magazine

21 AUGUST 2014

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

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)

16 OCTOBER 2014

BUMN web Award 2014Category: Best User Engagement

beritasatu.com

15 OCTOBER 2014

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

Persatuan Insinyur Indonesia (PII)

26 NOVEMBER 2014

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

Marketing Magazine

20 NOVEMBER 2014








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

Marketing Magazine

26 NOVEMBER 2014

HR Excellence Award 2014Predikate GoodCategory:• HR Transformation• Reward Management

SWAnetwork andLMFE UI

01 DESEMBER 2014

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

Dunamis

27 NOVEMBER 2014

The Best Non Financial Sector Award

The Indonesian Institute for Corporate Directorship (IICD)

9 DECEMBER 2014





Management Report



Anugerah Business Review Award 2014Category:• 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

Business Review

9 DECEMBER 2014

Best of the Best the Top 50 Companies for 2014 AwardThe 4th Best of the Best 2014

Forbes Magazine

10 DECEMBER 2014

Sustainable and Responsible Investment Index (SRI) KEHATI Appreciation 2014

Yayasan Keanekaragaman Hayati (KEHATI – Indonesian Biodiversity Foundation)

11 DECEMBER 2014

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

The Indonesian Institute for Corporate Governance

17 DECEMBER 2014








Tata Kelola Perusahaan

Pengelolaan Human Capital

Tanggung Jawab Sosial Perusahaan

Tanggung Jawab Manajemen Atas Laporan Tahunan 2013

Daftar Istilah Laporan Keuangan Konsolidasian

79PT Jasa Marga (Persero) Tbk. Laporan Tahunan 2014

Certifications of Toll Road Operational QualityAll 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. Branch

ISO 9001:2008 CertificationCertified Since(dd-mm-yyyy)

Validity Period(dd-mm-yyyy)

1. Jagorawi 10-01-2000 23-08-2014 to 23-08-20172. Surabaya-Gempol 19-04-2001 19-04-2013 to 19-04-20163. Palikanci 21-07-2004 21-07-2013 to 21-07-20164. Belmera 12-10-2004 12-10-2013 to 12-10-20165. Jakarta-Tangerang 26-06-2013 26-06-2013 to 26-06-20166. Semarang 06-01-2005 06-01-2014 to 06-01-20177. Jakarta-Cikampek 04-02-2005 04-02-2014 to 04-02-20178. Cawang-Tomang-Cengkareng 15-02-2005 15-02-2014 to 15-02-20179. Purbaleunyi 22-12-2004 22-12-2013 to 22-12-2016





Management Report



Management Report





Management Report



DEAR SHAREHOLDERS,

As the year 2014 has ended, we express our

gratitude and praise God Almighty for all His

blessings and kindness allowing the Board of

Commissioners to be able to carry out their

tasks and duties well throughout 2014. To show

transparency and responsibility, we would like to

take this opportunity to report the main issues in

the carrying out of tasks and duties of the Board

of Commissioners in supervising and giving advice

to the Directors concerning the management of

the Company.

The Company commenced the year 2014 by

convening Annual General Meeting of Shareholders

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

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

GMS was in accordance with prevailing rules and

regulations. The Annual GMS has resulted resolutions

that serve as the basis for the Company to perform

even better throughout 2014. Apart from presenting

routine agenda such as approval/ratification of the

Company’s Financial Statements; Report on Board

of Commissioners Supervisory Task, the Company’s

Consolidated Financial Statements and Annual

Report of PKBL Program; including the approval

and decision of the use of net profit fiscal year 2013

for payment of dividend, tantieme, appropriated

reserves and general reserves; along with the

decision of Public Accounting Firm; the GMS also

decided the change in a member of the Board of

Commissioner, Joyo Winoto, with new member

Boediarso Teguh Widodo.

Also, the GMS approved the change in the

Company’s Directors nomenclature and the

composition of its members of Directors. The new

distribution of tasks, authorities and description of

tasks of the Directors has been ratified and decided

with the issuance of the Decision Letter of the

Directors. With the abovementioned changes, we are

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







agoes WidjanarkoChairman





Management Report



optimistic that the Company’s performance will keep

improving and the management of the Company will

be more effective and efficient.

Composition of the Board of CommissionersThe 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 CommissionersIn carrying out the tasks and duties, the Board

of Commissioners has prepared Board of

Commissioners’ Annual Work Programs 2014

validated in early January 2014. The said work

programs serve as initial reference for the Board

of Commissioners in carrying out their task of

supervising and giving advice to Directors in the

management of the Company. In the realization,

several adjustments were made in the activities

in accordance with the dynamic of the issues and

changes in business environment along the year

2014. With this mechanism, series of activities of

the Board of Commissioners are well organized

and structured, making sure that the tasks of

supervision and giving advice are carried out

effectively and efficiently.

One of the Board of Commissioners Work Programs

was the review of Corporate Long-Term Plan

(Rencana Jangka Panjang Perusahaan – RJPP) of

2013-2017. The review is aimed at evaluating the

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

said approval are in accordance with the provisions

stipulated in the Company’s Articles of Association.

The Work Programs of Board of Commissioners

also include scheduling the Board of Commissioners

Internal Meetings and Board of Commissioners-

Directors Joint Meetings. During the period of 2014,

29 Board of Commissioners Internal Meetings and

Board of Commissioners-Directors Joint Meetings

were held and the average level of attendance of

members of the Board of Commissioners reached

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

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

of Commissioners actively give suggestions and

directors to the Directors, and together with the

Directors, discuss strategic issues concerning







changes in business environment estimated to

have significant impact in the Company’s business

and performance, such as increasing operating

expenses following the tendency of increase in

interest rate, HR expenses, electricity and fuel

tariffs, along with toll road congestion, and toll

revenues security. The dynamic external business

environment has also become the subject of

discussion between the Directors and Board of

Commissioners, such as much tighter competition

in acquiring the concession rights of new toll roads,

the state’s financial limitation in providing the

support of viability gap funding for new toll roads

not yet meeting financial feasibility, hence becoming

another Jasa Marga’s challenge to contribute to the

success of Government program to complete Trans

Jawa and Trans Sumatera Toll Roads.

In order to enhance effective supervision, the

Board of Commissioners has also routinely

monitored the follow up of the decisions of Board

of Commissioners-Directors Joint Meeting. The

report on implementation of the meeting decisions

is presented at each Board of Commissioners

Internal Meeting to immediately identify the issues

and to make decisions to overcome the obstacles

in the field.

In addition, the Board of Commissioners has also

performed routine site visits. In 2014, the Board

of Commissioners has conducted 10 visits with

the outcome that is considered quite effective in

identifying the issues in Branches and Projects,

to which suggestions were given to the Branch

Managers and Project Managers as well as Directors.

With the mechanism of supervision described in

the above work programs, the performance of

the Board of Commissioners in performing their

tasks and duties continue to improve as seen in

the achievement of Key Performance Indicator

(KPI) and implementation of Good Corporate

Governance (GCG) principles. KPI evaluation is

based on parameters regulated in the Regulation

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

01 August 2011, which are then further translated

into Decision Letter of Secretary of Minister

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

2012 on Indicators/Parameters of Assessment

and Evaluation on the Implementation of

Good Corporate Governance at SOEs. In 2014,

assessment criteria also refer to parameters of

“ASEAN Corporate Governance Scorecard”.

KPI of the Board of Commissioners of 2014 consists

of seven (7) perspective and 17 performance

indicators. Result of self-assessment shows Board of

Commissioners 2014 KPI reach the score of 4.68 out

of maximum score of 5.0. This achievement indicates

an improved score compared to that of the previous

year with 4.58. Apart from KPI achievement, the

performance of the Board of Commissioners was

also seen in the aspect of governance in carrying

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

implementation within the Board of Commissioners

based on assessment conducted by independent

consultant reached 96.26%.

We all should be grateful for the above

achievements, yet the notes on the shortcomings

and improvements will continuously become the

focus of the Board of Commissioners in order that

next year’s achievement will further improve. The

Board of Commissioners always emphasizes that

the Company’s performance achievements are

not limited to only financial aspect, but should

also be accompanied with positive achievements

in corporate governance that is reflected in GCG

implementation. 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.

Therefore, GCG implementation will serve as value

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

and the principles of transparency, accountability

and responsibility accompanied with the values of

professionalism, fairness, efficiency and effectiveness





Management Report



along with compliance with prevailing rules and

regulations are translated into each decision making

of the Management. The Board of Commissioners

believes that when these principles and values have

become Jasa Marga’s culture, the Company will then

grow sustainably and gain stronger competitive

advantages in both national as well as regional

scales.

Assessment on Performance of the DirectorsRespectful 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.

The above steps were proven to be quite effective

in supporting land acquisition and the completion of

new toll roads. In 2014, the Company has succeeded

in completing and operating 22 km new toll roads,

consisting of 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).

Special note on JORR W2 North Toll Road, that the

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: Gempol-

Pandaan Toll Road (13.61 km); Surabaya-Mojokerto

Toll Road, Section Krian-Mojokerto (18.47 km);

and Gempol-Pasuruan Toll Road, Section Gempol-

Rembang (13.9 km).

In acquiring the concession right of new toll road,

the 2014 achievement was marked positively by

acquiring the concession of Medan-Kualanamu-

Tebing 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







newly operated toll roads are not yet contributing

significant revenues contribution, as well as the quite

large market potential, the development of other

businesses will be further encouraged so that going

forward its revenue contribution to the Company

will continue to increase. The efforts conducted

among others include renegotiating the contracts

of agreement of Rest and Services Areas (Tempat

Istirahat dan Pelayanan – TIP) to give optimum

benefits to Jasa Marga. Other efforts include

optimizing revenues from advertisements, along with

cooperation in developing other businesses with

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

such as cooperation of fiber optic development.

Other businesses development is also encouraged

by giving support to non-toll road Subsidiaries,

i.e. PT Jasamarga Properti and PT Sarana Marga

Utama that was then changed into PT Jasa Layanan

Pemeliharaan. In 2014, the project of property

development starts to run and contributes revenues.

In 2015, property development will be further

intensified, especially on locations surrounding toll

road corridor, thus not only increasing revenues

but also supporting toll road operation. Particularly

on PT Jasa Layanan Pemeliharaan, the Board of

Commissioners and Directors have agreed to

advance its role in toll road maintenance to support

the fulfillment of minimum level of service (Standar

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

the Board of Commissioners intensively conducts

supervising and giving advice focusing on the

enhancement of HR capability and empowering the

management so that PT Jasa Layanan Pemeliharaan

is capable of carrying toll road maintenance task

well in the framework of SPM fulfillment.

In the aspect of toll road operation, the Board of

Commissioners continuously reminds and gives

recommendations to Directors to continue to

improve the services, convenience and safety

for the toll road users. The fulfillment of the

minimum level of service has always become the

Board of Commissioners priority, with the target

of achievement one level above standard set by

the Government. This is because the Board of

Commissioners considers SPM fulfillment is part

of the realization of Jasa Marga’s roles in serving

the community, especially the toll road users.

Innovations are continued to develop to improve the

services to the society and SPM fulfillment, among

others by adding more automated toll booth (Gardu

Tol Otomatis – GTO), increasing the penetration

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

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

maintenance method and system by involving the

Subsidiary PT Jasa Layanan Pemeliharaan to be

more effective and efficient while prioritizing the

aspect of quality. On the improvement of transaction

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

are not only in the making smooth transaction, but

also in improving the security of revenues.

Going forward, the efforts to improve transaction

system by means of adding more GTOs and non-

cash payment will be further improved. The Board

of Commissioners will therefore continuously

encourage the increase in the number of GTOs

gradually from 30% of the total operating booths

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

in 2015 and 2016, respectively. The increase in the

non-cash payment will be enabled by enhancing

the intensity and coverage, people’s access to

buying and topping up e-Toll Card, more aggressive

marketing, and more accessible GTO placement.

Another aspect that has become the concern of the

Board of Commissioners is the implementation of

risk management that is gradually directed towards

the integration of risk management in every business

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

the Board of Commissioners periodically conducts

monitoring and evaluation on the implementation

of risk management. In every investment proposal,

the Board of Commissioners always emphasizes and

makes sure that risk assessment process has been





Management Report



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.

View on Business Prospect Established by the DirectorsFuture 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.







Assessment on Performance of the Committees under the Board of CommissionersThe 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

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.

ClosingFinally, 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.

Board of Commissioners

Agoes widjanarkoChairman

Ibnu Purna Akhmad Syakhroza Commissioner Commissioner

Boediarso Teguh widodo Mayjen. (Purn.) Samsoedin Commissioner Independent Commissioner

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





Management Report



Agoes widjanarkoCHAIRMAN

• HewasappointedChairmanbased on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012.

• HecompletedhisBachelor’sDegree 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.

• PreviouspositionsincludeSecretary General of the Ministry of Public Works (2008-2014), President Commissioner of PT Wijaya Karya (Persero) Tbk. (2007-2012), 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).

• Ageasof31December2014was 60 years.

Ibnu PurnaCOMMISSIONER

• HewasappointedCommissioner based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012.

• HecompletedhisBachelor’s Degree in Economics from Airlangga University, Surabaya and his Master’s Degree in Arts from University of Flinders, Australia.

• PreviouspositionsincludeDeputy 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).

• Ageasof31December2014 was 60 years.

Akhmad SyakhrozaCOMMISSIONER

• HewasappointedCommissionerbasedon 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.

• HecompletedhisBachelor’sDegreeinAccounting 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).

• PresentlyheisalsoprofessorofEconomicsFaculty 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 (2009-2012), 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 (1989-1990), Bimantara Group (1988-1989) and Public Accountant Amir Abadi Jusuf (1986-1988).

• Ageasof31December2014was51years.

PROFILE OF BOARD OF COMMISSIONERS







Boediarso Teguh widodoCOMMISSIONER

• HewasappointedCommissioner based on Resolution of Annual General Meeting Shareholders on 11 March 2014.

• HecompletedhisBachelor’sDegree 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).

• PresentlyheisalsoDirectorGeneral 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 (2012-2013), Member of Board of Commissioners of PT Bank Bukopin (2005-2009) and Member of Board of Commissioners of PT Biro Klasifikasi Indonesia

(2004-2009).• Ageasof31December2014

was 56 years.

Mayjen. (Purn). Samsoedin INDEPENDENT COMMISSIONER

• HewasappointedIndependentCommissioner 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.

• HecompletedhisBachelor’sDegreein State Administration (1995) and his Master’s Degree in Management from University of the Philippines-UPI (1996).

• Hismilitarycareerincludesthepostsof 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).

• Ageasof31December2014was72 years.

Irjen. Polisi (Purn.) Michael Dendron PrimantoINDEPENDENT COMMISSIONER

• HewasappointedIndependentCommissioner 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.

• HecompletedhisBachelor’sDegree 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).

• HeretiredfromtheNationalPolice 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).

• Ageasof31December2014was65 years.





Management Report



Directors Report

DEAR SHAREHOLDERS,

The year 2014 represents the initial stage as the

continuation of the transformation carried out by the

Management in order that the Company continues

to perform by showing its growth and development

to solidify the Company’s domination in toll road

industry in the future.

We would like to take this opportunity to present the

Annual Report 2014 that describes the achievements

of the Company’s performance in 2014, along with

series of efforts carried out by the Management in

performing the transformation in order to increase

the competitiveness and reinforce the Company’s

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

As of this moment, the Company is still capable of

maintaining its position as the leader in toll road

industry by dominating 72% of the market share of

operating toll roads and 80% of the market share of

traffic volume transaction in Indonesia.

With newly elected Government, Management

certainly expects investment climate, particularly

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

Government targets to build connectivity by

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

In order to achieve the Company’s Vision as one

of the Leading Companies in the country and 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. Moreover,

to support the achievement of its Vision, the

Company has also made transformation in the

aspects of organization and HR management as

well as transformation in the field of information

technology to enhance efficiency and productivity.

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







adityawarmanPresident Director/CEO





Management Report



Analysis of the Performance of the Company

THE COMPANy’S STRATEGIC POLICIESIn 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

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 CompanyThe 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.

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.

The Company has succeeded in operating three new 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







To respond to the issues of traffic congestion and

increase driving comfort, in 2014, the Company

conducted widening on Cibinong-Sentul Selatan

Section of Jagorawi Toll Road. We also provided

additional transaction booths to reduce congestion

at toll gates.

The achievement of traffic volume transactions on

toll roads operated by the Company with 1.319.60

million transactions was lower by 3.65% over

what was targeted yet still represented growth by

4.41% compared to that of the previous year. The

realization of traffic volume transaction lower than

expected in 2014 was the result of impediment of

the flow of vehicles in the beginning of the year due

to flooding in Jakarta and Jalur Pantai Utara/Pantura

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

in the operation of new toll roads due to delays in

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 non-

toll 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

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

the high level of trust from rating agency for the

Company’s future financial capacity.

In 2014, in the Criteria for Excellent Performance

Assessment (Kriteria Penilaian Kinerja Unggul

– KPKU), the Company achieved the score of

603.25 (emerging industry leader), an increase

from the previous year with the score of 577. This

achievement puts the Company in the big ten of

KPKU assessment of all SOEs.

In order to preserve the potential rapid growth of toll

road and the achievements of the Company’s Vision

of 2017, Jasa Marga continues the transformation of

its organization to bridge and prepare its employees

to become future leaders of the Company by

conducting trainings that will advance their

competencies and leadership.

Obstacles Faced by the CompanyIn 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.





Management Report



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 Jakarta-

Cikampek 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.

Future Prospect of the Company’s BusinessThe years 2014 to 2017 are of important period

for the Company. During the period, all of the

Company’s new toll road sections are scheduled

to be fully operated. Particularly in 2015, the

Company plans to operate three (3) additional toll

road sections: Gempol-Pandaan, Section Gempol-

Rembang of Gempol-Pasuruan and Section Krian-

Mojokerto of Surabaya-Mojokerto.

The Company will also participate in the

development of several new projects to improve

national connectivity and support the vision of

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.

Sustainable Implementation of Corporate GovernanceThe 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.

In 2014, the Company was declared a committed

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

same year, the Company also participated in GCG

assessment carried out by the Indonesia Institute for

Corporate Directorship (IICD) assessing Corporate

Governance (CG) practices based on Asean CG

Scorecard CG.

The efforts to always improve the practices of

GCG were reflected in the Company’s success in

maintaining its achievement in the Score of GCG

Assessment in 2014 as the Company succeeded in

achieving the predicate of Very Good with the score

of 96.63.

Corporate Social ResponsibilityThe 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.







In the field of social community, to educate people

on toll road activities, the focus of the programs

was on the aspects of education and social

awareness such as safety driving, Jasa Marga Goes

to Campus, Free “Mudik” and caring for areas

struck by natural disasters.

Changes in the Composition of the DirectorsIn 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.

ClosingWith high spirit of hard work along with

togetherness, we are optimistic that the

performance of the Company in the future will

continue to improve and that the Company will be

capable of contributing to the National connectivity,

hence enabling national economic growth, in line

with this year’s Annual Report theme “Connectivity

for Driving Growth”.

We would like to extend our gratitude

to the Board of Commissioners for their

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

users, along with our business partners and other

stakeholders for the well-nurtured cooperation and

support for Jasa Marga.

May God Almighty grant His blessings to all of us.

Board of Directors

AdityawarmanPresident Director/CEO

Hasanudin Abdul Hadi Hs. Operation Director Business Development Director

Reynaldi Hermansjah Muh Najib Fauzan Finance Director Human Capital & General Affairs Director





Management Report



AdityawarmanPRESIDENT DIRECTOR/CEO

• HejoinedJasaMargain1983 and was appointed President Director/CEO based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012.

• HecompletedhisBachelor’sDegree in Civil Engineering from Diponegoro University and his Master’s Degree in Management from Trisakti University.

• PreviouspositionsincludeOperation 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), Cawang-Tomang-Cengkareng Branch Manager (1997-2000), and Jagorawi Branch Manager (1993-1997).


HasanudinOPERATION DIRECTOR

• HejoinedJasaMargain1988and was appointed Operation Director based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012.

• HecompletedhisBachelor’sDegree 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.

• PresentlyheisalsoCommissioner of PT Trans Marga Jateng. Previous positions include Head of Maintenance Division (2006-2012), Commissioner of PT Marga Mandala Sakti (2008-2010), and Cipularang Toll Road Development Project Manager (2004-2005).


Abdul Hadi Hs.BUSINESS DEVELOPMENT DIRECTOR

• HejoinedJasaMargain1987.Hewasappointed 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

• HecompletedhisBachelor’sDegreeinCivilEngineering from Trisakti University and his Master’s Degree in Management from University of Indonesia.

• PresentlyheisalsoPresidentCommissioner 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 (1994-2001), 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.

• Ageasof31December2014was57years.

PROFILE OF DIRECTORS







Reynaldi HermansjahFINANCE DIRECTOR

• HewasappointedFinanceDirectorbased 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.

• HecompletedhisBachelor’sDegreein Electrical Engineering from Trisakti University.

• PresentlyheisalsoCommissionerof 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).


Muh Najib FauzanHUMAN CAPITAL & GENERAL AFFAIRS DIRECTOR

• HejoinedJasaMargain1990andwasappointed Human Capital and General Affairs Director based on Resolution of Extraordinary General Meeting of Shareholders on 30 January 2012.

• HecompletedhisBachelor’sDegreeinCivil Engineering from Bandung Institute of Technology and his Master’s Degree in Highway Engineering from Bandung Institute of Technology.

• PresentlyheisalsoCommissionerofPTMarga 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).






Management Report



Management Discussion & Analysis







36.57%

INCOME FOR THE yEAR ATTRIBUTABLE TO

OwNER OF THE PARENT INCREASED By

14.54%TOLL REVENUES INCREASED By

TOTAL TRAFFIC VOLUME TRANSACTION

INCREASED By

4.41%





Management Report









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

and Analysis is based on information obtained

from the Consolidated Financial Report of PT Jasa

Marga (Persero) Tbk and Subsidiaries for the years

ended December 31, 2014 and 2013, that have been

audited by Public Accontant Office (KAP) Aryanto,

Amir Jusuf, Mawar & Saptoto and obtained opinion

of fairly, in all material respects, the consolidated

financial position of PT Jasa Marga (Persero) Tbk

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

financial performance and consolidated cash flows

for the year ended, in accordance with Financial

Accounting Standards (SAK) in Indonesia.

General ReviewIndonesia 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

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

which is relatively low compared with the United

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

This shows a great growth potential because

Indonesia is projected to surpass Germany to

become the seventh largest economy in the world in

2030.

The automotive market in Indonesia is projected

to grow by 1.2 million units in 2014 and 2.4 million

units in 2020. Indonesia is expected to become the

largest automotive market in ASEAN, driven by

sustainable economic growth and supported by a

growing middle class population with rising income.

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 three-

fold over the past decade. The growth rate of the

vehicles has a positive correlation with the traffic





Management Report



volume, therefore the growth in vehicle sales results

in higher traffic volume, which consequently leads

to an increase in demand for additional toll road

development.

In 2014, the Indonesian economy is still recording

growth. This can be seen from economic

indicators namely the increase of Gross Domestic

Product (GDP) (based on current prices) by

5.02%. On the other hand, inflation reached 8.36%

(BPS data), and the rupiah exchange rate against

the US dollar stood at Rp 12,388 per December

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

indicator does not have significant impact on the

Company’s business given that the Company did

not have business transactions that use of foreign

currencies. The economc growth is reflected in

the increasing need for strengthening the national

connectivity. One of the efforts to strengthen

the national connectivity is the development of

additional toll road networks, which is also one

of the strategic programs of the government

included in MP3EI (Masterplan for Acceleration

and Expansion of Indonesia’s Economic

Development). Up to end 2014, the development

of the toll road that has been in operation is

still very little compared to the total toll road

construction plan that has been in the National

Medium Term Development Plan (RPJMN 2010-

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

The Company has operated 576 km of toll roads

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

roads of 800 kilometers in Indonesia. Up to 2017,

the Company plans to add 157 kilometers of new

toll roads bringing the total ownership of the toll

roads that will be operated by the Company in

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

total length of national toll roads today. With the

aforementioned condition, the Company will still

lead the toll road industry in Indonesia.

Review on the Company’s Performance Compared with Toll Road IndustryFollowing 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 MargaIn 2014, the length of toll roads of the Company

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

2013. The market share of the Company in 2014

reached 72%, compared to 74% in 2013.

Toll Road IndustryThe total length of national toll road grew by 13.31%,

from 706 km in 2013 to 800 km in 2014.

Length of Toll Road(km)

2013

56

0

2014

576

Jasa Marga

2013

70

6

2014

80

0

Industry







Toll Revenues

Jasa MargaIn 2014, toll revenues of the Company grew by

14.545 to reach Rp 6.65 trillion from Rp 5.80

trillion in 2013.

Toll Road IndustryToll revenues of the national toll road industry grew

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

trillion in 2013.

Toll Revenues(billion rupiah)

2013

5,8

02.

73

2014

6,6

46

.39

Jasa Marga

2013

7,8

41.

53

2014

9,2

31.1

0

Industry

Traffic Volume

Jasa MargaIn 2014, the traffic volume of the Company grew

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

million vehicles in 2013.

Toll Road IndustryThe national traffic volume grew by 7.30% to 1,832.78

million vehicles in 2014 from 1,707.99 million vehciles

in 2013.

Traffic Volume(million vehicles)

2013

1,2

63.9

1

2014

1,3

19.6

0

Jasa Marga

2013

1,7

07.

99

2014

1,8

32.7

8

Industry

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

Jasa MargaIn 2014, ROE of the Company reached 12.88%

from 9.73% in 2013 and ROA of the Company

reached 4.41% from 3.66% in 2013.

Toll Road IndustryN/A

ROE/ROA (%)

ROE ROA2013 2013

9.73

2014 2014

12.8

8

Jasa Marga

3.6

6

4.4

1





Management Report



The Company’s Business ActivitiesThe 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 SegmentJASA MARGA BUSINESS SEGMENT

Jasa Marga business segment

Toll

Main others

Non-Toll

Jagorawi branch surabaya-gempol branch

Fuel sales

Jakarta-Cikampek branch semarang branch

Land rent

Cawang-Tomang-Cengkareng branch

semarang branch

Toll road operating service

Purbaleunyi branch

Palikanci branchadvertisements

PT Marga Nujyasumo agung

Head office (Jorr)

business Unitothers


Jakarta-Tangerang branch

PT Marga sarana Jabar

PT Jasamarga bali Tol








BASIS OF IMPLEMENTATION OF JASA MARGA BUSINESS SEGMENTIn carrying out its operational activities, Jasa Marga

divides its business segments based on the nature

of the Company’s business, which in accordance

with the Articles of Association of the Company,

Business Segments are divided into:

I. Toll Road Operation SegmentIn accordance with PSAK 5 (Revised 2009)

regarding Operating Segments, Business

Segment in Operating the Company’s Toll Road

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

group is a six (6) segments with the largest

operating results or segments whose combined

operating results contributing 75% of the total

operating results. The second group is the

Other Segment, which is not part of the first

segment, or which contributing 10% of the total

operating results.

Here is the distribution of the Company’s

Business Segment:

a. Main Segment1. Jagorawi Branch

2. Jakarta-Cikampek Branch

3. Cawang-Tomang-Cengkareng Branch

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:

4. Purbaleunyi Branch

5. Head Office (JORR)

6. Jakarta-Tangerang Branch

b. Other Segment 1. Surabaya-Gempol Branch

2. Semarang Branch

3. Belmera Branch

4. Palikanci Branch

5. Business Unit

6. PT Marga Sarana Jabar

7. PT Marga Nujyasumo Agung

8. PT Trans Marga Jateng

9. PT Jasamarga Bali Tol

10. PT Marga Lingkar Jakarta

II. Non-Toll Business Segment1. Fuel (BBM) Sales

2. Land Lease

3. Operating Service of Toll Road owned by

Other Parties

4. Advertizing revenue

5. Other

The detailed information on business segment

business, is contained in the note 47 of the

Consolidated Financial Statements.





Management Report



Toll Roads with Tariff Adjustment in 2014

No. Segment Section Branch/SubsidiaryDecision of Minister of Public

works as Basis of Tariff Adjustment

1. Cawang-Tomang-

Cengkareng

Prof. Dr. Ir. Sedyatmo Cawang-Tomang-

Cengkareng

No. 522/KPTS/M/2014

2. 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)

No Segment Section Branch/ Subsidiary

2013 2014

Δ Δ%Amount Proportion

(%) Amount Proportion(%)

1. Jagorawi Jagorawi Jagorawi 199.61 15.79 201.32 15.26 1.71 0.86

2. Jakarta-Cikampek Jakarta-Cikampek Jakarta-Cikampek 202.21 16.00 206.13 15.62 3.92 1.94

3.Cawang-Tomang-Cengkareng

Prof. Dr. Ir. Sedyatmo Cawang-Tomang-

Cengkareng

74.82 5.92 76.43 5.79 1.62

(0.10)Jakarta Inner Ring Road/JIRR 208.27 16.48 206.38 15.64 (1.90)

4. PurbaleunyiPadaleunyi

Purbaleunyi 58.03 4.59 60.04 4.55 2.02

3.82Cipularang 5.88 0.47 6.31 0.48 0.42

5. Jakarta-Tangerang Jakarta-TangerangJakarta-Tangerang 113.02 8.94 119.83 9.08 6.81 6.02

6. Head Office (PT JLJ)

Jakarta Outer Ring Road/JORR


146.72 11.61 151.63 11.49 4.91

1.61

Ulujami-Pondok Aren


46.91 3.71 45.13 3.42 (1.79)

7. Others

Surabaya-Gempol Surabaya-Gempol 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 Road/BORR

PT Marga Sarana Jabar 12.52 0.99 13.68 1.04 1.16 9.25

Surabaya-Mojokerto

PT Marga Nujyasumo Agung 11.26 0.89 12.05 0.91 0.79 7.04

Semarang-Solo PT Trans Marga Jateng 6.58 0.52 15.56 1.18 8.98 136.57

Nusa Dua-Ngurah Rai-Benoa

PT Jasamarga Bali Tol 3.29 0.26 14.31 1.08 11.02 335.54

Kebon Jeruk-Ciledug (JORR W2 North)

PT Marga Lingkar Jakarta - - 14.49 1.10 14.49 -

ToTaL 1,263.91 100.00 1,319.60 100.00 62.55 4.41







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

5.88

6.3

1

201.

32

199.

64

206

.13

202.

21

206

.38

208.

27

119.

83

113.

02

146

.72

81.6

8

48.

86

24.0

5

2013

2014

20.1

9

12.5

2

11.2

6

6.5

8

3.29

-

46

.91

151.

63

82.8

7

48.

12

25.3

9

19.9

3

13.6

8

12.0

5

15.5

6

14.3

1

14.4

9

45.

13

76.4

3

74.8

2

60

.04

58.0

3

Jagorawi

Jakarta-Cikampek

Prof. Dr. Ir

. sedyatmo

Padaleunyi

Jakarta-Tangerang

Jakarta outer r

ing road Jorr

Ulujami-Pondok aren

surabaya-gempol

semarang

balmera

Palikanci

bogor out r

ing road/borr

surabaya-Mojokerto

semarang-solo

Nusa Dua-Ngurah rai-benoa

kebon Jeruk-Ciledug (Jorr W

2 North)

Cipularang

Jakarta Inner r

ing road/JIrr

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

2014

2013

35.85

106.27

107.08

15.41

10.04

1.46

6.22

10.26

15.74

36.35

1,094.88

1,143.96

Class II

Class III

Class IV

Class V

Class VI

Class I





Management Report



Toll Revenues in 2014 (in Rp billion)

No Segment Branch/ Subsidiary Section

2013 2014

Δ Δ%Amount Proportion

(%) Amount Proportion (%)

1. Jagorawi Jagorawi Jagorawi 548.25 9.45 607.46 9.14 59.21 10.80

2. Jakarta-Cikampek

Jakarta-Cikampek Jakarta-Cikampek 976.57 16.83 1.023.43 15.40 46.86 4.80

3. Cawang-Tomang-Cengkareng Cawang-Tomang-

Cengkareng

Prof. Dr. Ir. Sedyatmo

423.16 7.29 458.05 6.89 34.88

9.22Jakarta Inner Road/JIRR 686.80 11.84 754.28 11.35 67.48

4. PurbaleunyiPurbaleunyi

Padaleunyi 276.29 4.76 339.93 5.11 63.6415.58

Cipularang 741.09 12.77 835.99 12.58 94.90


Jakarta-Tangerang Jakarta-Tangerang 408.01 7.03 467.12 7.03 59.11 14.49

6. Head Office (PT JLJ)


Jakarta Outer Ring Road/JORR

923.17 15.91 1.059.75 15.94 136.5812.08


Ulujami-Pondok Aren

131.85 2.27 122.70 1.85 (9.15)

7. Others Surabaya-Gempol Surabaya-Gempol 270.47 4.66 309.02 4.65 38.56 14.26

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

PT Marga Sarana Jabar

Bogor Outer Ring Road/BORR

45.55 0.79 67.17 1.01 21.62 47.46

PT Marga Nujyasumo Agung

Surabaya-Mojokerto

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

PT Jasamarga Bali Tol


23.65 0.41 106.14 1.60 82.49 348.78


Kebon Jeruk-Ciledug (JORR W2 North)

- 59.04 0.89 59.04 -

ToTaL 5,802.73 100.00 6,646.39 100.00 843.66 14.54

Toll Revenues in 2014 (in Rp billion)

60

7.4

6

458

,05

339.

93

309.

02

1.0

23.4

3

754

.28

835.

99

1,0

59.7

5

467

.1254

8.25

423

.16

276

.20

270

.47

976

.57

686

.80 74

1.0

9

923.

17

40

8.0

1

131.

85

104

.77

81.5

7

107.

49

45.

55

36.4

9

23.6

5

-

17.5

5

122.

70

106

.50

91.

35

112.

44

67.1

7 107.

25

106

.14

59.0

4

18.7

8

Jagorawi

Jakarta-Cikampek

Prof. Dr. Ir

. Sedyatmo

Padaleunyi

Jakarta-Ta

ngerang

Jakarta Outer R

ing Road/JORR

Ulujami-Pondok Ranji

Surabaya-Gempol

Semarang

Belmera

Cipularang

Jakarta Inner R

ing Road/JIRR

20142013

Palikanci

Bogor Out R

ing Road/BORR

Surabaya-Mojokerto

Semarang-Solo


Kebon Jeruk-Ciledug (JORR W

2 North)







BUSINESS SEGMENT DEVELOPMENT STRATEGyIn principle, the main strategies of business

development are as follows:

• BusinessDevelopmentwiththegoalof

increasing the length of the Toll Road and other

related businesses to increase revenue and

financial strength of the Company.

In order to increase the length of toll roads

that are in operation, in 2014 the Company has

successfully operated the Section II Ungaran-

Bawen of the Semarang-Solo toll road, with a

length of 12.3 kilometers in early April 2014, the

Bogor Ring Road Toll Road Section II A linking

Kedung Halang and Kedung Badak along 1.95

kilometers at the end of May 2014. The company

has also operated the Ciledug-Ulujami section

of the JORR North W2 along 2 kilometers at

the end of July so that the toll road network

of the Jakarta Outer Ring Road has been fully

integrated. This is a significant impact of the

efforts to expedite and reduce traffic congestion

in the inner city toll road. The Company also

continues to add Toll Road concessions, where

the Company has secured the Concession Right

to develop the Medan-Kuala Namu-Tebing Tinggi

toll road with a length of 61.7 kilometers.

On the other business development, the

Company continues its efforts to increase

revenues from other business by synergizing

and maximizing the development of the assets

owned by the Company. Such efforts have

successfully lifted Other Business revenues,

both from advertising and land rent revenues,

maintenance and operation of toll roads service,

as well as the management of Rest and Service

area. In addition, in 2014 the Company has also

secured a new operating service contract to

operate the Surabaya-Madura toll bridge with a

length of 5.44 kilometers in August 2014.

• TheOperationofTollRoadsthrough

modernization of the operational activities

in order to secure revenues and continue to

improve the efficiency and quality of service to

customers.

In order to improve service provided to the toll

road customers, in 2014 the Company installed

69 additional Automatic Toll Gates, and has

officially operated electronic payment sstem by

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

transaction system for the toll road sections of

Jakarta-Cikampek, Cipularang, Padaleunyi, and

Jagorawi. In addition, to improve the smoothness

of traffic and reduce traffic accidents, the

Company conducted the so-called sympathetic

operations on overloaded vehicles that were

passing through the toll roads. The Company’s

efforts to continuously improve operational

performance through the fulfillment of SPM and

improving services, have enabled the Company

to receive an appreciation from the government

through approving the Company’s toll tariff

adjustment in line with inflation by 13.76% for

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

12.95% for Jakarta-Cikampek Toll Road Section.





Management Report



Performance in 2014In 2014, Traffic Volume Transactions of Jagorawi

Branch totaled 201.32 million vehicles, an increase of

0.86% compared to the Traffic Volume Transactions

in 2013 amounted to 199.61 million vehicles. In

2014, the contribution of Jagorawi Branch to the

Total Traffic Volume Transactions reached 15.26%.

Meanwhile, Toll Revenues reached Rp 607.46 billion,

an increase of 10.80% compared to 2013 amounting

to Rp 548.25 billion. The toll revenues contribution

reached 9.14% of the Total Toll Revenues.

ProfitabilityIn 2014, Profit Before Income Tax of Jagorawi Branch

reached Rp 291.44 billion, an increase of 21.15% from

previous year.

Performance Analysis 2014Toll revenues of Jagorawi Branch grew by 10.80%

from previous year driven by the rise of traffic

volume transactions by 0.86%. The increase of traffic

volume transactions was due to a rise of traffic and

the growth in the number of vehicles in line with

the development of residential areas in Sentul and

Bogor, supported by economic growth of Bogor city,

which increased by 6.26%. In addition, the traffic

volume increase was also due to the operation of the

Cinere-Jagorawi Toll Road, which is connected with

the Jagorawi Toll Road since 2012.

Business ProspectsThe development of the South of Sentul (City) as a

residential, business, and tourism area, will continue

to grow. In addition, Jagorawi Toll Road will be

integrated with the Ciawi-Sukabumi toll road and

BORR toll road, (Kedung Badak-Yasmin-Dramaga)

which will have a significant impact on the increase

in traffic volume transactions.

Business Segment of Toll Road Operation

MAIN SEGMENT

1. Jagorawi Branch Traffic Volume(million vehicle transactions)

Toll Revenues(Rp billion)

Section : Jagorawi

201319

9.61

2014

20

1.32

0.8

6%

2013

548.

25

2014

60

7.4

6

10.8

0%

Length of Toll Road : 59 km

Year Concession Expires : 2044

Year Operation Started : 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

Proportion of Transaction Traffic Volume

Proportion of Toll Revenues

15.26%

84.74%

9.14%

90.86%

* Net Profit/Loss before Income Tax







2. Jakarta-Cikampek Branch Traffic Volume(million vehicle transactions)


Section Jakarta-Cikampek

2013

202.

21

2014

206

.13

1.9

4%

2013

976

.57

2014

1,0

23.4

3

4.8

0%

Length of Toll Road 83 km

Year Concession Expires

2044

Year Operation Started 1988

Number of Employees 730 people

Number of Toll Booths 170

V/C Ratio 0.22-1.47

Transaction System Closed & Open

Location of Operation Jakarta, Bekasi, Karawang, Cikampek



15.62%

84.38%

15.40%

84.60%


traffic volume transactions by 1.94% and the toll

tariff adjustment in October 2014. The increase

of traffic volume transactions was caused by the

operation of the Cibatu toll gate in April 2014 and

an increase in traffic due to the growing number of

vehicles, which is stimulated by the development of

Bekasi, Cikarang and Karawang region.

Business ProspectsThe development of Jakarta-Cikampek as a

residential and business area will continue to grow,

such as the development Lippo Cikarang with total

area of ± 3,000 acres as a Central Business District,

Jababeka as an industrial area of Jababeka-Cikarang

Bekasi (Cikarang Dry Port) which stretches to the

port of Tanjung Priok and East Jakarta Industrial

Park (EJIP), as well as the potential additional traffic

volume transactions of the planned operation of the

Cikampek-Palimanan toll road.

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

transactions totaled 206.13 million vehicles, an

increase of 1.94% compared to the Traffic Volume

Transactions in 2013 amounted to 202.21 million

vehicles. In 2014, the contribution of the Jakarta-

Cikampek branch to the Total Traffic Volume

Transaction reached 15.62%.

Meanwhile, Toll Revenues reached Rp 1,023.43 billion,

an increase of 4.80% compared to 2013, which

amounting to Rp 976.57 billion. The toll revenues

contribution reached 15.40% of Total Toll Revenues.

ProfitabilityIn 2014, Profit Before Income Taxes of the Jakarta-

Cikampek Branch reached Rp 327.77 billion, an

increase of 12.38% from previous year.

Performance Analysis 2014Toll revenues of the Jakarta-Cikampek toll road grew

by 4.80% from a year earlier due to the growth in





Management Report



3. Cawang-Tomang-Cengkareng Branch Traffic Volume(million vehicle transactions)


Section Prof Dr. Ir. Sedyatmo, Jakarta Inner Ring Road

2013

283

.09

2014

282

.81

- 0

.10

%

2013

1,1

09.

96

2014

1,2

12.3

2

9.22

%


Year Concession Expires 2044

Year Operation Started 1984 & 1987



V/C Ratio 0.38-1.32

Transaction System Open

Location of Operation Jakarta, Tangerang



21.43%

78.57%

18.24%

81.76%


Performance Analysis 2014The Toll Revenues of Cawang-Tomang-Cengkareng

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

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

Toll) in September 2014.

Business ProspectsThe development of residential areas around Prof.

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

such as CBD area of West Jakarta, Sentral Primer

Batu Barat area, Puri Indah area and the Tangerang

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

section of the JORR W2 North, making the Jakarta

Outer Ring Road (JORR) to be fully integrated,

a significant impact on the increase in the traffic

volume transactions.

Performance in 2014In 2014, the Traffic Volume Transaction of the

Cawang-Tomang-Cengkareng Branch totaled 282.81

million vehicles, declined by 0.1% compared to the

Traffic Volume Transactions in 2013 amounted to

283.09 million vehicles.

In 2014, the contribution of Cawang-Tomang-

Cengkareng Branch to the total Traffic Volume

Transactions reached 21.43%. Meanwhile, Toll

Revenues reached Rp 1,212.32 billion, an increase of

9.22% compared to 2013, which amounted to Rp

1,109.96 billion. The Cawang-Tomang-Cengkareng

Branch contributed toll revenues of 18.24% to the

Total Toll Revenues.

Profitability2014, Income Before Income Taxes Branch Cawang-

Tomang-Cengkareng reached Rp 855.03 billion or an

increase of 10.78% from last year.







4. Purbaleunyi Branch Traffic Volume(million vehicle transactions)


Section Padaleunyi, Cipularang

2013 2014

66

.35

63.9

1

10,6

9%

2013 2014

1,1

75.9

3

1,0

17.3

8

15.5

8%






V/C Ratio 0.13-1.06

Transaction System Closed

Location of Operation Padalarang, Cileunyi, Cikampek, Purwakarta



5.03%

94.97%

17.69%

82.31%


Performance Analysis 2014Toll revenue of Purbaleunyi Branch of last year

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

traffic activities and the increase in the number

of vehicles from Jakarta to Bandung as a culinary

destination and tourism.

Business ProspectsNetwork development Purbaleunyi integrated Toll

Road connecting Pasteur-Cicaheum-Ujung Berung,

Cicaheum-Soekarno Hatta-Gedebage and Pasirkoja-

Soreang Toll Road, and Cileunyi-Sumedang-Dawuan

toll road will lift traffic volumes increase in the future.

Performance in 2014In 2014, the Traffic Volume Transactions of

Purbaleunyi Branch totaled 66.35 million vehicles, an



vehicles. In 2014, the contribution of Purbaleunyi

Branch to the Traffic Volume Transactions reached

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

billion, an increase of 15.58% compared to the year

of 2013 amounting to Rp 1017.38 billion. Purbaleunyi

Branch Contributed toll revenues of 17.69% to the

Total Toll Revenues.

Profitability2014, Income Before Income Tax of Purbaleunyi

Branch reached Rp 884.13 billion, an increase of

25.14% from previous year.





Management Report



5. Head Office – Jakarta Outer Ring Road (JORR)

Traffic Volume(million vehicle transactions)


Section JORR, Ulujami-Pondok Aren

2013 2014

19

6.7

6

193

.64

1.61

%

2013 2014

1,1

82.4

5

1,0

55.0

2

12.0

8%

Length of Toll Road 49 km (+Ulujami)





V/C Ratio 0.38-1.28


Location of Operation Jakarta, Bekasi



85.09%

14.91% 17.79%

82.21%


Performance in 2014In 2014, the Traffic Volume Transaction of the

Central toll road (Jakarta Outer Ring Road/JORR)

totaled 196.76 million vehicles, an increase of 1.61%

compared to the Traffic Volume transactions in

2013 amounted to 193.64 million vehicles. In 2014,

the contribution of Central toll road (JORR) to

total Traffic Volume Transactions reached 14.91%.

Meanwhile, Toll Revenues reached Rp 1,182.45

billion, an increase of 12.08% compared to the year

2013 amounting to Rp 1,055.02 billion. The Jakarta

Outer Ring Road (JORR) contributed toll revenues

of 17.79% to the Total Toll Revenues.

Profitability2014, Income Before Income Taxes of the Jakarta

Outer Ring Road (JORR) reached Rp 804.84 billion

or an increase of 45.25% from previous year.

Performance Analysis 2014The growth of traffic volume transactions rose

1.61% from a year ago. The increased traffic volume

transactions was caused by the growth of traffic in

the Jakarta-Cikampek toll road, primarily since JORR

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

in July 2014 which contributed to the increase in

traffic volume JORR toll road.

Business ProspectsBy connecting the full Jakarta Outer Ring Road

(JORR) provides easy access for users to get to

the toll road and from timurbarat Jakarta (“through

traffic”), without having to go through Urban Toll

Road Jakarta. Connections JORR highway system

as a whole will increase the volume of traffic in the

future. Development of the business district on the

left and right of toll roads, will provide additional

potential volume of traffic.







6. Jakarta-Tangerang Branch Traffic Volume(million vehicle transactions)


Section Jakarta-Tangerang

2013 2014

119

.83

113

.02

6.0

2%

2013 2014

467

.12

40

8.0

1

14.4

9%






V/C Ratio 0.47-1.67


Location of Operation Jakarta, Tangerang



90.92%

9.08% 7.03%

92.97%


growth in line with the property development in the

Tangerang area as well as the integration of the JORR

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

prompted large vehicles to take the alternative

route, therefore contributing to the increase in traffic

volume of the Jakarta-Tangerang toll road.

Business ProspectsThe toll roads in Greater Jakarta area is now fully

connected. The Jakarta-Tangerang is connected with

the JORR-2, which is then linked with the Sedyatmo

toll road, Kunciran-Serpong toll road, Jagorawi and

Jakarta-Cikampek toll roads. The development of

residential areas in Karawaci and Serpong area, as

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

Tangerang and the surrounding region. This creates

potentiality for an increase in traffic volume.

Performance in 2014In 2014, the Traffic Volume Transaction of the Jakarta-

Tangerang Branch totaled 119.83 million vehicles, an



vehicles. In 2014, the contribution of the Jakarta-

Tangerang Branch to the Total Traffic Volume

Transaction reach 9.08%. Meanwhile, Toll Revenues

reached Rp 467.12 billion, an increase of 14.49%

compared to 2013, which amounted to Rp 408.01

billion. The Jakarta-Tangerang Branch contributed toll

revenues of 7.03% to the Total Toll Revenues.

ProfitabilityIn 2014, Profit Before Income Tax of the Jakarta-

Tangerang Branch reached Rp 222.95 billion, an

increase of 9.79% from a year earlier.

Performance Analysis 2014The growth of traffic volume transactions rose by

6.02% from previous year. The increase of traffic

volume transactions was driven by the regional





Management Report



OTHER SEGMENT

1. Cabang Surabaya-Gempol Traffic Volume(million vehicle transactions)


Section Surabaya-Gempol

2013 2014

82.

87

81.

69

1.4

5%

2013 2014

30

9,0

2

270

,47

14.2

6%






V/C Ratio 0.37-0.98

Transaction System Open & Closed

Location of Operation Surabaya, Gempol



6.28%

93.72%

4.65%

95.35%


Performance in 2014In 2014, The Traffict Volume Transactions of the

Surabaya-Gempol Branch totaled 82.87 million

vehicles, an increase of 1.45% compared to the

Traffic Volume Transactions in 2013 amounted to

81.69 million vehicles. In 2014, the Surabaya-Gempol

Branch contributed 6.28% to the Total Traffic Volume

Transactions. Meanwhile, Toll Revenues reached

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

which amounted to Rp 270.47 billion. The Surabaya-

Gempol Branch Toll Revenues contributed 4.65% to

the Total Toll Revenues.

ProfitabilityIn 2014, the Profit Before Income Taxes of the

Surabaya-Gempol Branch reached Rp 186.81 billion,

an increase of 85.17% from previous year.

Performance Analysis 2014Toll revenues of the Surabaya-Gempol Branch grew

by 14.26% from previous year due to the growth in

traffic volume transactions of 1.45%. The increase

of traffic volume transactions was attributable to

the development of the area around the Surabaya-

Gempol Toll Road and the increased capacity of the

Dupak toll gate in September 2014 as well as the

opening of Porong arterial roads which raises the

volume of traffic to Surabaya and reverse direction.

Business ProspectsThere is potential growth of traffic volume

transactions with the operation of the Kejapanan-

Gempol toll road, expected to begin operation in

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

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.







2. Semarang Branch Traffic Volume(million vehicle transactions)


Section Semarang

2013 2014

48.

12

48.

86

-1.5

1%

2013 2014

10

6.5

0

10

4.7

7

1.6

5%






V/C Ratio 0.22-0.72


Location of Operation Semarang



3.65%

96.35%

1.60%

98.40%


Performance in 2014In 2014, the Traffict Volume Transactions of the

Semarang Branch totaled 48.12 million vehicles,

down -1.51% compared to the Traffic Volume


vehicles. In 2014, the Semarang Branch contributed

3.65% to the Total Traffic Volume Transactions.


an increase of 1.65% from 2013, which amounted

to Rp 104.77 billion. The Semarang Branch Toll

Revenues contributed 1.60% to the Total Toll

Revenues.

ProfitabilityIn 2014, Profit Before Income Taxes of the Semarang

Branch reached Rp 28.54 billion or an increase of

12.43% from previous year

Performance Analysis 2014Toll revenues of the Semarang Branch rose 1.65%

from a year earlier due to increased traffic activity,

and the operation of rhw Ungaran-Bawen toll road

section in early April 2014.

Business ProspectsThe connectivity of Semarang-Solo toll road is

expected to have an impact on the increase in

traffic volume transactions. The construction of

the toll road is carried out gradually. Currently, the

Semarang-Bawen section has been built, and then

will be followed by the construction of Bawen-Solo

toll road section.





Management Report



3. Belmera Branch Traffic Volume(million vehicle transactions)


Section Belmera

2013 2014

25.

39

24

.05

5.56

%

2013 2014

91.

35

81.

57

11.9

9%






V/C Ratio 0.15-0.43

Transaction System Closed

Location of Operation Belawan, Medan, Tanjung Morawa



1.92%

98.08%

1.37%

98.63%


Performance in 2014In 2014, the Traffict Volume Transactions of the

Belmera Branch totaled 25.39 million vehicles, an



vehicles. In 2014, the Belmera Branch contributed



an increase of 11.99% from 2013, which amounted to

Rp 81.57 billion. The Belmera Branch Toll Revenues

contributed 1.37% to the Total Toll Revenues.

ProfitabilityIn 2014, Profit before Income Tax of the Belmera

Branch reached Rp 7.51 billion, down by 32.28% from

previous year.

Performance Analysis 2014Toll revenues of Belmera Branch grew by 11.99% from

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

MedanIndustrialZone(KawasanIndustriMedan/

KIM), the operation of Kualanamu Airport and the

rise in traffic volume transaction to outside of Medan

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

Sumatra.

Business ProspectsThere is potential growth of traffic volume of

Belmera Toll Road following the operation of Medan-

Kualanamu-Tebing Tinggi toll road, which connects

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.







4. Palikanci Branch Traffic Volume(million vehicle transactions)


Section Palimanan - Kanci

2013 2014

19.

93

20

.19

-1.2

7%

2013 2014

112

.44

10

7.4

9

4.6

0%






V/C Ratio 0.28-0.33


Location of Operation Cirebon



1.51%

98.49%

1.69%

98.31%


Performance in 2014In 2014, the Traffic Volume Transactions of the

Palikanci Branch totaled 19.93 million vehicles,

down -1.27% compared to the Traffic Volume


vehicles. In 2014, the Palikanci Branch contributed



an increase of 4.60% from 2013, which amounted to

Rp 107.49 billion. The Palikanci Branch Toll Revenues


Profitability 2014Loss Before Income Tax of the Palikanci Branch

reached Rp 6.31 billion or an increase of 124.49%

from a year earlier.

Performance Analysis 2014Toll revenues of Palikanci Branch increased by 4.60%

from a year earlier due to tariff increase in 2013,

which began to have an impact in 2014.

Business ProspectsThe potential growth of traffic volume of the

Palikanci Toll Road is the connectivity of the Trans

Java toll road network, following the construction of

the Cikampek-Palimanan toll road that will connect

Jakarta-Cikampek and Palimanan-Kanci toll roads.





Management Report



5. PT Marga sarana Jabar Traffic volume(million vehicle transactions)


Ruas: Bogor Outer Ring Road

2013 2014

13.

68

12.

52

9.25

%

2013 2014

67.

17

45.

55

47.

46

%

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

Proportion of Transaction Traffic volume


98.96%

1.04%

98.99%

1.01%


Performance in 2014In 2014, the Traffic Volume Transaction of BORR

segment stood at 13.68 million vehicles, an



vehicles. In 2014, the BORR toll road contributed


Meanwhile, Toll Revenues reached Rp 67.17 billion, an

increase of 47.46% from 2013, which amounted to Rp

45.55 billion. The BORR Toll Revenues contributed

1.01% to the Total Toll Revenues.

ProfitabilityIn 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.

Performance Analysis 2014Toll revenues of BORR segment grew by 47.46%

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

Bogor region, especially Sentul as a residential area.

Business ProspectsThe development of Bogor Outer Ring Road (BORR)

toll road network which is connected with Inter

Ring Road will provide a significant impact on the

increase in traffic volume transactions.







6. PT Marga Nujyasumo Agung Traffic Volume(million vehicle transactions)


Section: Surabaya - Mojokerto

2013 2014

12.0

5

11.2

6

7.0

4%

2013 2014

18.7

8

17.5

5

7.0

1%

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





Surabaya-Mojokerto Toll Road totaled 12.04 million

vehicles, an increase of 7.04% compared to the

Traffic Volume Transactions in 2013 amounted

to 11.26 million vehicles. In 2014, the Surabaya-

Mojokerto Branch contributed 0.91% to the Total

Traffic Volume Transactions. Meanwhile, Toll

Revenues reached Rp 18.78 billion, an increase of

7.01% from 2013, which amounted to Rp 17.55 billion.

The Surabaya-Mojokerto Branch Toll Revenues


ProfitabilityIn 2014, Profit Before Income Taxes of PT PT Marga

Nujyasumo Agung reached Rp 43.79 billion or an


Performance Analysis 2014Toll revenues of the Surabaya-Mojokerto toll road

Section 1A Waru-Sepanjang grew by 7.01% from

a year earlier due to an increase in traffic volume

transactions by 7.04%. The increase in traffic

volume transactions is driven by an increased of

economic activities in the region and surrounding

the toll road area.

Business ProspectsThe Surabaya-Mojokerto toll road segment will

potentially increase traffic volume transactions

with the operation of Surabaya-Mojokerto toll road,

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

the volume of traffic on arterial roads that linking

Krian-Surabaya-Mojokerto is already quite dense, so

the potential use of toll road as an alternative route

will be high.

99.09%

0.91%

99.72%

0.28%





Management Report



7. PT Trans Marga Jateng Traffic Volume(million vehicle transactions)


Section: Semarang - Solo

2013 2014

15.5

6

6.5

8

136

.57%

2013 2014

107,

25

36.4

9

193.

95%

Length of Toll Road: 22.95 km (section I & section II)





V/C Ratio: 0.26-0.42

Transaction System: Closed

Location of Operation: Semarang



98.82%

1.18%

98.45%

1.61%



Semarang-Ungaran Toll Road section totaled 15.56

million vehicles, an increase of 136.57% compared to

the Traffic Volume Transactions in 2013 amounted to

6.58 million vehicles. In 2014, the Semarang-Ungaran

toll road section contributed 1.18% to the Total Traffic

Volume Transactions. Meanwhile, Toll Revenues

reached Rp 107.25 billion, an increase of 193.95%

from 2013, which amounted to Rp 36.49 billion. The

Semarang-Solo Section I Toll Revenues contributed

1.61% to the Total Toll Revenues.

ProfitabilityIn 2014, Profit Before Income Taxes of PT Trans

Marga Jateng reached Rp 212.23 billion or an


Performance Analysis 2014Toll revenues of PT Trans Marga Jateng grew by

193.95% from previous year due to the growth in

traffic volume transactions of 136.57%. The increased

in traffic volume transactions was due to an increase

in economic activity in the Semarang-Ungaran toll

road area and the rise of the movement of goods

and services to the city of Solo.

Business ProspectsThe connectivity of Semarang-Solo toll road will

have an impact on the increase in traffic volume

transactions. The construction of the toll road is

carried out gradually, and currently Semarang-

Bawen section has been developed, which will be

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.







8. PT Jasamarga Bali Tol Traffic Volume(million vehicle transactions)


Section: Nusa Dua-Ngurah Rai-Benoa

2013

3.2

9

2014

14

.31

335.

54%

2013

23.6

5

2014

106

.14

348.

78%

Length of Toll Road: 10 km





V/C Ratio: 0.25-0.38


Location of Operation: Bali



98.92%

1.08%

98.40%

1.60%


Performance in 2014In 2014, the Traffic Volume Transactions of the Nusa

Dua-Ngurah Rai-Benoa Toll Road section totaled

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

Rai-Benoa toll road section contributed 1.08% to

the Total Traffic Volume Transactions. Meanwhile,

Toll Revenues reached Rp 106.14 billion, reflecting

revenues contribution of 1.61% to the Total Toll

Revenues.

Profitability In 2014, Profit Before Income Taxes of PT Jasamarga

Bali Tol reached Rp 101.04 billion, an increase of

403.06% from a year earlier.

Performance Analysis 2014Toll revenues of PT Jasamarga Bali grew 348.78%

from previous year because in 2014 the Nusa Dua-

Benoa-Ngurah toll road started its full operation

following soft operation in October 2013. The

increase was also due to a rise of toll road users

who are driving to the Nusa Dua and Benoa

Harbour area.

Business ProspectsThe development of Benoa Bay area which will be

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

being directed for the development of hospitality

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.





Management Report



9. PT Marga Lingkar Jakarta Traffic Volume(million vehicle transactions)


Section: JORR W2 North (Kb Jeruk – Ulujami)

2013 2014

14.4

9

2013 2014

59.

04

Length of Toll Road: 7.87 km (Section I)





V/C Ratio: 0.26 - 0.40


Location of Operation: JORR

Proportion of Transaction Traffic Volume Proportion of Toll Revenues

98.90%

1.10%

99.11%

0.89%


Performance Analysis for 2014The Traffic volume transactions reached 14.49 million

vehicles and contributed to the toll revenues of Rp

59.04 billion.

Business ProspectsThe connectivity of the Jakarta Outer Ring Road and

the inner city toll road, which are now fully integrated,

will have an impact on the increase in traffic volume

transaction of Kebon Jeruk-Ulujami toll road as a

bridging toll road connecting the above toll roads with

Soekarno-Hatta Airport, Port of Tanjung Priok and

Tangerang area.

Performance in 2014In 2014, the Traffic Volume Transactions of PT Marga

Lingkar Jakarta totaled 14.31 million vehicles. The

JORR W2 North toll road section contributed 1.10%

to the Total Traffic Volume Transactions. Meanwhile,

Toll Revenues reached Rp 59.04 billion, reflecting

revenues contribution of 0.89% to the Total Toll

Revenues.

ProfitabilityIn 2014, Loss Before Income Tax of PT Marga Lingkar

Jakarta reached Rp 111.72 attributable to interest and

depreciation following the operation of the toll road.







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.

EXECUTIVE SUMMARy OF OPERATION DIRECTOR HASANUDIN





Management Report



Providing Services All the wayEntering Toll Road On Toll Road

E-TOLLCARD

Automated Toll Booth

TRAFFICINFORMATI0N

REST AREA

Variable Message Sign

CCTV







Providing Services All the wayOn Toll Road Exiting Toll Road

Patrol

Officer

REST AREA

Ambulance

Shorter and

more convenient

travel time

Towing

Service





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 Δ (Rp) Δ%% to Total Operating Revenues

1. Fuel (BBM) sales 153.07 178.71 25.64 16.75 1.95%

2. Land lease 90.06 104.36 14.30 15.88 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%

Business Segment of Non-Toll Business Develoment

90

.06

104

.36

153

.07

178.

71 225

.94

193.

12

32.

41 10

0.6

0

Land Lease Operating toll roads owned by

other parties

Fuel sale OthersAdvertising Revenues

6.7

2

6.3

1

20142013

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

2014 Fiscal Year,







Non Toll Business Development segment of the

Company is divided into:

a. Fuel salesFuel sales are revenues generated from the

fuel sales at fuel filling stations (SPBU) located

at Purbaleunyi KM 88 Rest and Service Area

and at KM 226 of the Palikanci toll road. Fuel

Sales contributed 1.95% of the Total Operating

Revenues.

b. Land Rental (Rest Area)In 2014, Land Rental Income increased by

15.88% from 2013. Revenues from Land Rental

of the year reached Rp 104.36 billion.

The increase in performance in 2014 was due

to the increase in rental rates at Rest Area

managed by the Company. In addition, the

opening of new land area to be leased to

other parties also increased the Company’s

performance in 2014.

c. Toll Road Operation Services for Other PartiesRevenues from Toll Road Operation Services

for Other Parties in 2014 reached Rp 100.60

billion, an increase of 210.44% compared to

2013, which amounted to Rp 32.41 billion.

d. Advertising Revenues Advertising revenues for 2014 reached

Rp 6.31 billion and contributed 0.07% to the

total Operating Revenues.

1.14%

98.86%

1.10%

98.90%

1.95%

98.05%

0.07%

99.93%

Land Rental (Rest Area)

Toll Road Operation Services for Other Parties

Advertising Revenues

Fuel sales

2013

2013

2013

2013

2014

2014

2014

2014

32.

41

90

.06

6

.72

153

.07

100

.60

104

.36

6.3

117

8.71





Management Report



e. Others

• PT Jasa Layanan PemeliharaanThe performance of PT Jasa Layanan

Pemeliharaan, as a subsidiary company

engaging in construction, trade and rental

vehicles was encouraging. In 2014, the

revenues achievement reached Rp 182.95

billion and contributed 31.38% to the Total

Non-Toll Revenues.

• PT Jasamarga PropertiPT 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.

2.10%

97.90%

Others

2013 2014

225

.94

193.

12







Comprehensive Analysis of Financial PerformanceDiscussion 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. KEP-

347 / BL / 2012 dated June 25, 2012 regarding Presentation and Disclosure of Financial Statements for

Public Listed Company.

REPORT OF CONSOLIDATED FINANCIAL STATEMENTS POSITIONConsolidated 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.

28,2

16.5

8

31,8

57.9

5

24,2

70.2

8

28,0

58.5

8

20142013

Total AssetNon Current AssetCurrent Asset

3,6

41.

37

3,78

8.30

AssetsAssets in 2014 Compared to 2013

(in billion Rp)

Description 2013* 2014 Δ Rp Δ %

Current Assets 3,788.30 3,641.37 (146.93) (3.88)Non-Current Assets 24,270.28 28,216.58 3,946.30 16.26 TOTAL ASSETS 28,058.58 31,857.95 3,799.37 13.54

DefinitionAssets 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•PSAKNo.1PresentationofFinancialStatements•PSAKNo.7DisclosureofPartieswhoHaveSpecialRelations•PSAKNo.15AccountingforInvestmentsinAssociatedFirms•PSAKNo.16PropertyandEquipment•PSAKNo.19IntangibleAssets•PSAKNo.22BusinessCombinations•PSAKNo.48DepreciationofAssets•PSAKNo.50FinancialInstruments: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





Management Report



Current AssetsCurrent Assets in 2014 Compared to 2013

(in billion Rp)

Uraian 2013* 2014 Δ Rp Δ %

Cash and Cash Equivalent 3,514.06 3,290.78 (223.28) (6.35)

Short Term Investment 6.63 7.14 0.52 7.78

Other Receivables – Current 177.20 148.83 (28.37) (16.01)

Costs Paid in Advance 25.77 71.98 46.21 179.35

Prepaid Tax 64.65 122.63 57.98 89.69

Total Current Assets 3,788.30 3,641.37 (146.93) (3.88)

DefinitionCurrent 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.

Standard Used•PSAKNo.1PresentationofFinancialStatements•PSAKNo.7DisclosureofPartiesthatHaveSpecialRelationship•PSAKNo.15AccountingforInvestmentsinAssociates•PSAKNo.22BusinessCombinations•PSAKNo.48DepreciationofAssets•PSAKNo.50FinancialInstruments:Presentation•OtherPSAKandISAKthatarerelevant

20142013

Cash and Cash Equivalent

Short Term Investment

Other Receivables – Current

Costs Paid in Advance

Prepaid Tax

3.51

4,0

6

3,29

0.7

8

6.6

3

177.

20

25.7

7

64

.65

7.14

148.

83

71.9

8 122.

63

3,51

4.0

6

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 EquivalentsCash and Cash Equivalents in 2014 Compared to 2013

(in billion Rp)


Cash and Cash Equivalents 3,514.06 3,290.78 (223.28) (6.35)

DefinitionCash 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.

2013 2014

3,51

4.0

6

3,29

0.7

8 Standard Used•PSAKNo.2CashFlowStatement•PSAKNo.50:FinancialInstruments:Presentation•PSAKNo.55:FinancialInstruments:Recognitionand

Measurement•PSAKNo.60:FinancialInstruments:Disclosures•OtherPSAKandISAKthatarerelevant

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







Short Term InvestmentComposition of Short Term Investment in 2014 Compared to 2013

(in billion Rp)


Short Term Investment 6.63 7.14 0.52 7.78

2013 2014

6.6

3

7.14

DefinitionShort-term investments are investments in deposits and marketable securities with a maturity of up to one year.

Standard Used•PSAKNo.23:Revenues•PSAKNo.50:FinancialInstruments:Presentation•PSAKNo.60:FinancialInstruments:Disclosures•PSAKNo.55:FinancialInstruments:RecognitionandMeasurement•OtherPSAKandISAKthatarerelevant

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 – CurrentComposition of Other Receivables – Current, in 2014 Compared to 2013

(in billion Rp)


Other Receivables – Current 177.20 148.83 (28.37) (16.01)

2013 2014

177.

20

148.

83

DefinitionOther 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• PSAKNo.50:FinancialInstruments:Presentation• PSAKNo.55:FinancialInstruments:Recognitionand

Measurement• PSAKNo.60:FinancialInstruments:Disclosures• OtherPSAKandISAKthatarerelevant

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.

*) Restated





Management Report



Prepaid CostsComposition of Prepaid Costs Payment in 2014 compared to 2013

(in billion Rp)


Prepaid Costs 25.77 71.98 46.21 179.35

2013 2014

25.7

7

71.9

8

DefinitionPrepaid 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• FrameworkforthePreparationandPresentationof

Financial Statements• OtherPSAKandISAKthatarerelevant.

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 TaxComposition of Prepaid Tax in 2014 Compared to 2013

(in billion Rp)


Prepaid Tax 64.65 122.63 57.98 89.69

2013 2014

64

.65

122.

63

DefinitionPrepaid taxes are taxes that will be weighted in calculating the tax liabilities.

Standard Used• PSAKNo.46:IncomeTax• FrameworkforthePreparationandPresentationof

Financial Statements• OtherPSAKandISAKthatarerelevant

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







Non-Current AssetComposition of Non Current Assets in 2014 Compared to 2013

(in billion Rp)


Other Receivables – Non Current 19.75 - (19.75) (100.00)

Appropriated Funds 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 591.31 701.73 110.42 18.67

Toll Road Concession Rights – Net 21,962.12 23,935.41 1,973.29 8.98

Other 641.12 2,183.17 1,542.05 240.52

Goodwill 41.85 41.85 - -

Other Assets 130.97 121.56 (9.40) (7.18)

Total Non-Current Asset 24,270.28 28,216.58 3,946.30 16.26

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

Standard Used•PSAKNo.1onPresentationofFinancialStatements•PSAKNo.16onPropertyandEquipment•PSAKNo.19onIntangibleAssets•PSAKNo.48onAssetDepreciation•PSAKNo.22onBusinessCombinations•PSAKNo.50onFinancialInstruments:Presentation•OtherPSAKandISAKthatarerelevant

3.51

4,0

6 23,9

35.4

1

21,9

62.

12

20142013

641.12

2,183.17

41.85 41.,85 130.97

121.56 835.92 459.32 179.24 19.75 946.33

816.90

171.35-

Toll R

oad Concessi

on

Rights – N

et

Other Rece

ivables –

Non Current

Appropria

ted Funds

Investment in

Asso

ciates

Other Asse

tsOther

Goodwill

Other Financial A

ssets

Fixed A

ssets

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.

*) Restated





Management Report



Other Receivables – Non CurrentComposition of Other Receivables – Non Current in 2014 Compared to 2013

(in billion Rp)


Other Receivables- Non Current 19.75 - (19.75) (100)

2013 2014

19.7

5

—

DefinitionOther 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.

Standard Used• PSAKNo.50:FinancialInstruments:Presentation• PSAKNo.55:FinancialInstruments:Recognitionand

measurement• PSAKNo.60:FinancialInstruments:Disclosures• OtherPSAKandISAKthatarerelevant

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 FundsComposition of Appropriated Funds in 2014 Compared to 2013

(in billion Rp)


Appropriated Funds 459.32 816.90 357.59 77.85

2013 2014

459

.32

816

.90 Definition

Appropriated funds are sinking funds that are set aside as guarantee payment of bonds and bank loans.

Standard Used• Thebasicframeworkofthepreparationandpresentationof

financial statements.• OtherPSAKandISAKthatotherrelevant.

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







Investment in AssociatesComposition of Investment in Associates in 2014 Compared to 2013

(in billion Rp)


Investment in Associates 179.24 171.35 (7.89) (4.40)

2013 2014

179.

24

171.

35DefinitionInvestments in associates are investments in the form of shares in another entity (investee) where the investor has significant influence over the investee.

Standard Used• PSAKNo.15:InvestmentsinAssociatesandJointVentures•PSAKNo.67:DisclosureofInterestsinOtherEntities•OtherPSAKandISAKthatarerelevant

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 AssetsComposition of Other Financial Assets in 2014 compared to 2013

(in billion Rp)


Other Financial Assets 244.61 244.61 - -

2013 2014

244

.61

244

.61

DefinitionOther 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• PSAKNo.50:FinancialInstruments-Presentation• PSAKNo.55:FinancialInstruments-Recognitionand

Measurement• PSAKNo.60:FinancialInstruments-Disclosures• OtherPSAKandISAKthatarerelevant.

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.

*) Restated





Management Report



Fixed AssetsComposition of Fixed Assets in 2014 Compared to 2013

(in billion Rp)


Fixed Assets 591.31 701.73 110.41 18.67

2013 2014

591

.31

70

1.73

DefinitionFixed 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• PSAKNo.16:FixedAssets• PSAKNo.30:Rent• PSAKNo.48:DepreciationofAssets• ISAK8:DeterminingWhetheranArrangementhasLease

Element• ISAK23:OperatingLeases-Incentives• ISAK24:EvaluatingtheSubstanceofAgreementsInvolving

the Legal Form of Lease• ISAK25:LandRights• OtherPSAKandISAKandotherrelevants.

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)


Toll Road Concession Rights Intangible Assets 21,962.12 23,935.41 1,973.29 8.98

2013 2014

21,9

62.12

23,9

35.4

1

DefinitionToll 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:IntangibleAssets•PSAK34:ConstructionContracts•PSAK48:DepreciationofAssets•ISAK16:ServiceConcessionArrangements•ISAK22:ServiceConcessionArrangements:Disclosures•OtherPSAKandISAKthatarerelevant

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







*) Restated

Other Intangible AssetsComposition of Other Intangible Assets in 2014 Compared to 2013

(in billion Rp)


Other Intangible Assets 641.12 2,183.17 1,542.05 240.52

2013 2014

641.1

2

2,18

3.17

DefinitionOther 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:IntangibleAssets•PSAK48:DepreciationofAssets•OtherPSAKandISAKthatrelevant

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)


Goodwill 41.85 41.85 - -

2013 2014

41.8

5

41.8

5

DefinitionGoodwill is the excess of the amount paid (considerations) and the fair value of net assets that are obtained.

Standard Used•PSAK19:IntangibleAssets•PSAK22:BusinessCombinations,IAS•PSAK48:DepreciationofAssetsValue•OtherPSAKandISAKthatarerelevant

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.





Management Report



In 2010, the Company acquired PT Marga Kunciran Cengkareng (MKC), the concession holder of Kunciran-

Cengkareng 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 AssetsComposition of Other Assets in 2014 Compared to 2013

(in billion Rp)


Other Assets 130.97 121.56 (9.40) (7.18)

2013 2014

130

.97

121.

56

DefinitionOther 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• Thebasicframeworkofthepreparationandpresentation

of financial statements.• OtherPSAKandISAKthatarerelevant

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







LiabilitiesCompostion of Liabilities in 2014 Compared to 2013

(in billion Rp)


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

Total Liabilities 17,500.63 20,432.95 2,932.32 16.76

20142013

Short Term Liabilities

Long Term Liabilities Total Liabilities

4,87

1.30

4,31

2.92

12,6

29.3

4

17,5

00

.63

20,4

32,9

5 .

16,12

0.0

4

DefinitionLiabilities 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.

Standard Used• PSAKNo.1PresentationofFinancialStatements• PSAKNo.46IncomeTaxes• PSAKNo.57Provisions,ContingentLiabilitiesand

Contingent Assets• OtherPSAKandISAkthatarerelevant

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.

*) Restated





Management Report



Short Term LiabilitiesComposition of Short Term Liabilities in 2014 Compared to 2013

(in billion Rp)


Short Term Bank Loan 655.84 610.50 (45.34 ) (6.91)

Accounts Payable 100.03 191.68 91.64 91.62

Contractors Payable 1,153.45 990.49 (162.96) (14.13)

Taxes Payable 107.06 261.57 154.51 144.32

Other Payable 56.41 73.66 17.25 30.58

Acrued Expenses 464.68 416.26 (48.41) (10.42)

Current Portion of Long-Term Liabilities

Bank Loan 295.22 43.16 (252.06) (85.38)

Bonds Payable 700.00 - (700.00) (100.00)

Loans from Govovernment - - - n/a

Land Acquisition Liabilities 1.112.70 1,500.72 388.02 34.87

Capital Lease Payable 19.78 15.48 (4.29) (21.70)

Provision for Overlay 206.14 209.40 3.26 1.58

Total Short-Term Liabilities 4,871.30 4,312.92 (558.38) (11.46)

700

20142013Short

Term

Ban

k Loan

610

.50

191.

68

100

.03

00

??

19.7

8

0 15.4

8

00

206

.14

209.

40

99

0.4

9

107.

06

46

4.6

8

295.

22

261.

57

41.

26

43.

16

56.4

1

73.6

6

Accounts

Payab

le

Capita

l Leas

e

Payab

le

Provisi

on for O

verla

y

Contracto

rs Pay

able

Bank L

oan

Bonds

Payab

le

Taxe

s Pay

able

Other P

ayab

le

Acrued

Expense

s

Loans f

rom

Govove

rnment

Land A

cquisi

tion

Liabilit

ies

1,11

2.70

1.15

3.4

5

655

.84 1,50

0.7

2

DefinitionShort-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.

Standard Used•PSAKNo.1:PresentationofFinancialStatements•PSAK50:FinancialInstruments:Presentation.•PSAK55:FinancialInstruments:RecognitionandMeasurement.•PSAK60:FinancialInstruments:Disclosures.•PSAK46:IncomeTaxes.•PSAK57:Provisions,ContingentLiabilitiesandContingentAssets.•ISAK16:ServiceConcessionAgreement•PSAK30:Leases•ISAK23:OperatingLeases-Incentives•ISAK22:ServiceConcessionArrangements:Disclosures.•OtherPSAKandISAKthatarerelevant

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







*) Restated

Accounts PayableComposition of Accounts Payable in 2014 Compared to 2013

(in billion Rp)


Accounts Payable 100.03 191.68 91.64 91.62

2013 2014

100

.03

191.

68DefinitionAccount 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• PSAK50:FinancialInstruments:Presentation• PSAK55:FinancialInstruments:Recognitionand

Measurement• PSAK60:FinancialInstruments:Disclosures• OtherPSAkandISAKthatarerelevant

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)


Payable to Contractors 1,153.45 990.49 (162.96) (14.13)

2013 2014

1,153

.45

990

.49

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

Standard Used• Thebasicframeworkofthepreparationandpresentationof

financial statements.• OtherPSAKandISAKthatarerelevant

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.





Management Report



Tax LiabilitiesComposition of Tax Liabilities in 2014 Compared to 2013

(in billion Rp)


Tax Liabilities 107.06 261.57 154.51 144.32

2013 2014

107.

06

261.

57

DefinitionTaxes liabilities are taxes that have not been paid to the State Treasury.

Standard Used• PSAK46:IncomeTaxes• FrameworkforthePreparationandPresentationof

Financial Statements• OtherPSAKandISAKthatarerelevant

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 LiabilitiesComposition of Other Liabilities in 2014 Compared to 2013

(in billion Rp)


Other Liabilities 56.41 73.66 17.25 30.58

2013 2014

56.4

1

73.6

6

DefinitionOther Liabilities consist of liabilities to related parties.



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







Accrued Expenses Composition of the Accrued Expenses in 2014 Compared to 2013

(in billion Rp)


Accrual Expense 464.68 416.26 (48.41) (10.42)

2013 2014

464.

68

416.

26

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

Standard Used• Thebasicframeworkofthepreparationandpresentationoffinancial

statements.• OtherPSAKandISAKthatarerelevant

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 yearComposition of Long Term Liabilities that Mature within One Year in 2014 Compared to 2013

(in billion Rp)


Bank Loans 295.22 43.16 (252.06) (85.38)Bonds Payable 700.00 - (700.00) (100.00)Loans from Government - - - n/a Land Acquisition Liabilities 1,112.70 1,500.72 (388.02) 34.87Capital Lease Payable 19.78 15.48 (4.29) (21.70)Provision for Overlay 206.14 209.40 3.26 1.58 Total 2,333.83 1,768.76 (565.07) (24.21)

2013 2014

Bank Loans Bonds Payable

Loans from Government

295.

22

43.

16

Land Acquisition Liabilities

Capital Lease

Payable

Provision for Overlay

206

.14

15.4

8

00 19.7

8

0700

.00

209.

40

1,11

2.70

1,50

0.7

2

DefinitionLong-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.

Standard Used• PSAKNo.1PresentationofFinancialStatements• FrameworkforthePreparationandPresentationofFinancial

Statements• OtherPSAKandISAKthatarerelevant

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





Management Report



Long Term LiabilitiesComposition of Long Term Liabilities in 2014 Compared to 2013

(in billion Rp)


Unearned Revenues 71.03 74.23 3.20 4.51Deferred Tax Liabilities 548.50 623.50 75.00 13.67 Long-Term Liabilities- Net of Current PortionBank Loans 5,320.20 6,484.84 1.164.64 21.89 Bonds Payable 5,144.38 6,144.43 1,000.05 19.44Joint Operation Liabilities 22.21 22.21 - n/aLand Acquisition Liabilities 566.17 1,369.22 803.05 141.84 Capital Lease Payable 47.13 34.48 (12.65) (26.83)Provision for Overlay 124.95 156.71 31.76 25.42 Other Long Term Liabilities 458.67 819.42 360.76 78.65

Employee Benefits Liabilities 326.11 390.99 64.88 19.90Total Long-Term Liabilities 12,629.34 16,120.04 3,490.70 27.64

2013 2014

74.2

3

71.0

3

548.

50

22.2

1

566

.17

47.

13

124

.95

458

.67

326

.11

623

.50

22.2

1

1,36

9,22

34.4

8

156

.71

819.

42

390

.99

Capital L

ease Pay

able

Other Long Te

rm

Liabilities

Employee Benefits

Liabilities

Deferred Ta

x Liabilities

Unearned Revenues

Bank Loans

Bonds Pay

able

Joint O

peration

Liabilities

Land Acq

uisitio

n

Liabilities

Provision fo

r Ove

rlay

5,32

0.2

0

5,14

4.3

8

6,4

84.8

4

6,1

44

.43

DefinitionLong-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.

Standard Used• PSAKNo.1onPresentationofFinancialStatements• FrameworkforthePreparationandPresentationofFinancial

Statements• OtherPSAKandISAKthatarerelevant

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 IncomeUnearned Income in 2014 Compared to 2013

(in billion Rp)


Unearned Income 71.03 74.23 3.20 4.51

2013 2014

71.0

3

74.2

3

DefinitionUnearned 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•PSAK30:Leases•OtherPSAKandISAkthatarerelevant.

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







Deferred Tax Liabilities Composition of Deferred Tax Liabilities in 2014 Compared to 2013

(in billion Rp)


Deferred Tax Liabilities 548.50 623.50 75.00 13.67

2013 2014

548.

50

623.

50

DefinitionThe 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.

Standard Used•PSAK46:IncomeTaxes•OtherPSAKandISAkthatarerelevant

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 yearComposition of Long Term Liabilities – After Deducted with Portion of Debts which Matures in One Year in 2014 Compared to 2013

(in billion Rp)


Bank Loan 5,320.20 6,484.84 1,164.64 21.89 Bonds Payable 5,144.38 6,144.43 1,000.05 19.44 Liabilities from Joint Operation 22.21 22.21 - - Land Acquisition Liabilities 566.17 1,369.22 803.05 141.84

Capital Lease Payable 47.13 34.48 (12.65) (26.83)

Provision for Overlay 124.95 156.71 31.76 25.42 Total 11,225.03 14,211.89 2,986.86 26.61

Bank Loan Bonds Payable

Liabilities from Joint Operation

Land Acquisition Liabilities

apital Lease Payable

Provision for Overlay

5,32

0.2

0

5,14

4.3

8

6,4

84.8

4

2013 2014

6,1

44

.43

22.

21

566

.17

47.

13

124

.95

22.2

1

1,3

69.2

2

34

.48

156

.71

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





Management Report



Other Long Term LiabilitiesComposition of Other Long Term Liabilities in 2014 Compared to 2013

(in billion Rp)


Other Long Term Liabilities 458.67 819.42 360.76 78.65

2013 2014

458

.67

819

.42

DefinitionOther 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.

Standard Used• PSAKNo.1onPresentationofFinancialStatements• FrameworkforthePreparationandPresentationof

Financial Statements• OtherPSAKandISAKthatarerelevant.

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 BenefitCompositon of Post Employement Benefit in 2014 Compared to 2013

(in billion Rp)


Post Employement Benefit 326.11 390.99 64.88 19.90

2013 2014

326

.11

39

0.9

9

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

Standard Used• PSAK24:EmployeeBenefits• ISAK15:PSAK24–TheLimitonFixedBenefitAsset,

Minimum Funding Requirements and Their Interaction• OtherPSAKandISAKthatarerelevant

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







EquityComposition of Equity in 2014 Compared to 2013

(in billion Rp)


Share Capital 3,400.00 3,400.00 - -

Additional Paid in Capital 2,453.89 2,453.89 - - Unrealized Gain (Loss) Securities Available for Sale 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 Non-Controlling Interests 1.561.17 1,558.80 (2.37) (0.15)Total Equity 10,557.95 11,425.00 867.05 8.21

8.9

96

.78

9,8

66

.20

Total Equity Attributable to Owners of the

Parent

2013 2014

Retained Earnings

3,1

40

.79

4,0

09.

69

Additional Paid in Capital

Unrealized Gain (Loss) Securities Available for Sale

2,4

53.8

9

2,4

53.8

9

2.10

2.61

Non-Controlling

Interests

1,5

61.1

7

1,5

58.8

0

Share Capital

3,4

00

.00

3,4

00

.00

DefinitionEquity 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.

Standard Used• PSAK38:BusinessCombinationofEntitiesunderCommon

Control• PSAK50:FinancialInstruments:Presentation,• PSAK53:Share-basedPayment• ISAK11:DistributionsofNon-cashAssetstoOwner• OtherPSAKandISAKthatarerelevant• PSAK65:ConsolidatedFinancialStatements

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.

*) Restated





Management Report



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEIn 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)


Operating Revenues 10,271.47 9,175.32 (1,096.15) (10.67)Operating Expenses 8,012.31 6.131.28 (1,881.02) (23.48)Operating Profit 2,259.16 3,044.04 784.88 34.74 Income for the Year Attributable to Owner of the Parent Entity

1,027.66 1,403.43 375.77 36.57

Income for the Year Attributable to Non-Controlling Interest Party

1,026.47 1,403.94 377.48 36.77

EBITDA 3,398.50 3,965.97 567.22 16.70Earnings Per Share 151 206 55.26 36.57

9,1

75.3

2

6,1

31.2

8

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

2,2

59.1

6

3,3

98.

50

151

1,0

27.6

6

1,0

26.4

7

3,0

44

.04

3,9

65.

97

20

6 1,4

03.

43

1,4

03.

94

2013 2014

10

,271

.47

8,0

12.3

1

*) Restated







*) Restated

Operating RevenuesComposition of Operating Revenues in 2014 Compared to 2014

(in billion Rp)


Toll Revenues 5,802.73 6,646.39 843.66 14.54 Construction Revenues 3,960.54 1,945.82 (2,014.71) (50.87)Other Revenues 508.20 583.10 74.90 14.74 Total Operating Revenues 10,271.47 9,175.32 (1,096.15) (10.67)

Total Operating Revenues

Construction Revenues

Other Revenues

Toll Revenues

2013 2014

5,8

02.

73

6,6

46

.39

3,9

60

.54

1,9

45.

82

508.

20

583.

10

10

,271

.47

9,1

75.3

2

DefinitionOperating revenues are revenues from the main business activities of the company as stated in the Articles of Association of the Company.

Standard Used•PSAK23:Revenues•PSAK30:Leases•PSAK34:ConstructionContracts•OtherPSAKandISAKthatarerelevant

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 RevenuesToll 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.





Management Report



Composition of Toll Revenues in 2014 compared to 2013 is as follows:

Description

2013* 2014

Δ %Amount Contribution

(%) Amount Contribution(%)

Branch Offices Jakarta - Cikampek 976.57 16.83 1,023.43 15.40 46.86 4.80 Cikampek - Padalarang 741.09 12.77 835.99 12.58 94.90 12.81 JORR Non-S Section 710.63 12.25 848.93 12.77 138.30 19.46 Cawang - Tomang - Pluit 686.80 11.84 754.28 11.35 67.48 9.83 Jakarta - Bogor - Ciawi 548.25 9.45 607.46 9.14 59.21 10.80 Prof. Dr. Ir. Sedyatmo 423.16 7.29 458.05 6.89 34.88 8.24 Jakarta - Tangerang 408.01 7.03 467.12 7.03 59.11 14.49 Padalarang - Cileunyi 276.29 4.76 339.93 5.11 63.64 23.03 Surabaya - Gempol 270.47 4.66 309.02 4.65 38.56 14.26 JORR S 212.54 3.66 210.82 3.17 (1.72) (0.81) Pondok Aren - Bintaro Viaduct - Ulujami 131.85 2.27 122.70 1.85 (9.15) (6.94) Palimanan - Kanci 107.49 1.85 112.44 1.69 4.95 4.60 Semarang Sections A, B, C 104.77 1.81 106.50 1.60 1.73 1.65 Belawan - Medan - Tanjung Morawa 81.57 1.41 91.35 1.37 9.78 11.99

Total 5,679.49 97.88 6,288.01 94.61 608.52 10.71 Subsidiaries Bogor Outer Ring Road 45.55 0.79 67.17 1.01 21.62 47.46 Semarang - Solo 36.49 0.63 107.25 1.61 70.77 193.95 Surabaya - Mojokerto 17.55 0.30 18.78 0.28 1.23 7.01 Nusa Dua-Benoa 23.65 0.41 106.14 1.60 82.49 348.78 Ulujami - Kebun Jeruk - - 59.04 0.89 59.04 n/a

Total 123.24 2.12 358.38 5.39 235.14 190.79

TOTAL 5,802.73 100.00 6,646.39 100.00 843.66 14.54

59.0

4

0

Ulujami-K

ebon Jeru

k

131.

85

107.

49

104

.77

81.5

7

45.

55

36.4

9

17.5

5

23.6

5 122

.70

112.

44

106

.50

91.

35

67.1

7

107.

25

18.7

8

106

.14

Jaka

rta -

Cikampek

Cikampek -

Padala

rang

JORR N

on-S Secti

on

Cawan

g - To

mang -

Pluit

Jaka

rta -

Bogor - C

iawi

Prof. D

r. Ir. S

edyatm

o

Jaka

rta -

Tangeran

g

Padala

rang -

Cileunyi

Surabay

a - G

empol

JORR S

Pondok Are

n - Binta

ro V

iaduct

- Ulujam

i

Paliman

an -

Kanci

Semarang Secti

ons A, B

, C

Belawan

- Medan

- Ta

njung Moraw

a

Bogor Oute

r Ring R

oad

Semarang -

Solo

Surabay

a - M

ojokerto

Nusa D

ua - B

enoa

976

.57

741.

09

710

.63

686

.80

548.

25

423

.16

1,0

23.4

3

835

.99

84

8.93

754

.28

60

7.4

6

458

.05

40

8.0

1

467

.12

276

.29

339

.93

270

.47

309.

02

210

.82

212

.54

2013 2014

The above table and graph show that the growth is found across the Company’s toll roads. The largest

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

areas are still the largest contributor to the revenues of the Company. In 2014, total toll revenues are

derived from toll roads in the inner city of Jakarta, amounting to Rp 754.28 billion, contributing 11.35% to

the total toll revenues.

*) Restated







Construction Revenues Composition of Construction Revenues in 2014 Compared to 2013

(in billion Rp)


Construction Revenues 3,960.54 1,945.82 (2,014.71) (50.87)Construction Expenses 3,914.45 1,921.07 (1,993.39) (50.92)Construction Margin 46.09 24.76 (21.33) (46.28)


Construction Expenses

Construction Margin

46

.09

24

.76

2013 2014

1,9

45.

82

1,9

21.0

7

3,9

60

.54

3,9

14.4

5

DefinitionConstruction 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.

Standard Used•PSAK34:ConstructionContracts•OtherPSAKandISAKthatarerelevant

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 Ungaran-

Bawen 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)


Fuel Sales 153.07 178.71 25.64 16.75 Land Rent 90.06 104.36 14.30 15.88 Toll Road Operating Service 32.41 100.60 68.19 210.44 Advertisement 6.72 6.31 (0.41) (6.06)Others 225.94 193.12 (32.82) (14.52)Total Other Operating Revenues 508.20 583.10 74.90 14.74

Land RentFuel Sales Toll Road Operating

Service

OthersAdvertisement

6.7

2

90

.06

32.4

1 10

4.3

6

100

.60

6.3

1

2013 2014

153.

07

178

.71 22

5.9

4

193.

12

DefinitionOther 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•PSAK30:Leases•OtherPSAKandISAKthatarerelevant

*) Restated

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.





Management Report



Operating Expenses Composition of Operating Expenses in 2014 Compared to 2013

(in billion Rp)


Toll Collection Expenses 872.70 1,082.60 209.90 24.05 Toll Road Service Expenses 481.74 556.72 74.98 15.56 Toll Road Maintenance Expenses 1,568.82 1,364.54 (204.29) (13.02)Joint Operations Expenses 308.00 313.04 5.04 1.64 Construction Expenses 3,914.45 1,921.07 (1,993.39) (50.92)General Administrative Expenses 1,087.82 1,160.59 72.76 6.69 Other Income (254.73) (287.55) (32.82) 12.89 Other Expenses 33.49 20.28 (13.21) (39.44)

Toll Collection Expenses

Toll Road Service

Expenses

Toll Road Maintenance

Expenses

Joint Operations Expenses

Construction Expenses

General Administrative

Expenses

Other Income Other Expenses

872.

70

481

.74 1

,56

8.82

308.

00

1,9

21.0

7

1,0

87.8

2

(254

.73)

33.

49

1,0

82.6

0

556

.72

1,3

64

.54

313

.04

1,1

60

.59

(28

7.55

)

20

.28

2013 2014

3,9

14.4

5

DefinitionExpenses 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.

Standard Used•PSAK14:Inventories•PSAK16:PropertyandEquipment•PSAK19:IntangibleAssets•PSAK24:EmployeeBenefits•PSAK34:ConstructionContracts•OtherPSAKandISAKthatotherrelevant

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







Operating IncomeComposition of Operating Profit in 2014 Compared to 2013

(in billion Rp)


Operating Revenues 10,271.47 9,175.32 (1,096.15) (10.67)Operating Expenses 8,012.31 6,131.28 (1,881.02) (23.48)Operating Income 2,259.16 3,044.04 784.88 34.74

20142013

10

,271

.47

8,0

12.3

1

9,17

5.32

6,13

1.28

2,2

59.16

3,0

44.0

4

Operating Revenues

Operating Expenses

Operating Income

DefinitionOperating Income is the difference between Operating Revenues and Operating Expenses of the Company.

Standard Used• Thebasicframeworkofthepreparationand

presentation of financial statements.• OtherPSAKandISAKthatarerelevant

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)


Other Income 254.73 287.55 32.82 12.89 Other Expenses (33.49) (20.28) 13.21 (39.44)Total Other Income (Expenses) 221.23 267.27 46.04 20.81

20142013

254.

73

221

.23

287

.55

(33

.49)

(20

.28)

267

.27

Other Income Total Other Income (Expenses)

Other Expenses

DefinitionOther Income (Charges) refer to income (charges) which are not directly linked with the Company’s main business activities.

Standard Used•OtherPSAKandISAKthatotherrelevant

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





Management Report



Profit Before TaxesComposition of Profit Before Tax in 2014 Compared to 2013

(in billion Rp)


Profit Before Tax 1,310.64 1,821.97 511.34 39.01

2013 2014

1,3

10.6

4

1,8

21.9

7

DefinitionProfit before tax is the profit of the current year before deducting tax liabilities.



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 ExpensesComposition of Tax Expenses in 2014 Compared to 2013

(in billion Rp)


Tax Expenses 300.60 531.64 231.04 76.86 Deferred Tax 81.25 75.00 (6.25) (7.69)Total Income Tax Expenses 381.85 606.64 224.79 58.87

20142013

30

0.6

0

381

.85

531

.64

60

6.64

81.

25

75.

00

Tax Expenses Deferred Tax Total Income Tax Expenses

DefinitionTax 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.

Standard Used•PSAK46:IncomeTaxes•OtherPSAKandISAKthatarerelevant

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







Income for the yearIncome in 2014 Compared to 2013

(in billion Rp)


Owner of Parent Entity 1,027.66 1,403.43 375.77 36.57 Non-Controlling Interest 98.87 188.10 89.22 90.24 Total Comprehensive Income for the Year 928.79 1.215.33 286.54 30.85

20142013

1,0

27.6

6

928

.79 1,4

03.

43

1,2

15.3

3

98.8

7

188.

10

Owner of Parent Entity

Non-Controlling Interest

Total Comprehensive Income for the year

DefinitionIncome for the year is obtained in the current financial year after deducting tax expense.

Standard Used•PSAKNo.1:PresentationofFinancialStatements•OtherPSAKandISAKthatarerelevant

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 RevenuesComposition of Other Comprehensive Income in 2014 Compared to 2013

(in billion Rp)


Unrealized Gain (Loss) on Securities Available for Sale (1.19) 0.52 1.71 143.19

2013 2014

(1.19

)

0.5

2

DefinitionOther Comprehensive Income refers to the balance of income and expenses, including reclassification adjustments, which are not recognized in profit or loss statement.

Standard Used• PSAKNo.1:PresentationofFinancialStatements• PSAK10:TheEffectsofChangesinForeignExchange

Rates• PSAK15:InvestmentsinAssociatesandVentureBusinesses• PSAK24:EmployeeBenefits• PSAK55:FinancialInstruments:Recognitionand

Measurement• OtherPSAKandISAKthatarerelevant.

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.

*) Restated





Management Report



Comprehensive Income for the yearComposition of Comprehensive Income in 2014 Compared to 2013

(in billion Rp)


Owner of the Parent Entity 1,026.47 1,403.94 377.48 36.77 Non-Controlling Interest 98.87 188.10 89.22 90.24 Total Comprehensive Income for the Year 927.59 1,215.85 288.25 31.08

98.8

7

188.

10Owner of the Parent

Entity Non-Controlling InterestTotal Comprehensive Income for

the year

1,0

26.4

7

1,4

03.

94

1,2

15.8

5

927

.59

20142013

DefinitionComprehensive Income for the year is the current year’s profits earned in the current financial year after deduction of other comprehensive income.

Standard Used•PSAKNo.1:PresentationofFinancialStatements•OtherPSAKandISAKthatarerelevant

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 ShareComposition of Earnings per Share in 2014 Compared to 2013

(in billion Rp)


Earnings per Share (full Rupiah amount) 151 206 55 36.42

2013 2014

151

206

DefinitionEarnings 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•PSAKNo.1onPresentationofFinancialStatements•OtherPSAKandISAKthatarerelevant

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







PROFITABILITy RATIOThis ratio is used to measure the capability of the Company to produce profits.

Description 2013* 2014

Gross Profit Margin 21.99% 33.18% Net Profit Margin 10.01% 15.30% ROE (Return on Equity) 9.73% 12.28% ROA (Return on Assets) 3.66% 4.41%EBITDA Margin 53.85% 54.86%

20142013

10.0

1%

9.7

3%

3.6

6%

15.3

0%

12.2

8%

4.4

1%

54,8

6%

Gross Profit Margin Net Profit Margin

ROE (Return on Equity)

ROA (Return on Assets)

EBITDA Margin

21.9

9%

33.1

8%

53.8

5%

CONSOLIDATED STATEMENTS OF CASH FLOwSComposition of Consolidated Statement of Cash Flows in 2014 Compared to 2013

(in billion Rp)


Net Cash Flow from Operating Activities 2,085.83 1,852.17 (233.66) (11.20)Net Cash Flows Used in Investing Activities 4,463.03 3,651.97 (811.06) (18.17)Net Cash Flows from Financing Activities 1,588.87 1,576.52 (12.35) (0.78)Balance of Cash and Cash Equivalent at End of the Year 3,514.06 3,290.78 (223.28) (6.35)

20142013

2,0

85.8

3

1,58

8.87

3,51

4.0

6

4,4

63.

03

1,8

52.1

7

1,5

76.5

2

3,2

90

.78

3,6

51.9

7

Net Cash Flow from Operating Activities

Net Cash Flows from Financing Activities

Balance of Cash and Cash Equivalent at End

of the year

Net Cash Flows Used in Investing Activities

DefinitionCash 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.

Standard Used•PSAKNo.1onPresentationofFinancialStatements•OtherPSAKandISAKthatarerelevant

*) Restated





Management Report



Net Cash Flow from Operating ActivitiesNet 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 ActivitiesNet 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 ActivitiesNet 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 InformationAs 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)

No. Description

2013* 2014

Amount Contribution(%) Amount Contribution

(%)

1. Head Office (JORR) 1,848.59 18.00 1,437.76 15.67

2. Jagorawi 561.17 5.46 619.17 6.75

3. Jakarta-Cikampek 993.62 9.67 1,044.65 11.39

4. Purbaleunyi 1,029.47 10.02 1,194.54 13.02

5. Jakarta-Tangerang 416.04 4.05 476.26 5.19

6. Cawang-Tomang-Cengkareng 1,142.66 11.12 1,247.62 13.60

7. Other Segment 4,279.93 41.67 3,155.33 34.39

TOTAL 10,271.47 100.00 9,175.32 100.00

Operating Expenses per Business Segment (in billion Rp)

No. Description

2013* 2014

Total Contribution(%) Total Contribution

(%)

1. Head Office (JORR) 1,682.67 20.44 1,339.92 20.94

2. Jagorawi 319.00 3.87 327.93 5.13

3. Jakarta-Cikampek 702.59 8.53 718.88 11.23

4. Purbaleunyi 318.07 3.86 306.16 4.78


6. Cawang-Tomang-Cengkareng 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







*) Restated

Operating Profit (Loss) Before Tax per Business Segment (in billion Rp)

No. Description2013* 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


6. Cawang-Tomang-Cengkareng 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

SOLVABILITy AND COLLECTABILITy OF RECEIVABLES

Capability to Repay DebtsThe capability of the Company to repay short-term

debts is influenced by the level of liquidity of the

Company.

Liquidity levelsThe capability to repay short-term debts is reflected

in the Liquidity Ratio. The level of liquidity is shown

by the Current Ratio and Cash Ratio.

Liquidity Ratio (in billion Rp)


Cash and Cash Equivalent 3,514.06 3,290.78Current Assets 3,788.30 3,641.37Short-Term Liabilities 4,871.30 4,312.92Ratio (times)

Current Ratio 0.78 0.84 Cash Ratio 0.72 0.76

2013

2014

0.7

8

0.7

2

0.7

6

0.8

4

Current Ratio Cash Ratio

The level of liquidity ratios show that the level of

the Company’s liquidity has improved, Current

Ratio increased from 0.78 in 2013 to 0.84 times in

2014, while the Cash Ratio increased from 0.72 to

0.76 times.

Level of Solvability The level of solvability measures the Company’s

ability to repay long-term liabilities. As of the end of

2014, Debt to Equity Ratio of the Company stood

at 1.79 times. The ratio improved from 2013, which

reached 1.66 times. Meanwhile, EBITDA compared

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.

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)


Total Assets 28,058.58 31,857.95Total Liabilities 17,500.63 20,432.95Equity 10,557.95 11,425.00EBITDA 3,398.50 3,965.97 Interest Expenses 944 1.215 Ratio (times)

DER 1.66 1.79 Debt Ratio 0.62 0.64 ICR (Interest Coverage Ratio)

3.60 3.26





Management Report



The Collectibility of ReceivablesThe Company does not have Receivables

considering that transactions are made in cash.

Therefore, it is not possible to measure the level of

collectibility receivables. While the receivables that

are existing are receivables from employees where

the collectability of receivables is held every month

in conjunction with the payment of salaries.

Capital StructureCapital structure of the Company as of December 31,

2014 are as follows:

(in billion Rp)


Short Term Liabilities 4,871.30 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 1.79

Capital Structure PolicyThe 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 debt-

to-equity ratio at a maximum of 5:1 as required by

the creditors.

Investment in Capital GoodsInvestment Realization of capital goods in 2014

reached Rp 4.79 trillion, of which Rp 3.23 trillion

is used for the development of the Company’s

Subsidiaries with the following details:

(in billion Rp)

Description 2014

Capex of Parent Company 2,341.30 Operational 1,184.66 Toll Road Development 1,026.57 Investment in Other Businesses 51.82 Investment in Non-Operational Supporting Facilities

78.25

Capex of Subsidiaries 3,226.41 PT Marga Lingkar Jakarta 316.60 PT Marga Sarana Jabar 76.32 PT Marga Trans Nusantara 447.61 PT Marga Kunciran Cengkareng 685.34 PT Trans Marga Jateng 429.48 PT Transmarga Jatim Pasuruan 378.53 PT Marga Nujyasumo Agung 502.24 PT Jasamarga Pandaan Tol 370.51 PT Jasa Marga Bali Tol 19.78 Capex of Non-Toll Subsidiaries 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 RealizationIn 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-than-

expected 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.







Comparision between Target 2014 and Realization 2014

Description Target 2014 Realization 2014 Remarks

Operating Revenues (billion Rp) 7,243.24 7,229.49 Excluding Construction RevenuesTraffic Volume (billion transactions) 1.37 1.32

Target/Projection to Achieve Next yearIn 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 Remarks

Operating revenues (billion rupiah) 7,952.94 Excluding Construction RevenuesTraffic Volume (million vehicles) 1,384.50

Material Ties for the Investment in Capital GoodsIn 2014 the Company did not perform material commitments on capital goods investment.

Material Information Subsequent to the Date of Accountant’s ReportIn 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 EconomyBased 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: Gempol-

Pandaan, Gempol-Rembang section of Gempol-Pasuruan toll road, Krian-Mojokerto section of Surabaya-

Mojokerto 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 Medan-

Kuala 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.





Management Report



Marketing Strategies and Market ShareMarketing StrategiesThe Company continues to strive to grow its

business through adding the length of its long road.

Efforts are made through the acquisition of toll road

concessions that is done through participating in

tenders held by the Government, the acquisition of

existing concessions owned by other parties as well

as proposing the construction of new toll roads that

are prospective (unsolicited).

The development of toll roads conducted by the

Company is always carried out within the framework

of investment which is financially feasible. The

Company tries to ensure that the new toll road

segments to be developed are connected with the

toll roads that have been in operation, therefore,

the traffic volume on the new toll road projects

can support the target on the return of investment

that has been set. In addition, the Company seeks

to become the majority owners in the subsidiary

companies so that the Company is in control in

integrating its business as a whole.

Market ShareIn order to maintain the position as market leader

in the operation of toll roads in Indonesia, the

Company has undertaken efforts to increase

the length of toll roads being operated by

developing new toll roads that are considered

financially feasible. The new toll roads operated

by the Company are prioritized for those that are

directly connected to the toll roads that have been

operated by the Company in order to provide

assurance for traffic volume on the new toll roads.

All new toll roads operated by the Company are

currently connected to the existing toll roads

that are already in operation. Bogor Ring Road

Toll Road is connected with Jagorawi Toll Road;

Semarang-Solo toll road connected with Semarang

Section A, B, C Toll Road; Serpong-Kunciran and

Kunciran-Cengkareng are connected with Jakarta-

Tangerang and Sedyatmo (Airport) toll roads;

Gempol-Pasuruan, Surabaya-Mojokerto and Gempol

Pandaan toll roads are connected with Surabaya-

Gempol Toll Road; JORR W2 North Toll road is

connected with JORR Toll Road, which has just been

in operation; and Medan-Kuala Namu-Tebing Tinggi

toll road network is connected with Belawan-Medan-

Tanjung Morawa toll roads, which have already been

operated previously.

Until today, the Company controls market share

of 72% of all toll roads that are operating in

Indonesia with a total length of 576 km of toll

roads. This number will continue to grow in line

with the operating of the planned three additional

toll roads in 2015, namely: Gempol-Pandaan,

Gempol-Rembang section of Gempol-Pasuruan

toll road and Krian-Mojokerto section of Surabaya-

Mojokerto toll road.

Cash Dividend Policy and PaymentThe Company’s policy is to give a dividend payout

with a minimum of 20%, however, as for the 2010

until 2014 financial year, the Company made

dividend payout of 60%, 40%, 40%, and 40%

respectively in line with the Company’s achievement.

The Company plans to maintain a dividend payout

level that can provide regular results or returns to

shareholders, but still allows the Company to utilize

most part of retained earnings to be reinvested

in the Company’s business activities. The amount

of dividend payout ratio is decided in the General

Meeting of Shareholders based on the proposal of

the Board of the Company.







Dividend Payment for the Period of 2010-2014 (in billion Rp)

Description 2010 2011 2012 2013 2014

Net Profit 1,193.49 1,339.46 1,602.09 1,336.62*** 1,403.43 Amount of Dividend 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 **

** To be determined at 2015 Annual General Shareholders Meeting*** Net Profit is restated

Amount of Dividend Dividend per Share Dividend Ratio

716

.09

105.

68

2010

535.

78

78.8

8

2011

64

0,8

3

94

.24

2012

534

,53

78.6

12013 2014

60

%

40

%

40

%

40

%

USE OF PROCEEDS

Use of IPO ProceedsThe 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 Kunciran-

Serpong 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.





Management Report



The Use of IPO Proceeds as of Desember 31, 2013 and 2014 (in billion Rp)

Uraian 2013 2014

Amount of Public Offering Proceeds 3,468.00 3,468.00 Cost of Public Offering 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 200.10 260.10 PT Marga Kuncirang Cengkareng, Construction of Cengkareng- Kunciran Toll Road

114.81 135.00

PT Marga Trans Nusantara, Construction of Kunciran-Serpong Tollroad 62.10 80.28 PT Marga Nujyasumo Agung, Construction of Surabaya- Mojokerto Toll Road

394.00 394.00

Refinancing 150.00 150.00 Payment for Principal of Seri M Year 2000 Series M Bond 150.00 150.00

working Capital - 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 2010Jasa Marga Bond Company issued Series XIV JM-10 Bond with Fixed Interest Rate of Rp 1 trillion and Jasa

MargaISeriesJM-10BondswithZeroCouponamountingtoRp500billion.Theproceedsofthebond

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.







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 1,385.03 Jasa marga XIV Series JM-10 Bond with Fixed Interest Rate 1,000.00 JasaMargaISeriesJM-10BondwithZeroCoupon 385.03

Cost of Bond Issuance 5.62 Net Proceeds 1,379.41 Expansion 127.86

In property sector, the development of Toll Roads corridor areas 112.86 In Information Technology & Communication - In Engineering, maintenance of toll roads and other construction 15.00

Refinancing 1,050.00 Full Settlement of Jasa Marga X Serioes O Year 2002 Bonds 650.00 Full Prepayment of Investment Loan to PT BCA 400.00

working Capital 29.41 Total 1,207.27 Remaining Bond Proceeds 172.14

Sustainable Bond I Jasa Marga Phase II year 2014 Series TThe 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 1,000.00 Cost of the issuance 2.95 Net Proceeds 997.05 Refinancing 997.05

Prepayment of Working Capital Loan to PT Bank Mandiri Tbk 250.00 Prepayment of Working Capital Loan to PT BCA Tbk 47.05 Fully Repaying Sustainable Bond I jasa Marga Phase I year 2013 Series S, Series S-A 700.00

Total 997.05 Balance of the Bonds Issuance Proceeds 0.00

Material Increase/Decrease in Net Revenues in Relation to Sales Volume or New ServicesThe 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.





Management Report



Material Information on Investment, Expansion, Divestment and Acquisition and Debt/Equity RestructuringDuring the reporting period presented here (as

of December 31, 2014), the expansion undertaken

by the Company was through the establishment

of new Subsidiary, PT Jasamarga Kualanamu Tol

(JMKT). JMKT was established under Notarial

Deed No. 56 dated November 25, 2014 by Ni

Nyoman Rai Sumawati, SH, M.Kn., with a purpose

of developing the Medan-Kualanamu-Tebing Tinggi

toll road concession. The deed of establishment

of the Company was approved by the Minister of

Justice and Human Rights through Decree No. AHU-

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.

Information on Material Transaction with Conflict of Interest and/or Related Parties TransactionIn 2014 the Company has no Material Transaction

Information that contains Conflict of Interest and/or

Transactions with Affiliated Parties.

Changes in Legislation Significantly Affecting the CompanyIn 2014, there were no regulations that have

significant impacts on the Company.

Changes in Accounting Policies Significantly Affecting the CompanyThere is a Change in Accounting Policy, as described

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

25, on “Accounting Policies, Changes in Accounting

Estimates and Errors”, the Company has restated its

consolidated financial statements for the year ended

December 31, 2013.

Changes to Statement of Financial Accounting

Standards (“PSAK”) and Interpretations of Financial

Accounting Standards (“ISAK”), the application

of the following changes in interpretation of

accounting standards, which became effective from

January 1, 2014, does not cause significant changes

on the Group’s accounting policies and does not

have a material impact on the amounts reported in

the consolidated financial statements:

• ISAK27(2013revision)on“Transferofassetsfrom

customers”

• ISAK28(2013revision)on“Terminationof

financial liabilities with equity instruments”

While the new standards, revisions and

interpretations that have been issued, but not yet

effective for the fiscal year beginning on or after

January 1, 2014 are as follows:

• PSAK1(2013revision)on“Presentationof

Financial Statements”

• PSAK4(2013revision)on“SeparateFinancial

Statements”

• PSAK15(2013revision)on“Investmentsin

associates and joint ventures”

• PSAK24(2013revision)on“EmployeeBenefits”

• PSAK46(2013revision)on“IncomeTaxes”

• PSAK48(2013revision)on“Depreciation”

• PSAK50(2013revision)on“FinancialInstruments:

Presentation”


Recognition and Measurement”


Disclosures”

• PSAK65on“ConsolidatedFinancialStatements”

• PSAK66on“JointArrangements”

• PSAK67on“DisclosureofInterestsinOther

Entities”

• PSAK68on“FairValueMeasurement

• PSAK26(2013revision)on“Reassessmentof

Derivative”

• WithdrawalofPSAK12(2009revision)on

“Interest in Joint Ventures”

• WithdrawalofISAK12on“JointlyControlled

Entity: Non-Monetary Contributions by Venturers”

• WithdrawalofISAK7on“ConsolidationofSpecial

Purpose Entities”

Revision, the new standards and the withdrawal of

the above standards will become effective in the

financial year starting January 1, 2015 and earlier

application is not permitted.

On ratification of the consolidated financial

statements, the Management is still evaluating the

possible impact of the adoption of the new SAK and

the revision of the consolidated financial statements.







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).

EXECUTIVE SUMMARy OF FINANCE DIRECTOR REyNALDI HERMANSJAH





Management Report










22LENGTH OF TOLL

ROADS OPERATED IN 2014

Km

576TOTAL LENGTH OF OPERATING TOLL

ROADS

Km

72%

THE COMPANY’S MARKET SHARE BASED ON LENGTH OF TOLL

ROADS OPERATED





Management Report



33 New Toll Road SectionsIn 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.

new toll roads







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.


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

No. Section Length Subsidiary Jasa Marga Ownership

1. (%) 11.00 km PT Marga Sarana Jabar 55.00

2. Semarang-Solo 72.64 km PT Trans Marga Jateng 73.90

3. Surabaya-Mojokerto 36.27 km PT Marga Nujyasumo Agung 55.00

4. JORR W2 North 7.70 km PT Marga Lingkar Jakarta 65.00

5. Gempol-Pasuruan 34.15 km PT Transmarga Jatim Pasuruan 97.20

6. Gempol-Pandaan 13.61 km PT Jasamarga Pandaan Tol 79.84

7. Nusa Dua-Ngurah Rai-Benoa 10.00 km PT Jasamarga Bali Tol 55.00

8. Cengkareng-Kunciran 14.19 km PT Marga Kunciran Cengkareng 76.15

9. Kunciran-Serpong 11.19 km PT Marga Trans Nusantara 60.00

10. Medan-Kualanamu-Tebing

Tinggi

61.70 km PT. Jasamarga Kualanamu Tol 55.00

TOTAL 272.45 km






Management Report



Development of Toll Road BusinessDespite 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 RoadLength(km)

Land Acquisition(%)

Construction(%)

2013 2014 2013 2014

Section 1 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

road, is operated by PT Marga Sarana Jabar.

BORR connects Jagorawi Toll Road to the city of

Bogor. The significant economic growth of Bogor

city requires road infrastructure to facilitate the

transportation of goods and services. In view of this

potential, the Company is optimistic that BORR will

have a promising prospect in the future.

The development of BORR Toll Road is divided into

four sections. Section 1 Sentul-Kedung Halang, 3.85

km and Section 2A Kedung Halang-Kedung Badak,

1.95 km have started to operate since late 2009 and

mid 2014; whereas Section 2B and Section 3, as of 31

December 2014 were still in land acquisition stage.







Semarang-Solo Toll Road (PT Trans Marga Jateng)

Semarang-SoloLength(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

Section 3 Bawen-Solo 49.54 2.5 59.5 - -

TOTAL 72.64

location in supporting the country’s economy and

brings positive impact on Semarang Toll Road, the

Company is making every effort to complete and

operate the said toll road section.

The schedule of operation of Semarang-Solo

Toll Road is divided into three sections. Section 1

Semarang-Ungaran, 10.80 km has been operated

since 2011; and Section 2 Ungaran-Bawen, 12.30

km has been operated since early 2014. Meanwhile,

Section 3 Bawen-Solo, as of 31 December 2014

was still in land acquisition stage with the progress

of 59.5%.

Semarang-Solo Toll Road of 72.64 km is operated by

PT Trans Marga Jateng.

The toll road connects the city of Semarang,

the capital city of Central Java Province to the

city of Solo. Semarang-Solo Toll Road is part

of the Trans Java Toll Road network, which is a

business route that will connect two major cities

Jakarta and Surabaya. Semarang-Solo Toll Road

is also connected to Semarang Toll Road that

has been operated by the Company since 1983,

so the operation of Semarang-Solo Toll Road will

increase traffic volume on Semarang Toll Road.

As Semarang-Solo is located in a quite strategic





Management Report



Surabaya-Mojokerto Toll Road (PT Marga Nujyasumo Agung)

Surabaya-MojokertoLength(km)

Land Acquisition(%)

Construction(%)

2013 2014 2013 2014

Section 1A Waru-Sepanjang 2.30 100.0 100.0 100.0 100.0

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

TOTAL 36.27

The 36.3 km Surabaya-Mojokerto Toll Road is

operated PT Marga Nujyasumo Agung.

Similar to Semarang-Solo Toll Road, Surabaya-

Mojokerto Toll Road is also part of Trans Java Toll

Road Network, business route connecting two

major cities Jakarta and Surabaya. Surabaya-

Mojokerto Toll Road is also connected to Surabaya-

Gempol Toll Road operated by the Company since

1986; hence the operation of Surabaya-Mojokerto

Toll Road will increase the traffic volume on

Surabaya-Gempol Toll Road. Given that Surabaya-

Mojokerto 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.

The operation of Surabaya-Mojokerto Toll Road is

divided into five sections. Section 1A-1 Waru-Juanda,

2.30 km, has been operated since 2011; whereas

Section 4 Kriyan-Mojokerto, 18.47 km, is under

construction; and Sepanjang-WRR, 4.40 km and

WRR-Driyorejo, 5.10 km are in land acquisition stage.

In 2015, the Company schedules to operate the 18.47

km Krian-Mojokerto Section.

SAMUDRA HINDIA







JORR W2 North Toll Road (PT Marga Lingkar Jakarta)

JORR W2 North Length(km)

Land Acquisition(%)

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

PT Marga Lingkar Jakarta.

JORR W2 North Toll Road is the missing link

on Jakarta Outer Ring Road Toll Road already

operated by the Company. The existence of JORR

W2 North is significant to ease the congestion on

Jakarta Inner Ring Road Toll Road, as JORR W2

North connects Jakarta-Cikampek Toll Road to

Jakarta-Tangerang Toll Road so the full operation

of JORR W2 North Toll Road will reduce the load of

traffic on Jakarta Inner Ring Road.

JORR W2 North Toll Road is fully operated since

mid 2014.





Management Report



Gempol-Pasuruan Toll Road (PT Trans Jatim Pasuruan)

Gempol-PasuruanLength(km)

Land Acquisition(%)

Construction(%)

2013 2014 2013 2014

Section 1 Gempol-Rembang 13.90 82.9 95.7 49.9 81.3

Section 2 Rembang-Pasuruan 8.10 - 69.2 - -

Section 3 Pasuruan-Grati 12.15 - - - -

TOTAL 34.15

Gempol-Pasuruan with the length of 34.20 km is a

toll road operated PT Trans Jatim Pasuruan

Gempol-Pasuruan Toll Road is part of Trans Java

Toll Road Network connecting Surabaya to the

crossing of Java and Bali Islands. The toll road is

also connected to Surabaya-Gempol Toll Road

already operated by the Company since 1986, so

the operation of Gempol-Pasuruan Toll Road will

increase traffic volume on Surabaya-Gempol Toll

Road. In view of the fact that Gempol-Pasuruan 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.

The development of Gempol-Pasuruan Toll Road

is divided into three sections. Section 1 Gempol-

Rembang, 13.90 km, is scheduled to operate in

2015 whereas Section 2 Rembang-Pasuruan and

Section 3 Pasuruan-Grati are still in the stage of

land acquisition.







Gempol-Pandaan Toll Road (PT Jasamarga Pandaan Tol)

Gempol-PandaanLength(km)

Land Acquisition(%)

Construction(%)

2013 2014 2013 2014

Gempol-Pandaan 13.61 99.0 99.0 83.5 98.3

Gempol-Pandaan Toll Road of 13.61 km is operated

by PT Jasamarga Pandaan Tol.

Gempol-Pandaan Toll Road connects the cities

of Surabaya to Malang. The characteristics of

Gempol-Pandaan Toll Road are similar to that of

Jagorawi Toll Road since Malang is a city with

tourism objects for the residents of Surabaya as

Puncak for the residents of Bogor. The operation of

Gempol-Pandaan Toll Road will ease the congestion

on arterial road especially during weekends. The

Company plans to operate Gempol Pandaan Toll

Road in 2015.





Management Report



Nusa Dua-Ngurah Rai-Benoa (Bali Mandara) Toll Road (PT Jasamarga Bali Tol)

Nusa Dua-Ngurah Rai-BenoaLength(km)

Land Acquisition(%)

Construction(%)

2013 2014 2013 2014

Nusa Dua-Ngurah Rai-Benoa (Bali Mandara)

10.00 100.0 100.0 100.0 100.0

Nusa Dua-Ngurah Rai-Benoa (Bali Mandara) Toll

Road of 10.00 km is operated PT Jasamarga Bali Tol.

Bali Mandara is the first toll road in Bali Island.

With significantly high level of congestion in Bali,

the operation of Nusa Dua-Ngurah Rai-Benoa Toll

Road is expected to reduce the traffic congestion.

Having been constructed for approximately 1.5

years, Nusa Dua-Ngurah Rai-Benoa Toll Road has

been operated since 2013. This proves that the

Company is capable of developing toll road ahead

of schedule when land acquisition is not an issue

and this was shown in the development of Nusa

Dua-Ngurah Rai-Benoa Toll Road.

Kunciran-Cengkareng Toll Road (PT Marga Kunciran Cengkareng)

Kunciran-CengkarengLength(km)

Land Acquisition(%)

Construction(%)

2013 2014 2013 2014

Kunciran-Cengkareng 14.19 4.2 22.8 - -

The 14.19 km Kunciran-Cengkareng Toll Road is

operated by PT Marga Kunciran Cengkareng.

Part of Jakarta Outer Ring Road II, Kunciran-

Cengkareng Toll Road is located in the western

part of Jakarta. Kunciran-Cengkareng Toll Road will

distribute the highly congested traffic of Jakarta.

As of 31 December 2014, Kunciran-Cengkareng Toll

Road is still in the stage of land acquisition.







Kunciran-Serpong Toll Road (PT Marga Trans Nusantara)

Kunciran-SerpongLength(km)

Land Acquisition(%)

Construction(%)

2013 2014 2013 2014

Kunciran-Serpong 11.19 8.1 26.3 - -

Kunciran-Serpong Toll Road of 11.19 km is operated

by PT Marga Trans Nusantara.

Part of Jakarta Outer Ring Road II, Kunciran-

Serpong Toll Road is located in the western part of

Jakarta. Together with Kunciran-Cengkareng Toll

Road, Kunciran-Serpong Toll Road will distribute the

highly congested traffic of Jakarta.

As of 31 December 2014, Kunciran-Serpong Toll

Road is still in the stage of land acquisition. Although

the progress of land acquisition is not yet optimal, in

the last months of 2014, the progress increased quite

significantly.

Medan-Kualanamu-Tebing Tinggi Toll Road (PT Jasamarga Kualanamu Tol)

Medan-Kualanamu-Tebing TinggiLength(km)

Land Acquisition(%)

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

with facilitating the movement of people heading to

the Airport as well as the city of

Tebing Tinggi.

At the moment, MKTT is still in the land acquisition

stage and the toll road is scheduled to fully operate

in 2017.

In 2014, the Company succeeded in winning the

concession of Medan-Kualanamu-Tebing Tinggi Toll

Road (MKTT). MKTT connects the city of Medan,

Kualanamu Airport and Tebing Tinggi. The Company

is optimistic that going forward, MKTT will be able

to speed up the distribution of goods, services along





Management Report



Development of Non-Toll Road BusinessIn 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.

The 2014 non-toll revenues rose by 14.74% compared

to that of 2013.

The strategies applied by the Company have

proven quite effective in increasing Other Operating

Revenues, as in the past five years, Other Operating

Revenues has grown by 100.4%.

Growth of Other Businesses 2010-2014

20142013201220112010

583.

10

508.

20

143.

47

146

.31

72.4

8

CAGR: 100,4%

PROSPECT OF NON-TOLL ROAD BUSINESSLGoing 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, non-

toll road business development will focus on Toll Road Maintenance Services, Toll Road Operating Service,

and Property.

PERFORMANCE OF NON-TOLL ROAD BUSINESS DEvELOPMENTIn 2014, Non-Toll Road Business Development

was supported by Toll Road Maintenance Service,

Toll Road Operating Service, Land Rent for

advertisements, and Rest and Services Areas.







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 Medan-Kualanamu-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.

ExECUTIvE SUMMARY OF BUSINESS DEvELOPMENT DIRECTORABDUL HADI Hs.





Management Report


Identity of the CompanyConnectivity

SUMATERA

JASA MARGA’S 18 OPERATINGTOLL ROAD SECTIONSAND 5 NEW TOLL ROAD SECTIONS CONNECTING 6 PROvINCES AND MAJOR CITIES IN JAvA, SUMATERA AND BALI

ISLANDS WITH INCREASING TRAFFIC vOLUME

West Java

Bali North Sumatera

BElAwAn PoRT

KUAlAnAMU AiRPoRT

MEDAn

*Traffic Volume in million vehicles

1

6 107 8 9 1211

1

4 5

2 3

East Java3

BoRR

• Bogor Outer Ring Road

• 11.00 km• 37 thousand

vehicles/day

Surabaya-Gempol

• Surabaya - Gempol


vehicles/day

Gempol-Pasuruan

• Gempol - Pasuruan

• 34.15 km• Not yet

operated

Purbaleunyi

• Purwakarta-Bandung - Cileunyi


vehicles/day

Surabaya-Mojokerto

• Surabaya - Mojokerto


vehicles/day

Gempol -Pandaan

• Gempol-Pandaan


operated

Belmera

• Belawan-Medan-Tanjung Morawa


vehicles/day

Medan - Kualanamu - Tebing Tinggi

• Medan-Kualanamu-Tebing Tinggi


operated

nusa Dua-ngurah Rai- Benoa

• Nusa Dua-Ngurah Rai- Benoa

• 10.00 km• 39 thousand vehicles/day

Palikanci

• Palimanan-Kanci


vehicles/day

4 5

Central Java2

Semarang

• Semarang• 24.75 km• 131 thousand

vehicles/day

2013 2014

82.

87

81.

69

2013 2014

48.

12

48.

86

2013 2014

25.

39

24

.05

2013 2014

19.

93

20

.19

2013 2014

13.

68

12.

52

2013 2014

12.0

5

11.2

6

2013

3.2

9

2014

14

.31

Semarang-Solo

• Semarang-Solo• 72.64 km• 43 thousand

vehicles/day

2013 2014

66

.35

63.9

1

2013 2014

15.5

6

6.5

8







Jakarta-Bogor-Tangerang-Bekasi

JASA MARGA’S TOLL ROADS SUPPORTTHE INTEGRATION OF MULTI-MODETRANSPORTATION NETWORK SYSTEM TO SUPPORT THE MOvEMENT OF PEOPLE AND SERvICES

Jagorawi

• Jakarta- Bogor-Ciawi• 59.00 km• 551 thousand

vehicles/day

Jakarta-Tangerang

• Jakarta-Tangerang


vehicles/day

JiRR

• Jakarta Inner Ring Road


vehicles/day

Prof. Dr. ir. Sedyatmo

• Jakarta-Airport

• 14.30 km• 209

thousand vehicles/day

Jakarta-Cikampek

• Jakarta- Cikampek• 83.00 km• 564

thousand vehicles/day

JoRR

• Jakarta Outer Ring Road


vehicles/day

Ulujami-Pondok Aren

• Ulujami- Pondok Aren• 5.55 km• 123 thousand

vehicles/day

Kunciran -Serpong

• Kunciran-Serpong

• 11.19 km• Notyet

operated

JoRR w2 Utara

• Kebon Jeruk- Ulujami• 7.70 km• 39 thousand

vehicles/day

Kunciran - Cengkareng

• Kunciran-Cengkareng


operated

JAwA

BAli

SoEKARno-HATTA

AiRPoRT

JAKARTA

BAnDUnG

SEMARAnG

SURABAYA

JUAnDA AiRPoRT

nGURAH RAi AiRPoRT

MERAK PoRT

TAnJUnG PRioKPoRT

TAnJUnG MAS PoRT

TAnJUnG PERAK PoRT

TAnJUnG BEnoA PoRT

13 15 17 1916 18 20 21 22

6

2013

199.

61

2014

20

1.32

2013

202.

21

2014

206

.13

2013

283

.09

2014

282

.81

2013 2014

19

6.7

6

193

.64

2013 2014

119

.83

113

.02

2013 2014

14.4

9

14

151.

63

146

.72

2013 2014

45.1

2 46

.91

2013 2014





Management Report










JASA MARGA FUTURE LEADER

COMPETENCY- BASED HUMAN

RESOURCES MANAGEMENT

TRANSFORMATION

OF

HUMAN CAPITAL





Management Report









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 CapitalThrough 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 2010-

2022, with development phases as shown in the

following graphic:

Stages of Development of Jasa Marga Human Capital System

Transition i2010-2013

Short Term

Transition ii2013-2017

Medium Term

Ultimate2017-2022

long Term

Strengthening HR Foundation

Building Performance

optimizing HR Capabilityfor Business Growth





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

STRATEGiC PlAnninG

CHAnGinG oF STRATEGiC EnViRonMEnT& GRowTH oF Toll RoAD inDUSTRY

BUSinESS PERFoRMAnCE

SATiSFACTion AnD loYAlTY oF STAKEHolDERS

inFoRMATion TECHnoloGY

Co

MP

ET

En

CE

Employment Environment

HC Admin &Services

Co

MM

iTM

En

T

Co

ST

Co

nG

RU

En

CE

Remuneration

Training and Development

Employee recruitment and

selection

Post-Employment Management

industrial Relation

Carrier Management

ViSion & MiSSion

VAlUES & PARADiGM

oRGAnizATionAl DESiGn 9 Strategic Processes of Human

Capital System1. Employment Environment2. Employee recruitment and

selection3. Training and Development4. Performance Management5. Remuneration6. Carrier Management7. Industrial Relation8. Post-Employment

Management9. HR Administration & Services

In accordance with the Human Capital Systems

Development Stages of Jasa Marga, in 2014 the

Company entered the Building Performance

stage, where the focus of the Human Resources

program was the stratification of organization as

the basis of other systems and the integration of the

Performance Management System, Remuneration,

and Career Management System.

Organizational ImprovementAfter 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

to improve the Company’s organization in terms of

Grouping, Stratification and Position Requirements as

set forth in the Board of Directors’ Stipulation No. 41/

KPTS/2014 dated March 3, 2014.

The Classification, Stratification, and Identification

of positions are carried out in accordance with the

mission of the organization in order to ensure that

employees who hold certain positions can work to

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.

Performance Management







CHANGE OF POSITION CLASSIFICATION CHART

PREvIOUS POSITION CLASSIFICATION

Structural

Position Classification

Senior Vice President/Senior General Manager/Executive/General Manager

I a

Corporate Secretary/Head/Vice President/General Manager

II a

Assistant Vice President/Senior Manager/Deputy General Manager/Coordinator

III a

Manager IV aHead of Toll Gate V aHead of Shift VI a

Functional

Position Classification

Senior Advisor I aAdvisor/Senior Auditor II aSenior Specialist/Auditor III aSpecialist/Junior Auditor/President Director Secretary/Senior Treasurer IV a

Assistant Manager/Director Secretary/Treasurer V aSenior Officer/Assistant Treasurer/VP/GM Secretary/Officer for Information and Communication Service VI a

Toll Collector/Toll Road Service Officer/Rescue Officer/Paramedic Staff/Information and Communication officers/Technic staffs

VII b, VII c, VII d, VII e

Officer/Toll Gate Officer/Operator of heavy equipment VII aMessenger/Driver VIII a

NEW POSITION GROUPS

Position Grade

Corporate Secretary/ Head/ Vice President/ General Manager/ Kepala Unit Bisnis

E

"Assistant Vice President/ Senior Manager/ Deputy General Manager"

1

Manager 2

Position Grade

Senior Advisor F

Advisor/ Senior Auditor

Senior Specialist/ Auditor/ Pengajar Profesional

1

Specialist/ Junior Auditor/ Pengajar Profesional Junior

2

Position Grade

President Dir. Secretary/ Senior Treasurer

2

Assistant Manager/ Assistant Auditor/ Director Secretary/ Treasurer

3

Senior Officer/ Assistant Treasurer/ Secretary

4

Officer/ Inspector/ Toll Gate Officer/ Security/ Facility Officer

5

Driver/Messenger M

Position Grade

Head of Toll Gate O1

Head of Shift O2

Toll Collector/Toll Road Service Officer/Rescue Officer/Ambulance Officers

O3

Driver for Toll Road Service /Rescue/Ambulance

P

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 in-depth 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





Management Report



Manpower Planning and Recruitment

MANPOWER PLANNINGIn 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.

MANPOWERPLANNING

Adding Factor

Balancing Factor

• Vision & Mission• Organizational Structure

Planning• Strategic Planning• HR System Development• Employees Post-Employment• Employees Age Demography• Employees Productivity Target• IT-Based Implementation

ILLUSTRATION OF MANPOWER PLANNING

MANPOWER RECRUITMENTBased 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

Company Regulations which uphold the principles

of transparency, objectivity, and selective..

• Transparency

The implementation of the transparency principle

is carried out through the announcement

program of recruitment and selection of new

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.

• ObjectiveTo maintain objectivity and independence, the

Company is cooperating with an independent

consultant who has the experience and

competence in the field of recruitment and

selection of new employees. The selection

process of the consultant is done through

the procurement of goods and services that

has specified in the Company Regulations

to uphold the principles of good corporate

governance (GCG).

• SelectiveThe 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.

Chart of the Process of Preparing New Employees

Recruitment

Advance Selection

initial SelectionTrial of new Employees

(3 months)

orientation(3 months)

Placement(3 months)

3 months 3 months 3 months

New Employees Preparation ProgramManagement Trainee

ManpowerPlanning

internal Sources

External Sources







Employees Performance and Competency Development

COMPETENCY MODEL OF HUMAN RESOURCE DEvELOPMENTAs 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

• Team Leadership• Decisiveness

TECHniCAl CoMPETEnCiES

(SPECiFiC)

CoRE CoMPETEnCiES

JoB CoMPETEnCiES

Hard Competency

Har

d C

omp

eten

cySo

ft C

omp

eten

cy • Achievement Orientation• Continuous Learning• Building Partnership• Integrity

Customer Service Orientation

BusinessAcumen

1. IT Skill2. Communication Skill3. Organization Knowledge4. English Profiency5. Risk of Awareness6. Kesadaran mengenai Sistem Keselamatan Kerja (K3)7. Quality Management8. Service Standard9. Strategic Program Execution

Technical Competencies (General)

Soft Competency

• Information Seeking • Organizational Commitment • Organizational Awareness • Interpersonal Understanding• Teamwork

• Analytical Thinking• Concern for Order• Impact & Influence • Initiative• Conceptual Thinking

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.





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

CORPORATELeadership

Individual Leader

Team Leader

Functional work unit leader

Division/Branch/Project/Business Unit

Leader

Company Leader

Subsidiaries SOEs

Training Program Focus

Leadership

SENIORLeadership

ADVANCELeadership

JUNIORLeadership

inDiViDUAl

TEAM

LEVELFUnCTionAl

BUSinESS

CoRPoRATE

Age 26

Age 32

Age 40

Age 28

Age 36

Age 45

BASICLeadership

Personality

Trust & Team Work

HRD & Monitoring

Performance& Changes

Ethic & Communication

Targeted Participants Assistant Manager level of VP/GM

Directors of Subsidiarylevel of Manager

level of AVP/DGM

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

Explanation

2013 2014Number of days per person

Number of participants

Number of programs

Number of days per person

Number of participants

Number of programs

Leader Cadres 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

Professional Standards 309 151 29 787 94 20

Stand-alone Program equals to Training - - - 6,042 5,111 264

Scholarships - - - 135 20 4

TOTAL 15,069 6,428 439 17,376 9,715 638







Training Based on Number of Days

6.24%

35.52%56.19%

2.05%

0.00%

0.00%

Leader Cadres

Training on Values, Ethics and & Corporate Culture

Development of Competence

Professional Standards

Stand-alone Program equals to Training

Scholarships

1.61%

23.02%

34.77% 0.78%

4.53%

35.29%

2013 2014

Training Based on Number of Participants

Leader Cadres





Scholarships

2.35%

0.00%

0.00%

28.42%

2013 2014

54.46%

39.53%

3.66

52,61%

17.01%

0,97%

0.78%

0.21%

Training Based on Number of Programs

0.00%

0.00%Leader Cadres





Scholarships

0.94%

2013 2014

74.03%

2.51%

16.86%

6.61%

3.13%

41.38%

45.77%

8.15%

0.63%

EMPLOYEES PERFORMANCE MANAGEMENT SYSTEMPerformance 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).





Management Report



Employees Performance Management System

• Cascading by theme• SKK by Cascading + PI decided by

both parties• Half year basis• Evaluating not assessing• Varied tasks• Active employees and evaluator

• Based on attitude seen• Assessment 360º• Once a year

• Daily/shift basis• SKK by procedure and IK• Automation• Similar and routine tasks• Active evaluator• SKK template from SK• Highly measured performance

• Based on performance attitude available data

• Assessment of direct superior• Once a year in 2014, daily in 2015

PERFORMANCE

COMPETENCY

Soft Competency

Employees Performance Management System

Non-Operational Employees

ENTERPRISE RESOURCE PLANNING (ERP)

ENTERPRISE RESOURCE PLANNING (ERP)

ELECTRONIC OPERATIONAL PERFORMANCE APPRAISAL (eOPA)

ELECTRONIC OPERATIONAL PERFORMANCE APPRAISAL (eOPA)

Operational Employees

The stages of the performance management

system is a systematic cycle which consists of

Employee Work Target (SKK) planning, SKK

review and Coaching as well as performance

evaluation. During the planning stage, the

employee and supervisor set the agreed targets

to be achieved. The targets are then reviewed

in mid-period in which the supervisor provides

feedback during the review and coaching. In

the final stage, which is the period to evaluate

the performance achievement, the supervisor

evaluates the attainment of the targets that have

been agreed in advance. All stages are managed

through an integrated performance management

system online.

The results of the performance evaluation and

competency measurement are very important

because they are integrated with remuneration,

career opportunities and employee training

development programs. As for remuneration

of employees, the Company established a

policy salary increase (merit increase) based

on the results of performance evaluation and

competency measurement. In addition, the

results of performance evaluation also affects

the incentives to be by the employees. With this

policy, the employees are encouraged to attain

the best performance in order to obtain higher

remuneration as well.

As for the carrier opportunities, the competency

requirements are set for each position. One of

the sources to fulfill the competence is known

from the results of the competence assessment.

The competency assessment result is also used

in the planning and development of employee

training needs.







Implementation of Employee Performance Management System in 2014

Jan Mar JunFeb MayApr Jul Aug Sep novoct Dec Jan Feb

Cascade KPi

SKK Coaching CoachingEvaluation EvaluationSKK

Period i Period ii

Planning week(17-21 March 2014)

Coaching week(5-9 May 2014)

Evaluating week(7-11 June 2014)

Planning week(18-20 Aug 2014)

Coaching week(6-10 oct 2014)

Evaluating week(2-6 Feb 2015)

EMPLOYEES CAREER DEvELOPMENTIn line with the development of the Company’s

business which continues to grow through the

establishment of Subsidiaries, both those engaging

in toll road and non-toll, has been providing

opportunities for employees of Jasa Marga to

develop their carrier. The increasing number of

officials in a strategic positions who are approaching

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.

The Company has set up a system in selecting

candidates who will occupy a position through the

recruitment and selection process that is selective

and competitive, which is based on the principle of

fairness. The length of work in the Company is no

longer a dominant factor. It is the competency that

plays an important role.

The recruitment process is done by selecting

the candidates who meet the administrative

requirements in accordance with the rules of the

Company. Based on the Directors Stipulation No.

42/KPTS/2012, the candidates must go through the

selection process as follows:

1. Assessment to measure soft competencies

needed to hold a particular position as set

out in the Company’s competency dictionary.

In measuring the soft competencies, the

Management cooperates with the competent

and independent assessment institution

which is selected based on the procurement

of goods and services in accordance with the

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

particular position and must present it to the

appraiser. This is an effort to assess the ability

of the candidate to communicate his ideas both

orally and in writing as well as to argue and

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 progress of an employee’s career path through

promotion and rotation in 2013 and 2014 can be

seen in the following table:





Management Report



Employee Carrier Development in 2013 and 2014

Carrier Development

Working Areas

TotalHead Office Branch Offices &

Projects Subsidiary

2013 2014 2013 2014 2013 2014 2013 2014

Promotion 29 54 58 110 8 16 95 180Rotation 29 85 97 287 7 20 133 392Total 58 139 155 397 15 36 228 572

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

Board of Directors

Executive leaders

Co

rpo

rate

Pla

nnin

g

Mar

keti

ng

Log

isti

c

Ris

k, Q

ualit

y an

d C

om

plia

nce

Gen

eral

Ser

vice

s

Info

rmat

ion

Tech

nolo

gy

Ass

et M

anag

emen

t

Hum

an C

apit

al D

evel

op

men

t

Hum

an C

apit

al E

xecu

tio

n

Leg

al

Land

Pro

cure

men

t

Ro

ad P

roje

ct M

anag

emen

t

Hig

hway

and

Tra

ffice

Eng

inee

ring

Toll

Ro

ad O

per

atio

n M

anag

emen

t

Toll

Ro

ad M

anag

emen

t

Bus

ines

s D

evel

op

men

t

Co

mm

unic

atio

n R

elat

ion

Fin

ance

Acc

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Aud

it M

anag

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t

Ad

min

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Aud

it F

unct

iona

l

Co

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unit

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t

22 Job Clusters

1. Executive Leaders2. Corporate Planning3. Business Development4. Land Procurement5. Road Project Management6. Highway & Traffic Engineering7. Toll Road Operation Management8. Toll Road Maintenance9. Marketing10. Communication Relation11. Logistic12. Finance & Accounting13. Risk, Quality and Compliance14. Audit15. Information Technology16. Legal17. Human Capital18. Asset Management19. General Services20. Administration21. Corporate Social Responsibility22. Operational

Group Cluster STRATEGIC PLANNING

Group Cluster MARKETING &COMMUNICATION

Group Cluster COMPLIANCE

Group Cluster OFFICE SUPPORT

Group Cluster TOLL ROADOPERATION & ENGINEERING

Group Cluster FINANCE &Supply Chain Management

Group Cluster BUSINESS SUPPORT

operational

Toll Gate operation Road User Services

POLICY ON EMPLOYMENT OPPORTUNITIESThe 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.







Employees Welfare

EMPLOYEE REMUNERATIONIn 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 Annual Competence Development Job Facilities Workplace

Protection Appreciation

Fixed

Tetap Tetap Tetap

Tetap

TetapTetap Tetap

variable variable

Benefits

Basic Salary, Job Compen-sation

Employee Education & Training

Traffic Incentive, Overtime

Official Uniform, Official Travel Facilities, Transportation & Communication, Company-owned HouseProduction

service, Bonus, Long Term Incentive

Workplace Environment, Implementation of K3 and Work Opportunities, Legal Protection, Health facilities, Post Employment Program

Carrier Opportunities, Formation, Promotion, Position Change, talent management, Employee appreciation, Recreation, Sport & Arts, Holidays





Management Report



APPRECIATION TO EMPLOYEESThe 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 EmployeesThe 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)

Education

2013 2014

Parent 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

Diploma 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

Primary School 60 20 80 0,88 38 10 48 0.57

TOTAL 4,875 4,197 9,072 100,00 4,692 3,716 8,408 100.00







Composition of Employees Based on Functions (people)

Function

2013 2014


(%)

Operational 1,566 3,885 5,451 60.09 3,222 3,298 6,519 77.55

Non Operational 3,309 312 3,621 39.91 1,470 418 1,888 22.45

TOTAL 4,875 4,197 9,072 100.00 4,692 3,716 8,408 100.00

Composition of Employees Based on Gender (people)

Gender

2013 2014


(%)

Male 3,816 3,418 7,234 79.74 3,661 3,039 6,700 79.69

Female 1,059 779 1,838 20.26 1,031 677 1,708 20.31

TOTAL 4,875 4,197 9,072 100.00 4,692 3,716 8,408 100.00

Composition of Employees Based on Ages (people)

Ages

2013 2014


(%)

≤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

≥51 914 109 1,023 11.28 1,025 180 1,205 14.33

TOTAL 4,875 4,197 9,072 100.00 4,692 3,716 8,408 100.00

commitments of Jasa Marga is to give freedom to

employees to organize themselves through the Jasa

Marga Employee Union (hereinafter called SKJM)

which was established in 1999 whose members are

all employees of Jasa Marga.

On regular basis of every two years, the Company

together with SKJM jointly prepares and renews

the joint agreement in the form of Joint Working

Agreement (PKB). In 2014, Company and SKJM

has succeeded in formulating and negotiating

Industrial Relations ManagementThe harmonious relationship between management

and employee union is needed to create a

conducive working atmosphere in order to achieve

the common goal, namely the progress of the

Company and welfare of employees. In an effort

to create and maintain harmony between the

company and the employees, the Management is

always attentive and committed to comply with

labor laws, issued by the government. As one of





Management Report



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.

Management of Post-Employment ProgramIn 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 PlanJasa 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 ProgramThis 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 EmploymentThe 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.







d. Health InsuranceThe benefits of health cover are in the form of

health facilities that will be received by retirees

as stated in the Company rules. With these

benefits, the retirees will feel comfort about

medical expenses that they need any time.

Management of Outsourced EmployeesThe 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

manpower has become a benchmark and considered

as a good comparative study by other state-owned

companies, such as PT Perusahaan Gas Negara

(PGN) who conducted a comparative study at the

Company on June 3, 2014.

Employees ProductivityManagement 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

both in term of quantity and quality are assessed

comprehensively through the Manpower Planning

document and taking into account the work

plan and business development of the Company.

The Human Capital Management System of the

Company is summarized in Nine Human Capital

Strategic Process Systems continued to be

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.

Awards Related to Human Capital ManagementThe Company has received awards and recognition

from relevant institutions as well as from other

companies over Human Capital Transformation

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.





Management Report



Management of Human Capital TransformationTo 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

employees can be mitigated.

Various communication media are used intensively

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

in the transformation process.

The Management with the support of unit in

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

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

dissemination of the transformation system, therefore

there is cooperation in ensuring that the course of

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.

Cost for Human ResourcesIn line with the business development of the

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

in the field of Human Capital management,

mainly due to restructuring/rearrangement of

remuneration systems, especially in the monthly

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

amounted to Rp 15,552,736,148. The employees’

development programs increase because in 2014

the Company has set a target to increasing the

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.

Cost for Human Resources in 2013 and 2014(in full Rupiah amount)

Jenis 2013 2014

HR Costs 1,332,206,243,000 1,490,061,327,000

Costs for Education and Training

18,660,453,279 15,552,736,148







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.

ExECUTIvE SUMMARY OF HUMAN CAPITAL AND GENERAL AFFAIRS DIRECTOR MUH NAJIB FAUZAN





Management Report










JASA MARGA: GCG SCORE 96.63

“vERY GOOD”

JASA MARGA BERSIH (CLEAN)

PROGRAM: “COMMITTED”

SOE

GRATIFICATION RESTRAINT WITH KPK





Management Report



*Berdasarkan hasil penilaian BUMN Bersih dan Assessment GCG 2014







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 Implementation2006 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





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. Main Activities Detailed ActivitiesPelaksanaan

Estimated Time venue PIC1. Statement of Commitment to

ImplementGratification Control Program

•Preparing Draft of Commitment• Signing of Commitment

11 July 2013 Jasa Marga Head Office

Corporate Secretary

2. Appointment of Function/Unit in charge of Gratification Control(Gratification Control Unit)

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)

July-September 2014

Jasa Marga Head Office

Corporate Secretary

3. Strengthening Organs

Terms Conducting Technical Workshop to draft Ruling on Gratification Control and Mechanism for processing Gratification Report (20 people).

28-29 October 2013

Meeting Room of Jagorawi Branch

Corporate Secretary

Dissemination/Focus Group Discussion (FGD) of DraftRegulation on Gratification Control and Mechanismfor Preparing the Gratification Report.Approving the Review Result about rules on Controlling Gratification and Function/Unit which Manages Gratification Control

September 2014 Jasa Marga Head Office

Corporate Secteraty

Declaring Code of Ethics Already existed, last revised in 2013Position Analysis To be prepared by Gratification Control Program TeamPreparing other related rules:i. Ruling on Whistleblowing System (Optional) Already existed

since December 2011 and last revised in January 2013

Jasa Marga Head Office

Corporate Secretary

ii. Ethic Commission to Process breaking of Human Capital Services Division Ethics by Employees and Management

Human Capital Services Division

HR (Agent of Change)

Appointment of Candidates for Training of Trainers (ToT) Participants on Gratificationi. Submission of List of ToT Participants October 2014 Jasa Marga Head

OfficeJMDC and Corporate Secretary

ii. Determining Candidates for ToT ParticipantsToT on Gratification (20 people) October-

November 2014Bandung

4. Socialization/ Dissemination of Gratification and Terms for Gratification Control.

Online Dissemination December 2014Internal and External Socialization December

2014-March 2015Jasa Marga Head Office, Branch Offices, Subsidiaries and External (GMS)

Corporate Secretary

5. Monitoring and Evaluation. Evaluation on the Implementation of Gratification Control Program/PPG (Review of System/Rules/Observation)

Q2, 2015

Objectives of GCG Implementation at Jasa MargaTo 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

the terms and regulations as well as best practices.

The implementation of GCG is based on the

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

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

implementation of GCG in Jasa Marga are as follows:

The purpose of the Implementation of GCG in

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.







3. Maximizing the value of the Company that the

Company has strong competitiveness, both

nationally and internationally.

4. Empower the function and independence of

each Organ of the Company.

5. Encourage the management of the Company

in a professional, effective and efficient way to

achieve the Company’s vision and mission.

6. Encourage managers of the Company to

make decisions and perform actions based

on high moral values and compliance with

the applicable laws and regulations as well as

awareness of corporate social responsibility.

7. Increase accountability to stakeholders.

8. Prevent the occurrence of irregularities in the

management of the Company.

9. Improving the Company’s corporate culture.

10. Improving the image of the Company, which is

getting better.

11. Increase the contribution of the Company in

the national economy.

LEGAL BASIS OF GCG IMPLEMENTATION AT JASA MARGAJasa Marga has a full commitment and consistently

implements GCG by referring to some formal rules

which have become the basis for the Company in

implementing GCG, namely:

1. Laws of the Republic of Indonesia, among

them are:

a. The Law of the Republic of Indonesia No.

14 of 2008 on Freedom of Information.

b. Law of the Republic of Indonesia No. 11

of 2008 on Information and Electronic

Transactions.

c. Law of the Republic of Indonesia No. 40

of 2007 on Limited Liability Companies.

d. Law of the Republic of Indonesia No. 38 of

2004 on Road.

e. Law of the Republic of Indonesia No. 19 of

2003 on SOEs.

f. Law of the Republic of Indonesia No. 15 of

2002 on Money Laundering as amended

by the Act of the Republic of Indonesia

No. 25, 2003.

g. Law of the Republic of Indonesia No. 20 of

2001 on the Amendment of the Law of the

Republic of Indonesia No. 31 of 1999 on

Corruption Eradication.

h. Law of the Republic of Indonesia No. 8 of

1995 on the Capital Market Law No. 14 of

1992 on Traffic.

2. Government Regulations, namely:

a. Government Regulation No. 45 of 2005

on the Establishment, Monitoring and

Dissolution of State-Owned Enterprises.

b. Government Regulation No. 15 of 2005 on

the Toll Road.

c. Government Regulation No. 12 of 1998

regarding Limited Liability Company

(Persero), j.o. Government Regulation No.

45 of 2001.

3. Decree of the State Minister for State Owned

Enterprises, among others:

a. Decree of the Minister of State-Owned

Enterprises No. Kep-104/MBU/2002 on

the Assessment of Candidates for the

Directors of State-Owned Enterprises.

b. Decree of the Minister of State-Owned


Preparation RJPP.

c. Decree of the Minister of State-Owned


the preparation of RKAP (Work Plan &

Budget).

d. Decree of the Minister of State-Owned


Evaluation of the Healthy Level of State-

Owned Enterprise.

e. Decree of the Minister of State-Owned

Enterprises No. Kep-09A/MBU/2002 on

the Assessment about the Fit and Proper

Candidates for the Directors of the State-

Owned Enterprises.

4. Regulation of the State Minister for State

Owned Enterprises, among others:

a. 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.





Management Report



b. Regulation of the State Minister for State-

Owned Enterprises No. PER-12/MBU/2012

about the Supporting Organs of BOC/

Supervisory Board of the State Owned

Enterprises.

c. 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 Board of Commissioners and the Board

of Trustees of State Owned Enterprises.

d. Regulation of the State Minister for

State-Owned Enterprises No. PER-03/

MBU 2012 on Guidelines for Appointment

of Members of the Directors and Board

of Commissioners in the Subsidiaries of

State Owned Enterprises.

e. Regulation of the State Minister for State-

Owned Enterprises No. PER-01 /MBU/2011

on the Implementation of Good Corporate

Governance (GCG) In State-Owned

Enterprises with the latest changes

Ruling State Minister for State Owned

Enterprises No. PER-09/MBU/2012 on the

Amendment to Regulation of the State

Minister for State-Owned Enterprises No.

PER-01/MBU/2011 Concerning Application

of Good Corporate Governance (GCG) In

State-Owned Enterprises.

f. Regulation of the State Minister for

State-Owned Enterprises No. PER-

04/MBU/2014 on Guidelines for

Determination of Income of Directors,

Board of Commissioners, and the

Supervisory Board of the State Owned

Enterprises.

g. Regulation of the State Minister for


MBU/2008 on Procurement of Goods and

Services for State Owned Enterprises, with

the latest changes, namely No. PER-15/

MBU/2012 dated September 25 of 2012.

h. Regulation of the State Minister for


MBU/2006 on the Audit Committee for

State-Owned Enterprises.

5. Regulations of the OJK, as follows:

a. Decision of the Chairman of Bapepam

and LK No. Kep-413/BL/2009 dated

November 25, 2009, Bapepam-LK No.

IX.E.2 on Material Transactions and

Change of Main Business Activities.

b. Decision of the Chairman of Bapepam and

LK No. Kep-412/BL/2009 dated November

25, 2009, Bapepam-LK No. IX.E.1 on

Affiliate Transactions and Conflicts of

Interest on Certain Transactions.

c. Decision of the Chairman of Bapepam

and LK No. Kep-496/BL/2008 dated

28th November 2008, Bapepam No. IX.I.7

on Establishment and Guidelines for the

Charter of the Internal Audit Unit.

d. Appendix of the Chairman of Bapepam-

LK No. Kep-179/BL/2008 dated May 14,

2008, Rule No. IX.J.1 on the Principles of

Articles of Association of the Company

who made a Public Offering of Equity

Securities and Public Amendment.

e. A copy of the Decision of the Chairman of

Bapepam-LK No. Kep-134/BL/2006, Rule

No. XK6 on the obligation Submission of

Annual Report to Issuer or Public Company.

f. Decision of the Chairman of Bapepam

No. Kep-45/PM/2004, Bapepam No. IX.I.6

of Directors and Board of Commissioners

of the Issuer and Public Companies.

g. Decision of the Chairman of Bapepam

No. Kep-29/PM/2004, Bapepam

Regulation No. IX.I.5 on the Establishment

and Guideline on the Implementation of

the Audit Committee.

h. Decision of the Chairman of Bapepam

No. Kep-40/PM/2003, Bapepam

Regulation No. VIII.G.11 on Responsibilities

of Directors over Financial Statements.

i. Decision of the Chairman of Bapepam No.

Kep-36/PM/2003 dated 30 September

2003,

Regulation No. X.K.2 on Obligation to

Submit Periodic Financial Statements.

j. Decision of the Chairman of Bapepam

No. Kep-27/PM/2003 dated July 17, 2003,

Regulation No. X.K.4 about reports on the

Utilization of Proceeds from Public Offering.

k. Decision of the Chairman of Bapepam No.

Kep-554/BL/2010 dated December 30,

2010 on the Amendment to the Chairman

of Bapepam No. Kep-06/PM/2000 dated

March 13, 2000 on the amendment of

Bapepam No. VIII.G.7 on Guidelines for

the Presentation of Financial Statements.







l. Decision of the Chairman of Bapepam

No. Kep-86/PM/1996 dated January 24,

1996, Bapepam No. X.K.1 on Disclosure of

Information for has to be announced to

the Public.

m. Decision of the Chairman of Bapepam No.

Kep-63/PM/1996 dated January 17, 1996,

Bapepam Regulation No. IX.I.4 on the

Establishment of the Corporate Secretary.

n. Decision of the Chairman of Bapepam

No. Kep-60/PM/1996 dated January 17,

1996, Regulation No. IX.I.1 on the Plan

and realization of General Meeting of

Shareholders.

o. Decision of the Chairman of Bapepam No.

Kep-38/PM/1996 dated January 17, 1996,

Regulation No. VIII.G.2 on Annual Reports.

6. Articles of Association of PT Jasa Marga

(Persero) Tbk which was published in the

Supplement No. 27 404 of the State Gazette

of the Republic of Indonesia on December 12,

2008 No. 100, subsequently it was amended by

the Deed of the Extraordinary General Meeting

of Shareholders No. 33 dated April 5, 2011 were

made before Adi Poerbaningsih Warsito, SH.,

Notary in Jakarta, as has been approved by

the Minister of Justice and Human Rights of

the Republic of Indonesia with decision No.

AHU-20288.AH.01.02 in 2011 dated April 21,

2011, and last amended by the Deed of General

Meeting of Shareholders Extraordinary No.

95 dated June 21, 2012 were made before Adi

Poerbaningsih Warsito, SH., Notary in Jakarta

and has received a letter of acceptance

notification from the Directorate General of

Law Administration of the Ministry of Justice

and Human Rights No. AHUAH.0.10-25313

dated July 10, 2012.

7. Board Manual of the Board of Commissioners

of PT Jasa Marga (Persero) Tbk.

8. Board Manual of Directors of PT Jasa Marga

(Persero) Tbk.

9. Decision of the Directors of PT Jasa Marga

(Persero) Tbk. No. 41/KPTS/2013 on the

Organizational Structure of PT Jasa Marga

(Persero) Tbk.


(Persero) Tbk No. 174/KPTS/2013 dated

December 17, 2013 of the Code of Corporate

Governance (the Code of Corporate

Governance) of PT Jasa Marga (Persero) Tbk.


(Persero) Tbk. No. 175/KPTS/2013 dated

December 17, 2013 of the Code of Conduct of

PT Jasa Marga (Persero) Tbk.



December 7, 2011 on Guidelines on Conflict of

Interest (Conflict of Interest) at PT Jasa Marga

(Persero) Tbk.

13. Decision of the Directors of PT Jasa

Marga (Persero) Tbk. No. 09/KPTS/2013

dated January 16, 2013 on Guidelines of

Whistleblowing System of PT Jasa Marga

(Persero) Tbk.



October 22, 2014 on Guidelines for Handling

Gratification of PT Jasa Marga (Persero) Tbk.


(Persero) Tbk. No. 60/KPTS/2009 on the

Division of Duties and Authorities of the

Directors of PT Jasa Marga (Persero) Tbk with

amendments, namely the Decree of Directors

of PT Jasa Marga (Persero) Tbk No. 199/

KPTS/2011.


(Persero) Tbk. No. 197/KPTS/2011 on Guidelines

for the Implementation Meeting of the

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.





Management Report



SOCIALIZATION AND INTERNALIZATION OF GCGIn 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.

Road Map GCG Jasa Marga

Sug

ges

tio

nB

ench

mar

k

Preparation Program

Elaboration:1. Vision & Mission

2. RJPP

2005GCG

implementation Kick off

Support:1. Decision letter

of the Directors no. 77/2005

2. GCG Ethics3. Business Ethics and

work Ethics4. Statement ofCorporate intent5. Board Manual

6. Compliance Report

GCGGood Corporate Governance

GCG implementation consistently and sustainably

GGCGood Governed Company

2005-2009

vALUE CREATION PROCESS

2010-2012 2013-2017

Meeting the terms and regulation (mandatory and voluntary) for

corporate governance

Ability to control business operation, in particular business

risks, effectively

Becoming an industry and social entity citizen which upholds ethics

and be responsible

GCCGood Corporate Citizen

1. Commitment for Gratification Program Control (PPG)

2. implementation of PPG in cooperation with KPK

3. Clean SoE Program4. E-Procurement5. implementation of

whistleblowing system6. GCG assessment based on

ASEAn Scorecard7. other innovations on GCG

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. Signing of integrity pact by Management

2. Procurement of goods and services in the Company based on applicable regulations and terms set out.

Results of GCG Implementation AssessmentIn 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.







The Company’s GCG Assessment Results in 2014

2002(BPKP)

2003(BPKP)

2004(BPKP)

2007(BPKP)

2010(SDP)

2011(Self

Assesment)

2012(SDP)

2013(Self

Assesment)

2014(SDP)

72.3

4

80.3

3

80.3

3

80.0

9

87.2

2

95.5

4

94

.6

95.0

1

96

.63

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 SCORECARDJasa 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





Management Report



Therefore, Jasa Marga is declared as a “COMMITTED” SOE as shown in the following graph:

Grafik Penilaian BUMN Bersih Tahap 1

inte

rnal

Eff

ort

s fo

r ap

plic

atio

n D

ocu

men

t

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

CommittedQuite CommittedLess CommittedNot Committed

Jasa Marga’s Position

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:

1. Self-assessment

2. Document Completion

3. Preparing a paper.

4. Observation.







Table Improvement of Jasa Marga’s CGPI Score

2008 2009 2010 2011 2012 2013

81.6

2 82.6

5 83.4

1

83.6

5 84.5

2

85.1

6

Based on the assessment of CGPI for 2013 which

was conducted in 2014, as mentioned above,

Jasa Marga managed to obtain rating of MOST

TRUSTED COMPANY with a higher score of 85.16.

STRENGTHENING THE IMPLEMENTATION OF JASA MARGA GCGIn understanding of good corporate governance,

Jasa Marga has basic principles, namely

encouraging good corporate governance as

part of the Company’s management through

the introduction of a system that reflects

the principles of information transparency,

accountability, equality and responsibility.

Jasa Marga has taken various initiatives in the

implementation of GCG, both initiatives that were

undertaken by the Company and initiatives that

are assisted by independent parties in achieving

sustainable corporate governance. In order to

strengthen the implementation of GCG in 2014,

Jasa Marga has made achievements through the

following programs, including:

1. Strengthening Commitment for GCG Implementation.This was done through the signing of the

Integrity Pact by all elements of Jasa Marga as

well as by all prospective goods and services

suppliers of the Company.

2. Socialization and Internalization of GCG.The activities undertaken were socialization

of GCG to the new employees, providing GCG

materials at the Toll Road Project Management

Training and socialization of GCG through

various media of the Company, as well as

participating in relevant GCG exhibition (Anti-

Corruption Day) organized by KPK.

3. Clean SOE Program.Jasa Marga proactively enrolls in the Clean SOE

Program since 2013. The first phase assessment

was conducted in 2014 by the Assessment

Team of BPKP. Jasa Marga was then declared

as a Committed State Owned Company (SOE)

in the SOE Clean Program.

4. Implementation of Gratification Control.As the continuation of the cooperation with

the Corruption Eradication Commission (KPK)

replicating the Gratification Control Program

commitment in 2013, Jasa Marga implemented

Gratification Control in accordance with the

schedule that has been submitted to KPK in

2014, as follows:

a. Training of Trainer for Gratification

Control for all VPs/GMs of the Head

Office and Branches.

b. Designate Gratification Control Unit in

the Company.

c. Circular Letter on Prohibition of

Gratification in the Company’s internal

and Advertising to Prohibit Gratification

in various Print Media as well as the

Company’s website.

d. Report the Gratifications that have been

received in relation to Religious Festivities.

e. Revise the Guidelines in Handling

Gratification as a follow up of the

Directors’ Decision No. 183/KPTS/2014,

dated October 22, 2014.

f. Management of Report on Gratification

that has been received by Jasa Marga’s

employees (outside Religious Festivities).





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 SMK3In 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 MeasurementTo 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.

KPKU Score 2009-2014

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)

2009 2010 2011 2012 2013 2014

537.

25 577.

00

60

3.25

486

.004

50.0

0

428

.00

10. Culture of InnovationTo 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.







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

Directors

Corporate Secretary

Risk and Quality Management

Divisioninternal Audit legal Division

GCG Compliance

Risk Management

investorRelations


Audit Committee

Business Risk & investment Committee





Management Report



The Company’s Organs play a key role in the

successful implementation of GCG. The Company’s

Organs perform their functions in accordance with

the Laws, the Articles of Association and other

provisions based on the basic principles that each

organ is independent in carrying out its duties,

functions and responsibilities for the interests of

the Company.

AGMS, Directors and Board of Commissioners

respect the duties, responsibilities and authority

of each Organ in accordance with the laws and

regulations and the Articles of Association. In

carrying out the duties in running the company, the

Directors is assisted by the Corporate Secretary

and Internal Control Unit, as well as other working

units which perform the function in operating the

Company. In carrying out the supervisory duties, the

Board of Commissioners may establish committees,

whose members are one or more members of

the Board of Commissioners. These committees

are responsible to the Board of Commissioners.

Committees that have been established by the

Board of Commissioners are as follows:

• AuditCommitteeThe Committees that can be established by

the Board of Commissioners to assist the

Board of Commissioners, fulfill their duties and

responsibilities in reviewing the effectiveness

of internal control systems, the effectiveness

of the implementation of the duties of external

and internal auditors, as well as in reviewing

and approving all information and proposals

that were prepared and submitted to other

parties such as the Financial and Non-

Financial Statements, as well as the Company’s

Annual Report.

• BusinessRiskandInvestmentCommitteeThe Committee that can be formed by the

Board of Commissioners to assist the board in

the implementation of the duties and functions

of the Board of Commissioners to monitor

regularly and recommend improvements to the

risk management, which is being implemented

and being developed by the Company.

• NominationandRemunerationCommitteeIn 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.

• CorporateGovernanceCommitteeIn carrying out the functions of Corporate

Governance, the Board is actively monitoring

the implementation of GCG in the Company.







Hierarchy of the Company’s GCG Policy

Diagram Hierarchy of the Company's GCG Policy

Article of Association

Board Manual

Code of Conduct

Other Policies

Guidelines for Conflict of Interest

Standard Operating Procedures

Guidelines for Whistleblowing System

Good Corporate Governance Guidelines

Guidelines for Handling Gratification

GOvERNANCE MECHANISMGovernance 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.





Management Report



Governance Mechanism of the CompanyMekanisme Tata Kelola Perseroan

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.

BOARD MANUAL

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.

CODE OF CONDUCT (COC)

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.

INTEGRITY PACT

Guidelines for Handling Gratification are set of guidelines for every person in Jasa Marga to understand, prevent and control Gratification in the Company.

GRATIFICATION HANDLING MANUAL

GUIDELINES FOR DEALING WITH CONFLICT OF INTERESTConflict of Interest Guidelines are guidelines for Individual of Jasa Marga to understand, prevent and mitigate Conflict of Interest in the Company.

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.

CHARTERS OF COMMITTEES UNDER BOARD OF COMMISSIONERS

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.

CODE OF CORPORATE GOvERNANCE (COCG)

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.

INTERNAL AUDIT CHARTER

Guidelines for Whistleblowing System are set of guidelines for Jasa Marga employees in preventing and detecting the potential violation of the Company.

GUIDELINES FOR WHISTLEBLOWING SYSTEM







General Meeting of ShareholdersGeneral 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

Announcement and Revision to

Announcement of Annual GMS

Invitation to Annual GMS

Submission and Announcement of

Resolutions 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 201421 March 2013

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.





Management Report



The Agenda of the Annual GMS were published

in Advertised Invitation. In addition to published

Agenda of the Annual General Meeting, Annual GMS

also disclosed some notes as follows:

1) The Company does not send a separate

invitation to shareholders, because the

advertising is a formal invitation in accordance

with the provisions of Article 22, paragraph 2 of

the Articles of Association of the Company.

2) Those who are entitled to attend the Meeting

of Shareholders are those whose names are

registered in the Register of Shareholders

on Friday, dated February 21, 2014 at 16:15 or

owner of the securities account balances at PT

Kustodian Sentral Efek Indonesia at closing stock

trading on Friday, February 21, 2014.

3) Shareholders who are not present at the Meeting,

may be represented by a proxy. Member of

the Directors and Board of Commissioners

and the Employees of the Company may act

as Authorized Shareholders at the Meeting,

however the votes cast by the members of the

Directors, the Board of Commissioners and the

Employees of the Company as the power of

attorney of the shareholders are not counted

during the voting process.

4) Power of Attorney form can be obtained during

the working hour at: the Company’s Headquarter,

at Plaza Tol Taman Mini Indonesia Indah, Jakarta

13550 Tel. (021) 8413526, 8413630 ext. 227

and 223, as well as the office of the securities

administrative office PT Datindo Entrycom Puri

Datindo-Wisma Sudirman, Jln. Gen. Sudirman

Kav. 34-35 Ph. (021) 5709009 Fax. (021)

5709026, 5708914.

5) All the Power of Attorney that have been

completed must be returned to the Company no

later than on Thursday, March 6, 2014 until 16:00

via the Company’s office or the Office of the

Registrar PT Datindo Entrycom.

6) Materials that will be discussed at the Meeting

have been available at the Company’s office

since the date of the published Invitation until

the date of the Meeting and can be downloaded

at the Company’s website www.jasamarga.com.

7) a. Shareholders or Powers of Attorney of the

Shareholders who will attend the Meeting are

requested to submit photocopy of identity

card (KTP) or other proof of identity to the

registration office of the Company prior to

entering the Meeting Room. In the event

that Shareholders are represented by Proxy,

the Proxy Shareholders are requested to

submit a photocopy of ID card or other proof

of identity of the Shareholder power that

granted authority to the Proxy Shareholders

who have been authorized.

b. Shareholders in the form of legal entity

in order to bring a copy of the Articles of

Association and following changes of final

management structure.

c. Shareholders whose shares are registered in

the collective custodian at central securities

depository, PT Kustodian Sentral Efek

Indonesia are required to bring a written

confirmation for the attending the Meeting

(KTUR) which can be obtained from

securities companies or custodian bank

where the shareholders open a securities

account.

8) To facilitate a smooth Meeting, shareholders or

their proxies or Shareholders’ power of attorney,

are required to be at the Meeting Place at least

30 (thirty) minutes before the meeting begins.

The Annual GMS was attended by members of

the Board of Commissioners, in which one of its

members, is the Chairman of the Audit Committee

as well as the holders of Dwiwarna shares namely,

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.







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.





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 Agenda1. 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.

voting ResultsPresent: 5,433,838,600 votes (100.00%)

Agreed: 5,432,914,200 votes (99.98%)Disagreed: 552,500 votes (0.01%)Abstain: 371,900 votes (0.07%)

Total Agreed: 5,433,286,100 votes (99.99%)

Follow Up-

SECOND AGENDA

Approval of the Report on Partnership and Community Development Program for Fiscal Year 2013.

Resolutions of the Second Agenda1. 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.


Agreed: 5,429,464,200 votes (99.92%)Disagreed: 552,500 votes (0.01%)Abstain: 3,821,900 votes (0.07%)


Follow Up-







THIRD AGENDA

Approval of the Utilization of 2013 Net Profit.

Resolutions of the Third Agenda 1. 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.


Agreed: 5,432,866,700 votes (99.98%)Disagreed: 600,000 votes (0.01%)Abstain: 371,900 votes (0.07%)


Follow UpCash 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 1. 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.


Agreed: 5,424,532,200 votes (99.83%)Disagreed: 4,382,400 votes (0.08%)Abstain: 4,924,000 votes (0.09%)


Follow UpPublic 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.





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 AgendaGrant 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.




Follow UpTantiem 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 AgendaEnforcement 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.


Agreed: 5,433,466,700 votes (99.99%)Disagreed: 0 votes (0.00%)Abstain: 371,900 votes (0.01%)


Follow UpImplementation of the regulations in the Company.







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 1. 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:

President Commissioner: Mr AGOES WIDJANARKOCommissioner: Mr. IBNU PURNA MUCHTARCommissioner: Mr. AKHMAD SYAKHROZACommissioner: Mr. BOEDIARSO TEGUH WIDODOIndependent Commissioner: Mr. SAMSOEDINIndependent Commissioner: Mr. MICHAEL DENDRON PRIMANTO

2. a. Change the structure of Directors of the Company as follows: Structure:1. Mr. ADITYAWARMAN, as President Director, previously President Director2. Mr. HASANUDIN, as Director, previously Operation Director3. Mr. ABDUL HADI Hs., as Director, previously Business Development Director4. Mr. REYNALDI HERMANSJAH, as Director, previously Finance Director5. 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 ADITYAWARMANDirector: Mr. HASANUDINDirector: Mr. ABDUL HADI Hs.Director: Mr. REYNALDI HERMANSJAHDirector: 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 UpDecision Letter of the Board of Commissioners No. KEP-106a/V/2014 dated May 16, 2014.

The announcement of the Annual General Meeting

of Shareholders also reveals the Dividend Payment

Procedures, as follows:

1. The cash dividend will be distributed to

shareholders whose names are registered

in the Shareholders List (Recording date)

on April 9, 2014 until at 16:15 and/or

Shareholders of the Company which have

accounts at KSEI as of April 9, 2014.

2. Shareholders whose shares are registered

in the collective custodian of KSEI, cash

dividend payments will be done through

KSEI and will be distributed into the accounts

of the Securities Company or Custodian

Bank on April 23, 2014. Proof of Payment of

cash dividends will be delivered by KSEI to

shareholders through Securities Company or

custodian bank where the shareholders open

their accounts. As for shareholders whose





Management Report



shares are not included in the collective

custody of KSEI, the cash dividend payment

will be transferred to the bank account of the

Shareholders.

3. Cash dividends will be taxed in accordance

with applicable tax laws and regulations.

The amount of tax charged will be borne by

the Shareholders concerned and deducted

from the amount of cash dividends that have

become the right of the Shareholders.

4. Shareholders who are legal entities Tax

payers who are yet to have Taxpayer

Identification Number (NPWP) are required

to submit NPWP to KSEI or the Securities

Administration Bureau, PT Datindo Entrycom

– Puri Datindo-Wisma Sudirman, Jl. Jend.

Sudirman Kav. 34-35 Jakarta 10220, Tel.

(021) 5709009, Fax (021) 5709026, 5708914

no later than on April 9, 2014 at 16:00

pm. Without the inclusion of NPWP, cash

dividends paid to taxpayers in the form of

the legal entity will be subject to income tax

by 30%.

5. Shareholders who are Foreign Taxpayers,

whose tax deduction will be based on

the Agreement on Avoidance of Double

Taxation Agreement (P3B) shall meet the

requirements of the article 26 of the Income

Tax Law No. 36 of 2008 and to submit DGT-

1 or DGT-2 form which have been legalized

by the Tax Office for Listed Companies

to KSEI or BAE not later than on 15 April

2014 (5 trading days prior to the date of

payment) at 16:00 pm. Without a defined

format documents, cash dividend paid will be

subject to income tax Article 26 by 20%.

6. Shareholders whose shares are placed

in KSEI collective custody, evidence of

the withholding tax on dividend can be

picked up at the securities company and/

or custodian bank where the shareholders

open a securities account and Shareholders

scrip taken at the office of Registrar firm, PT

Datindo Entrycom from April 30 2014.

Board of CommissionersBoard 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 COMMISSIONERSAs 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 Post Legal Basis of Appointment Shareholders Representative

Agoes Widjanarko President Commissioner

Resolutions of Extraordinary GMS on January 30, 2012

The State of Republicof Indonesia

Mayjen. (Purn.) Samsoedin Independent Commissioner

Resolutions of Extraordinary GMS on January 30, 2012

Independent

Irjen. Polisi (Purn.) Michael Dendron Primanto

Independent Commissioner

Resolutions of the Extraordinary GMS on January 30, 2012

Independent

Ibnu Purna Commissioner Resolutions of Extraordinary GMS on January 30, 2012


Akhmad Syakhroza Commissioner Resolutions of the Extraordinary GMS on January 30, 2012


Boedoarso Teguh Widodo Commissioner Resolutions of Annual GMS on March 11, 2013








DUTIES AND RESPONSIBILITIES OF THE BOARD OF COMMISSIONERSBoard 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 President Commissioner

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.





Management Report



Name Ibnu Purna

Position Commissioner

Area of Duties Investment

Description of Duties 1. 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.

2. 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 Boediarso Teguh Widodo


Area of Duties Finance

Description of Duties 1. 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.

2. 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.

3. 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 Mayjen. (Purn.) Samsoedin

Position Independent Commissioner

Area of Duties Other Technical matters

Description of Duties 1. 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.

2. 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 Irjen. Polisi (Purn.) Michael Dendron Primanto

Position Toll Road Traffic Service

Area of Duties Other Technical matters

Description of Duties 1. 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.

2. 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


Area of Duties Organization and Human Resources Development

Description of Duties 1. 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.

2. Provide guidance and recommendations on policies to meet the provision of professional, competent and productive human resources and for further development.

3. 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.

4. 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.





Management Report



APPOINTMENT AND DISMISSAL OF BOARD OF COMMISSIONERSMembers of the Board of Commissioners are

appointed by the AGM. The Candidates are

proposed by Shareholders of Series A Dwiwarna

after going through the nomination process in

accordance with the provisions of the applicable

laws and regulations and are conducted in

accordance with the rules of the decision-making

mechanism in the GMS. The Commissioners have

met the general and specific requirements set forth

in the Board of Commissioners Manual and the

applicable SOE Regulations.

Dismissal of members of the Board of

Commissioners is also conducted through GMS and

through the decision-making mechanism in the GMS.

INDEPENDENCE OF THE BOARD OF COMMISSIONERS AND INDEPENDENT COMMISSIONERSAll 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

act independently. Independent Commissioners are

selected in a transparent and independent manner,

has the integrity and required competence, free

from the influence from other parties for personal

interests, and can act objectively and independently

based on the principles of GCG.

Independent Commissioners are expected to create

a more objective and independent climate, and also

to keep the “fairness” and able to provide a balance

between the interests of majority shareholders

and the protection of the interests of minority

shareholders including public shareholders and

other stakeholders.

One of the duties of members of the Independent

Commissioners is to represent the interests of

minority shareholders. The number of Independent

Commissioners is regulated under the Decision

of the Directors of PT Bursa Efek Indonesia No.

Kep-305/BEJ/07-2004 on Regulation No. IA on

the Registration of Shares and Equity In addition

to Shares Issued by the Listed Company, where

every public company must have Independent

Commissioners at least 30% of the total members

of the Board of Commissioners. The number

of Independent Commissioners of Jasa Marga

complies with the applicable regulations, where

two of its commissioners are independent

commissioners or 33% of the total members of the

Board of Commissioners.

Independent Commissioner CriteriaAs a public company and has been listed on

the Indonesia Stock Exchange, Jasa Marga has

fulfilled the requirements set out by the capital

market regulator with regard to the Independent

Commissioner. Such provisions are as follows:

1) Coming from outside of the public company.

2) Does not affiliate with the company,

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.

The number of Independent Commissioners of Jasa

Marga has been complied with the Decision of the

Directors of PT Indonesia Stock Exchange No. Kep-

305/BEJ/07-2004, with regard to the Regulation No.

IA on the Registration of Shares and Equity Shares

Issued by the Listed Company, where every public

company must have an Independent Commissioner

at least 30% of the total members of the Board of

Commissioners. Jasa Marga has two independent

commissioners or 33% of the total members of the


Statement of Independence of the Independent Commissioners Independent Commissioners do not have

shares in the Company, and have no association

with members of the Directors and Board of

Commissioners.







AFFILIATE RELATIONSHIP AND BOARD MEMBERSHIP AT OTHER COMPANIESFamily 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

Name

Affiliated with

Board of Commissioners DirectorsMajor/ Controling

ShareholderA

go

es

Wid

jana

rko

May

jen.

(P

urn.

) Sa

mso

edin

Irje

n. P

olis

i (P

urn.

) M

icha

el

Den

dro

n P

rim

anto

Ibnu

Pur

na

Akh

mad

Sy

akhr

oza

Bo

edia

rso

Te

guh

W

ido

do

Ad

itya

war

man

Has

anud

in

Ab

dul

Had

i Hs.

Rey

nald

i H

erm

ansj

ah

Muh

Naj

ib

Fauz

an

Min

istr

y o

f SO

Es

Agoes Widjanarko û û û û û û û û û û û

Mayjen. (Purn.) Samsoedin û û û û û û û û û û û

Irjen. Polisi (Purn.) Michael Dendron Primanto 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

Boediarso Teguh Widodo 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

Notes:ü Yesû 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

Name

Positions in Other Companies

As member of Board of

Commissioners

As Directors

As Shareholder

Agoes Widjanarko û û û

Mayjen. (Purn.) Samsoedin û û û

Irjen. Polisi (Purn.) Michael Dendron Primanto û û û

Ibnu Purna û û û

Akhmad Syakhroza û û û

Boediarso Teguh Widodo û û û

Notes:ü Yesû No





Management Report



DUAL POSITIONS AND CONFLICT OF INTERESTBased on the provisions of the Articles of

Association, the Board of Commissioners is

prohibited to hold dual positions in the following

companies:

1. Members of the Directors in the state owned

enterprise (SOEs), regional government owned

companies (BUMD) and private enterprise.

2. Other positions in accordance with the provisions

of the applicable laws.

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.

During 2014, no member of the Board of

Commissioners of the Company that holds dual

positions as stated in the Articles of Association of

the Company.

For the purposes of transparency and prevent

conflicts of interest, each member of the Board

of Commissioners of Jasa Marga (including family

members) are required and have made a list of

shares that are owned in the Company or in other

companies. List of share ownership of the Board

of Commissioners are kept by the Corporate

Secretary and administered by the Secretary of

the Board of Commissioners.

WORK GUIDELINES AND ORDERS FOR THE BOARD OF COMMISSIONERS (BOARD CHARTER) Board of Commissioners carried out its duties

based on the Handbook (Board Manual) for

members of Commissioners of PT Jasa Marga

(Persero) Tbk. which has been established by

the Decree of the BOC No. Kep 0205/XII/2013

dated December 30, 2013 on Revised Guidelines

(Board Manual) for members of the Board of

Commissioners of PT Jasa Marga (Persero) Tbk.

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

understand and becomes a reference in carrying

out the duties and obligations of the Board of

Commissioners to consistently implement the

visions and missions of the Company and in line

with the principles of good corporate governance.

The Board Manual is based on the principle/basis

of corporate laws, the Articles of Association

and the provisions of the applicable legislation,

as well as the best practices of good corporate

governance (GCG).

The Board Manual is one of the Company’s

commitments in implementing good corporate

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 IntroductionContains a description about the background, purpose and definitions of the things listed in the Board Manual

Chapter II Board of CommissionerChapter III DirectorsChapter 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 CommissionersOversight Role of the Board of

Commissioners

Secretary of the Board of Commissioners Performance and Reports of the Board

of Commissioner

Performance and Reports of Board of Commissioners







BOARD OF COMMISSIONERS MEETINGSIn 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

NameNumber of Minimum Meetings that Must

Be Attended

Number of Meetings Attended

Percentage of Attendance (%)

Agoes Widjanarko 15 14 93.33

Ibnu Purna 15 14 93.33

Akhmad Syakhroza 15 13 86.66

Boediarso Teguh WIdodo 11 9 81.81

Mayjen. (Purn.) Samsoedin 15 15 100


1515 100

TOTAL 92.52%

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.





Management Report



The Meeting Agenda of the Board of Commissioners in 2014 were among others discussing the following topics:

Business Development1. 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, Kunciran-Serpong 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.

Operations1. 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.

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.

Finance1. 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 Affairs1. 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.







Corporate Governance1. 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 COMMISSIONERSGENERAL MEETING OF SHAREHOLDERS (GMS)

Conducting a Review on Remuneration

Studying the Proposed Remuneration

Proposing to the GMS Giving Approval of the Remuneration





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 CommissionersBased 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)

Name Salary/YearCompensation/Year Total

Income/YearTransport Telecommunication THR Tantiem

Agoes Widjanarko - President Commissioner

621,900,000 119,550,000 6,600,000 51,750,000 1,117,647,059 1,916,547,059

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

Boediarso Teguh Widodo - Commissioner*

450,725,806 89,200,161 1,341,290 46,575,000 - 587,842,257

Mayjen. (Purn.) Samsoedin - Independent Commissioner

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

Joyo Winoto - Commissioner ** 91,974,194 18,394,839 4,598,710 - - 114,967,743

*) 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.







BOARD OF COMMISSIONERS COMPETENCY DEvELOPMENT AND TRAINING PROGRAMSDuring 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. Irjen. Polisi (Purn.) Michael Dendron Primanto

National Seminar on Internal Audit (SNIA) “Developing anIntegrated Assurance forAchieving Triple Bottom Lines: Profit, People and Planet”

Internal Audit Education Foundation (YPIA)

Lombok, 16-17 April 2014


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


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 ofMataram University

Lombok, 24-27 September 2014


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 2014As 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.





Management Report



Monitoring and Evaluation of the Follow up of Decisions of Board of Commissioners-Directors Joint Meetings in 2014In the implementation of monitoring and providing

advice to the Directors in the operational of the

Company, the Board of Executives together with the

Directors discuss the problems being encountered

by the Company and seek the best solutions which

are mutually agreed that need to be followed up

by the Directors. Decisions of meetings encompass

aspects of investment in toll roads and non-toll

roads, operations as well as finance and human

resources. The decisions may contain elements of

planning, policies and strategies, as well as their

implementation. Board of Commissioners paid a

great attention that the decisions of the meetings

that have been discussed and agreed during the

Joint Meeting of Board of Commissioners-Directors

are acted upon by the Directors.

Based on the results of the monitoring and

evaluation of the Board of Commissioners for

2014, in principle, large parts of the evaluation

and monitoring results had been followed up,

and some decisions are still in the process of

completion. Therefore, one of the next focuses of

the Board of Commissioners is to ensure that the

decisions that are still in the process, can still go

ahead and its completion can be accelerated. If

there are new developments that hinder or prevent

the decision to be completed, then it will be

reviewed and discussed again with the Directors.

AChiEvEMEnt oF BoArD oF CoMMissionErs KEy PErForMAnCE inDiCAtors (KPi) 2014In 2014, the performance of the Board of

Commissioners in perspective of “Internal Process

of Board of Commissioners” which consists of six

(6) performance indicators, recorded a performance

increase, namely from 1.78 to 1.94 points. However,

the performance in performing oversight role on

the efforts of Directors to achieve the target for

concession rights acquisition and the additional

new toll road operation had not fully succeeded

yet, because the achievement of targets are highly

influenced by factors that are beyond the control of

the Directors, such as land acquisition process which is

completed takes a long time to complete and so on.

Overall, the actual achievement of key performance

indicators of the Boards of Commissioners in 2014

was very good, which reached a score of 4.80

points and a slight increase from the achievements

recorded in 2013 of 4.78. Details of the realization of

the achievement of key performance indicators of

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 Actual1. 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 40 2.00 1.94

totAL 100 5.00 4.80

CoMMittEEs unDEr BoArD oF CoMMissionErsCommittees 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.







DirectorsDirectors 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.

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.

REqUIREMENTS, MEMBERSHIP AND COMPOSITION OF DIRECTORSAll 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

requirements are specific, tailored to the needs and

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

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

to be able to carry out management activities in

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 Resolution of Extraordinary GMS on 20 January 2012

Abdul Hadi Hs. Business Development Director Resolution of Extraordinary GMS on 20 January 2012

Reynaldi Hermansjah Finance Director Resolution of Extraordinary GMS on 20 January 2012

Muh Najib FauzanHuman Capital and General Affairs Director

Resolution of Extraordinary GMS on 20 January 2012

Fit and Proper TestAll 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.





Management Report



DUTIES AND RESPONSIBILITIES OF THE DIRECTORSIn performing its duties and responsibilities, the

Directors always uphold and use the guidance of the

Articles of Association as well as internal provisions

and prevailing laws and regulations.

The main duties of Directors are as follows:

• To lead and manage the Company in accordance

with the Company’s objectives and aims, as well

as to continuously make every effort to improve

the efficiency and effectiveness of the Company.

• To control, maintain and manage the

Company’s assets.

The Directors undertake their duties of managing

the Company for the interests and meeting the

objectives of the Company and represent the

Company both inside and outside the court in

accordance with the mandate of the Shareholderd

as stated in the resolution of GMS. The Directors

are accountable for performing their duties to

the shareholders through the GMS. The Directors

continuously follow up the findings of audit and

recommendations resulted from the audit of internal

auditors and external auditors. The members of the

Directors are appointed and dismissed by the GMS.

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

2009, with the latest change through the Decision

of Directors, No. 199/ KPTS/2011 dated December

30, 2011, about the duties and responsibilities of

each Directors the duties and responsibilities of

each member of the Directors are as follows:

President DirectorThe Duties and Authorities of the President Director

is to lead and ensure:

a. The achievement of the Company’s targets

based on its objectives and aims, Vision and

Mission as well as the Company’s Long-Term

Plan (RJPP), and the responsibility in the

operations of the Company.

b. The implementation of the management and

control of the functions of the Corporate

Secretary, Internal Control and Risk Management.

Operation DirectorThe Duties and Authorities of the Director of

Operations are to lead and ensure the achievement

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

in the field of toll road operation and maintenance,

comprising of:

a. Toll road operation in order to provide excellent

service to toll road users.

b. Toll fees collection.

c. Maintenance and improving toll roads along with

the facilities carried out either by the Company or

in cooperation with business partner.

d. Toll road security system.

e. Risk management related to toll road operation

as well as maintenance and improving toll roads

along with the facilities.

Business Development DirectorThe Duties and Authorities of the Director of

Business Development are to lead and ensure the

achievement of the Company’s targets based on the

Company’s objectives and aims, Vision and Mission,

and RJPP, and being responsible for the running of

the Company in the field of business development,

which covers:

a. Management of investment activities in

developing new toll roads carried out either

by the Company, Subsidiaries and/or in

cooperation with business partner.

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 PassedHasanudin Jakarta PassedAbdul Hadi Hs. Jakarta PassedReynaldi Hermansjah Jakarta PassedMuh Najib Fauzan Jakarta Passed







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.

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.

Finance DirectorThe Duties and Authorities of the Director of

Finance are the lead and ensure the achievement

of the Company’s targets based on the Company’s

objectives and aims, Vision and Mission, and RJPP,

and being responsible for the running of the Company

in the field of finance along with the Company’s

information and technology, comprising of:

a. RKAP (corporate work and budget plan) and

RJPP.

b. Financial control of the Company.

c. Management of the Company’s financial

investment portfolio.

d. Management of the Company’s information

technology.

e. Risk management for finance-related policies.

f. Management of partnership program and

community development program (PKBL).

Human Capital & General Affairs DirectorThe Duties and Authorities of the Director of Human

Capital and General Affairs are the lead and ensure the

achievement of the Company’s targets based on the

Company’s objectives and aims, Vision and Mission,

and RJPP, and being responsible for the running of the

Company in the field of human capital development,

activities in general affairs and legal, comprising:

a. Development of the Company’s organization and

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

the Company’s assets security as well as other

general affairs activities.

f. Management of legal service function.

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.

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

Company is based on the Decision of the Directors

No. 199/KPTS/2011 dated 30 December 2011 on

the Change in the Decision of the Directors of PT

Jasa Marga (Persero) Tbk. No. 60/KPTS/2009 on

Distribution of Duties and Authorities of Directors

(the addition of Letter h in Article 1 Paragraph (5) in

Decision of the Directors of PT Jasa Marga (Persero)

Tbk. No. 60/KPTS/2009 on Distribution of Duties

and Authorities of Directors).

With the said additional duty and authority, Jasa

Marga Directors have then appointed one member

of the Directors, i.e. Human Capital and General

Affairs Director as the Director responsible for

the implementation and supervision of GCG at

the Company. This also shows that the Company

responds to the enactment of the Decision of the

Secretary to the State Ministry for SOEs No. SK-

16/S.MBU/2012 dated 06 June 2012 on indicators/

parameters of assessment and evaluation of Good

Corporate Governance implementation at SOEs.

INDEPENDENCE OF DIRECTORSThe Directors are appointed to run all actions

related to the management of the Company or

relationship with other parties independently

without interference of any other parties or of those

that would conflict with the rules and regulations as

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

related by blood within the third degree, both

vertically and horizontally, or by marriage.





Management Report



Content of the Board Manual is as follows:

Chapter I IntroductionContains description on the background, aims and purposes, as well as definition of items stated in Board Manual.

Chapter II Board of CommissonerChapter III DirectorsChapter 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 PROGRAMSIn 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 Subject Organizing Institution 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

DIRECTORS DUAL POSITIONSBased on Article 11 Paragraph (13) of the Company’s

Articles of Association, members of the Directors are

prohibited to hold dual positions as:

1. Member of Directors at SOEs, local government-

owned enterprises, and private owned

enterprises, as well as other positions that may

cause conflict of interest.

2. Other structural and functional positions at any

central and local government institutions.

3. Other positions according to prevailing rules and

regulations.

In 2014, none of the members of Jasa Marga

Directors holds dual positions as stated in Article

11 Paragraph (13) of the Company’s Articles of

Association.

WORK GUIDELINES AND ORDERS FOR THE DIRECTORS (BOARD CHARTER)In carrying out their duties, the Directors refer to the

work guidelines for Board of Commissioners and

Directors (Board Manual). Board Manual comprises

guidelines on work procedures for the Board of

Commissioners and Directors and explanation

on stages of activities in manners that are well-

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

Mission, while achieving high work standard in line

with the principles of GCG.

Board Manual is created in view of the principles

of legal corporation, provisions of Articles of

Association, prevailing rules and regulations,

directions from Shareholder as well as best practices

of Good Corporate Governance.







DIRECTORS MEETINGSIn 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 Job TitleNumber of

Meetings in the Year


Percentage of Attendance

(%)

Adityawarman President Director 48 47 97.91Hasanudin Operation Director 48 45 93.75Abdul Hadi Hs. Business Development Director 48 44 91.66Reynaldi Hermansjah Finance Director 48 43 89.58Muh Najib Fauzan Human Capital & General Affairs Director 48 43 89.58TOTAL 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

have been well recorded and documented in Directors’

Minutes of Meeting, which are signed by meeting

chairman and distributed to all members of Directors

who are both present and absent at the meetings.

Dissenting opinion along with its reasons during the

meeting will be stated in the Minutes of Meeting.

Agenda of Directors’ Meeting among others were as

follows:

1. Business Developmenta. Study on the plan to develop over the sea

toll Road

b. Potential land for property development in

Depok-Antasari toll road corridor

c. Plan to develop rest and service area at

Km 88, Cipularang

d. Property development at Ex-Workshop

land

e. Establishment of a subsidiary to manage

TIP

f. Development for Non Toll Business in Bali

g. Business development and optimization

of potential area along Bali-Mandara Toll

Road.

2. Operationa. Policy for operational management

and fulfillment of operational officers at

Subsidiary firm

b. Program to accelerate the construction of

JORR W2 North

c. Implementation of E-Toll Card in closed

system

d. Standardization of the Toll Gate design

e. The control of Magnetic Official Card

(KDM) at inner city toll road

f. Trial of New E-Toll Pass

g. Operating the Meruya 3 and 4 toll gates

3. Financea. Change of schedule for dividend payment

phases

b. Issuance of Bonds through regular public

offering (PUB) Phase II on regular basis

c. Purchase PT Ismawa shares

d. Capital injection into PT TMJ

e. Final Draft of RKAP 2015

f. Approval and Determination RKAP 2015

g. Capital injection to PT MSJ

4. Human Resources and General Affairsa. Distribution of duties of directors for risk

management policy and Quality/K3

b. Distribution of Duties of Directors

c. Replacement of Executives at Subsidiaries

d. Recruitment of Th Fresh Graduates 2014

e. Implementation of Human Capital

Management System in subsidiary firms

f. Revew of organizational structure of rest

area business units

g. Study of Organizational Structure of PT

JLJ





Management Report



DECISIONS OF DIRECTORS IN 2014In 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 DIRECTORSReferring 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

DIRECTORSGENERAL 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.







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.





Management Report



Structure of Directors RemunerationBased on Regulation of State Minister for SEOs No. PER-

04/MBU/2014 on Guidelines on Deciding Remuneration of

Directors, Board of Commissioners and Supervisory Board

of SOEs, Board of Commissioners remuneration structure

is as follows:

1. Salary (determined by GMS)

2. Allowance

a. Religious Festivity Allowance (THR)

b. Communication Allowance

c. Compensation for Post Job

d. Allowance for Clothing

3. Special Allowance for Directors

a. Annual Leave Allowance

b. Long Leave Annual

c. Housing Allowance

d. Utilities Allowance

4. Facilities

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

Transportation Allowance)

b. Health Insurance /facilities to replace medical costs

c. Professional Association.

d. Legal Assistance.

5. Special Facilities for Directors

a. Company House

b. Club Membership/ Corporate Member

c. Representation and Entertainment

6. Tantieme

The remuneration for 2014 and Tantieme

Financial Year 2012 for members of

Directors was based on the Decision of

the Board of Commissioners on Decision

of Remuneration 2014 and Tantieme

Financial Year 2013 for Members of the

Directors and Members of the Board

of Commissioners of PT Jasa Marga

(Persero) Tbk. Based on the said decision,

the salary of President Director was Rp

115,000,000 (one hundred and fifteen

million Rupiah) per month, whereas

that of other members of Directors was

90% of President Directors’ salary. The

allowances and facilities for the Directors

and Board of Commissioners refer to the

provisions stipulated in the Regulation of

State Minister for SOEs No. No. PER-04/

MBU/2014.

Tantieme for the Directors and Board

of Commissioners for the performance

in 2011 was decided Rp 17,994,117,647

(seventeen billion, nine hundred ninety

four million, one hundred seventeen

thousand, six hundred forty seven

Rupiah) and is divided in accordance

with the Composition of Job Factor as

well the term of office of each member

of Directors and Board of Commissioners

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 (in Rupiah)

Name Salary/YearAllowances/Year Total Income/

YearHousing Utilities THR Tantieme

Adityawarman - President Director

1,319,240,000 310,500,000 18,900,000 115,000,000 2,794,117,648 4,557,757,648

Hasanudin - Operation Director

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

Reynaldi Hermansjah - Finance Director

1,197,328,852 310,500,000 18,900,000 103,500,000 2,514,705,882 4,156,434,734

Muh Najib Fauzan - Human Capital & General Affairs Director

1,150,230,000 310,500,000 18,900,000 103,500,000 2,514,705,882 4,109,335,882







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.





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 TitleNumber of Meetings in

the Year


Percentage of Attendance (%)

Agoes Widjanarko President Commissioner 18 18 100

Ibnu Purna Commissioner 18 18 100

Akhmad Syakhroza Commissioner 18 14 77.77

Boediarso Teguh Widodo Commissioner 15 14 93.33

Mayjen. (Purn). Samsoedin Independent Commissioner 18 18 100


Independent Commissioner18 18 100

Adityawarman President Director 18 17 94

Hasanudin Operation Director 18 15 83

Abdul Hadi Hs. Business Development Director 18 14 78

Reynaldi Hermansjah Finance Director 18 14 78

Muh Najib Fauzan Human Capital & General Affairs Director 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 Shareholders, through the mechanism of GMS,

conduct assessment of the performance of the

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

System of the Board of Commissioners of PT Jasa

Marga (Persero) Tbk. in 2012.

PERFORMANCE ASSESSMENT CRITERIAThe criteria for performance assessment of the

Board of Commissioners are as follows:

1. GMS.

2. Financial Supervision.

3. Operational Supervision.

4. Development Supervision.

5. Human Resources.

6. Compliance Supervision.

7. Board of Commissioners’ Internal Process

The criteria for performance assessment of the

Directors consist of:

1. Implementation of duties and responsibilities of

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).

RESULTS OF GCG ASSESSMENT OF BOARD OF COMMISSIONERS AND DIRECTORSIn 2014, assessment on GCG implementation of

Directors and Board of Commissioners was carried

out and the process was in accordance with GCG

assessment reference developed by the State

Ministry for SOEs based on the Decision of the

Secretary of State Ministry for SOEs No. SK-16/S.

MBU/2012 dated 06 June 2012. The assessment

results showed that Board of Commissioners and

Directors each achieved the score of 96.26% and

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

candidacy of members of Directors, performance

assessment of Directors (individual and collegial)

and proposes tantieme/performance incentive

based on prevailing rules and regulations as well

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

of Commissioners’ Meetings and attends Board

of Commissioners’ Meetings in accordance with

prevailing rules and regulations.

8. Board of Commissioners has Secretary of Board

of Commissioners to support secretarial duties of


9. Board of Commissioners has Board of

Commissioners committees that are effective.

In general, GCG assessment of the Directors consists of

the following aspects:

1. Directors have introductory and training/

learning programs and carry out the programs

continuously.

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

communication and information disclosure

according to prevailing rules and regulations

and submission of information to the Board

of Commissioners and the Stakeholders is in a

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.

10. Directors convene Annual GMS as well as other

GMS in accordance with prevailing rules and

regulations.

DIRECTORS’ KEY PERFORMANCE INDICATORPerformance of the Management is measured using

Key Performance Indicator based on Criteria for

Excellent Performance Assessment (Kriteria Penilaian

Kinerja Unggul – KPKU) for State-Owned Enterprises

(SOEs) referring to Letter of State Ministry for SOEs

No. S-08/S.MBU/2013 dated 16 January 2013 on

Performance Reporting Based on the Approach of

Criteria for Excellent Performance Assessment (Kriteria

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:





Management Report



Perspective Key Performance Indicator

Finance and Market

1. Return On Average Equity (ROE)

2. Net Profit Margin

3. Operating Margin

4. Market Share of Length of Toll Roads

5. Non-Toll Revenues

Costumers Focus

6. Market Share of Transaction Traffic Volume

7. Toll Road Users Satisfaction Index

8. SPM Fulfillment

Effectiveness of Product and Process

9. Number Toll Road Concessions Acquired

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 Focus13. Human Capital Readiness – Job Formation Fulfillment

14. Human Capital Readiness – Competencies Fulfillment

Leadership, Corporate Governance and Community

15. KPKU Score

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 ASSESSMENTIn 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.

Directors’ Key performance indicator







Diversity of the Composition of the Board of Commissioners and Directors

Board of Commissioners/ Directors

Educational Background

Work Experience

(year)Age Gender

S1 S2 S3 ≤ 20 ≥ 20 ≤ 50 ≥ 50 Male Female

Agoes Widjanarko ü ü ü ü

Ibnu Purna ü ü ü ü

Akhmad Syakhroza ü ü ü ü

Boediarso Teguh Widodo ü ü ü ü

Mayjen. (Purn). Samsoedin ü ü ü ü


üü ü ü

Adityawarman ü ü ü ü

Hasanudin ü ü ü ü

Abdul Hadi Hs. ü ü ü ü

Reynaldi Hermansjah ü ü ü ü

Muh Najib Fauzan ü ü ü ü

Committees

AUDIT COMMITTEEThe 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

Irjen. Polisi (Purn.) Michael Dendron Primanto 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 CommitteeAudit 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.





Management Report



4. Law of the Republic of Indonesia No. 40 of

2007 on Limited Liability Companies.

5. Regulation of the State Minister for SOEs

No. PER-05/MBU/2006 dated 20 December

2006 on Audit Committee for State-Owned

Enterprises.

Educational qualification and Work ExperienceThe Company’s Audit Committee has sufficient

educational qualification and work experience

in supporting the implementation of duties as

Audit Committee. The profile of Audit Committee

members is provided in Profile of Audit Committee.

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

cooperate. The Board of Commissioners conducts

interview to deepen the information on the

candidates Audit Committee members. The Board

of Commissioners then conducts interview to decide

the selected members of Audit Committee. Next,

the decision and appointment of Audit Committee

members is carried out through the Decision Letter

of the Board of Commissioners.

All Jasa Marga Audit Committee Members have

integrity, as well as good financial competencies and

reputation.

Tasks and Responsibilities of Audit CommitteeIn accordance with Regulations of the State Minister

for StateOwned Enterprises No. PER-05/MBU/2006

dated 20 December 2006 on Audit Committee for

State-Owned Enterprises, the main function of Audit

Committee is to assist the Board of Commissioners

in fulfilling the supervision function in order that the

management of the Company is able to take place

efficiently and effectively. In carrying out the duties

and report, Audit Committee is independent and

reports directly to the Board of Commissioners.

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.

Based on Audit Committee Charter legalized by

the Board of Commissioners in the Decision of the

Board of Commissioners No. KEP-00.06/I/2008

dated 22 January 2008 on Audit Committee

Charter of PT Jasa Marga (Persero) Tbk., the

duties and responsibilities of the Audit Committee

are as follows:

a. Assisting the Board of Commissioners in making

sure the effectiveness of internal control systems

and the effectiveness of the implementation of

internal and external auditors’ duties.

b. Evaluating the implementation of audit works

and audit results undertaken by both internal and

external auditors.

c. Recommending improvements for the internal

control system of the Company along with its

implementation.

d. Assuring the existence of excellent review

procedures of all information disclosed by the

Company, including periodic financial statements,

financial projection/prognoses along with

other financial information submitted to the

Shareholders.

e. Assuring the compliance of procedures of

excellent review on the carrying out of the

Company’s activities in accordance with

prevailing standard operating procedures.

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

Board of Commissioners, and undertaking

other duties related to the Board of

Commissioners, including:

1. Reviewing financial information that will be

published by the Company such as financial

report, Long-Term Plan, Work and Budget

Plan, Management Report as well as other

financial information.

2. Reviewing the Company’s compliance to

prevailing laws and regulations of the Capital

Market as well as other regulations related to

the Company.







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 CommitteeThe 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

Aspect of IndependenceIrjen. Polisi (Purn.) Michael Dendron

PrimantoAgita 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





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 MeetingsAudit 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 Frequency (times)

Irjen. Polisi (Purn.) Michael

Dendron Primanto

Ketua Komite

Agita W.Anggota

Rustam W.Anggota

Attendance Attendance Attendance

times % times % times %

Audit Committee Internal Meeting 17 17 100 12 70.6 13 76.5Meeting with SPI 4 3 75 2 50 4 100Meeting with Negotiation Team/KAP Selection 6 3 50 2 33 6 100Monitoring Audit Activities/KAP 3 1 33 1 33 3 100Meeting with Directors /Management 5 5 100 4 80 4 80Meeting 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 100Meeting with PKBL Unit 2 0 0 0 0 2 100Visiting branch with Board of Commissioner 7 7 100 6 85.7 7 100Working Visit to Subsidiaries 2 2 100 2 100 2 100Site Visit 4 4 100 3 75 4 100

TOTAL 70 62 88.6 49 70 62 88.6

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.







Remuneration of Audit CommitteeBased 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:

No. KPI Perspective 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 COMMITTEEAssessing the Implementation of Activities and Audit Results Carried out by External Auditor as well as Independent AuditorGeneral 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.





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 PrimantoChairman







PROFILE OF AUDIT COMMITTEE

Irjen. Polisi (Purn.) Drs. Michael Dendron PrimantoCHAIRMAN

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


Rustam WahjudiMEMBER

• 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 (2005-2008), 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

was 62.

Agita Widjajanto MEMBER

• 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.





Management Report



Tasks and Responsibilities of Business Risk and Investment CommitteeBusiness Risk and Investment Committee reports to

and assist the Board of Commissioners in carrying

out the duties in order that the management of

the Company takes place efficiently and effectively

through competent and independent control and

system. Based on Business Risk and Investment

Committee Charter, the duties and responsibilities

of the Business Risk and Investment Committee are

as follows:

1. Evaluating short-term and long-term investment

plan stated in the Company’s RJPP and RKAP

and submitting the evaluation to the Board of

Commissioners as inputs in arranging and or

reviewing RJPP, as well as in discussing the

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.

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.

4. Giving feedbacks and review on feasibility and

risks of toll road and non-toll road investment,

in relation to traffic volume projection, land

acquisition, project financing and appropriate

use of technology and innovation as well as value

engineering. 5. Preparing annual work program of

Business Risk and Investment Committee to get

approval from the Board of Commissioners and

creating periodic report to be submitted to and

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

BUSINESS RISK AND INvESTMENT COMMITTEEThe Company’s Business Risk and Investment

Committee is decided by the Decision of the Board

of Commissioners No. KEP-00030/I/2012 dated

20 February 2012. Members of Audit Committee

are dismissed in the case of termination of term

of office and termination based on Decision of the

Board of Commissioners, non-compliance with

required performance and/or incompetence in

carrying out the duties.

The Company’s Business Risk and Investment

Committee consists of one (1) Chairman that is

also Committee member and two (2) Committee

members.

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

Ibnu Purna Chairman

Eduard T. Pauner Member

Nasikhin Ahsanto Member

All Jasa Marga Business Risk and Investment

Committee Members have integrity, as well as good

competencies and reputation.

Legal Basis on the Forming of Business Risk and Investment CommitteeBusiness Risk and Investment 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. 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.







Independence of Business Risk and Investment CommitteeBusiness 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

Aspect of Independence 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

Business Risk and Investment Committee MeetingsBusiness Risk and Investment Committee holds

meetings periodically. Business Risk and Investment

Committee meeting (KIRU) may invite the Company’s

Management to provide information required.

The decisions of Business Risk and Investment

Committee meetings are made based on the

principle of deliberation for consensus. In the event

that deliberation for consensus is not reached,

decisions are made through voting. In the event

that the votes that agree and disagree are equal,

the proposal is then declined.

In 2014, Business Risk and Investment Committee

has held meetings such as KIRU internal meeting.

The attendance level of each Business Risk and

Investment Committee Meeting is as follows:

Attendance of Members of Business Risk and Investment Committee at KIRU Meeting in 2014

NameAttendance at Meetings

(times)

Percentage(%)

Ibnu Purna 43 67Eduard T. Pauner 42 66Nasikhin Ahsanto 49 77

The decisions made in Jasa Marga Business Risk

and Investment Committee meetings have been well

recorded and documented in minutes of meeting of

Business Risk and Investment Committee. Minutes

of Meeting is signed by meeting chairman and is

distributed to all members of Business Risk and

Investment 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

Remuneration of Business Risk and Investment CommitteeMembers of Business Risk and Investment

Committee that are not members of the Board of

Commissioners receive remuneration consisting of

honorarium amounting to Rp 18,400,000 monthly.

Total Remuneration of members of the Business Risk

and Investment Committee who are not members of

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:





Management Report



Achievement of Business Risk and Investment Committee Key Performance Indicators (KPI) in 2014

No. Perspective Weight Target Realization Score

1. Supervision on implementation of policies, strategy and investment project

40% 4 Monitoring reports and evaluation

4 Monitoring reports and evaluation

40

3 review report Policies and strategies Report on investment implementation

3 review report Report on investment implementation

2. Supervision on Risk management

20% 3 Report on Risk Management

1 Report 12

2 Reports on main Corporate risks and Model to calculate potential loss

2 Reports on top Corporate

3. Supervision on Meeting SPM requirements

20% Report on review of Maintenance system

Maintenance Report 20

Report on review toll Collection system

Laporan pengumpulan tol

4. Performing duties based on Directions of BOC

15% In line with direction of BOC

Fulfilled 15

5. Orderly Administration Report 5% Report of KIRU Quarter 4 2013

Report of KIRU Quarter 4 2013

3

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

TOTAL 90

REPORT ON IMPLEMENTATION OF TASKS OF BUSINESS RISK AND INvESTMENT COMMITTEEIn 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 ManagementMonitoring 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.







Supervision and Giving Inputs/Advice on InvestmentSupervision 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 non-

toll (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.

Business Risk and Investment Committee

Ibnu PurnaChairman





Management Report



Eduard T. PaunerMEMBER

• 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) (2008-2012), Risk Management Monitoring Committee of

PT Brantas Abipraya (Persero) (2012).

Nasikhin AhsantoMEMBER

• 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.

PROFILE OF BUSINESS RISK AND INvESTMENT COMMITTEE

Ibnu PurnaCHAIRMAN

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.







State Minister for SOEs No. PER-04/MBU/2009

dated 16 November 2009 that was amended

with Regulation No. PER-08/MBU/2010 dated 31

December 2011, and PER-01/MBU/2012 dated 20

January 2012 on Requirements and Procedures

of Appointment and Dismissal of Members of

Directors of State-Owned Enterprises.

The Company prepares its leaders’ successors

though the mechanism of Talent Management

System. By identifying 14 key positions for

executive leaders and 33 positions of Directors

of Subsidiaries, the Company develops the

competencies of future leaders by conducting

Corporate Leadership program.

Together with the Board of Commissioners,

Directors select potential candidates for future

leaders with excellent personal quality along with

sufficient experience and expertise to hold the

positions one level below Directors and Directors at

Subsidiaries. These leaders are expected to be the

next members of the Directors in the future deriving

from the Company’s internal top managers.

Three (3) of the current members of the Directors

of the Company were members of the Directors

in the previous period, whereas two (2) of the

present members of the Directors came from the

Company’s internal structural managers, one level

below Directors.

Profile of Remuneration and Nomination CommitteeAt present, the Company is yet to have

Remuneration and Nomination Committee.

CORPORATE GOvERNANCE COMMITTEECurrently, the Company has not had a Corporate

Governance Committee. However, the Board

of Commissioner is actively monitoring the

implementation of GCG in the Company. In

addition, the Company periodically conducts

assessment by an independent party to ensure

that the implementation of corporate governance

has been done according to the rules.

Profile of Corporate Governance CommitteeAt present, the Company has yet to have

Committee for Corporate Governance.

REMUNERATION AND NOMINATION COMMITTEECurrently the Company has not yet had

Remuneration and Nomination Committee;

however, the Company does have system and

procedures in deciding remuneration to be

implemented at the Company by referring to

prevailing rules and regulations, i.e. Regulation

of State Minister for State-Owned Enterprises

No. PER02/MBU/2009 dated 27 April 2009 on

Guidance on Remuneration of Directors, Board of

Commissioners and Supervisory Board of State-

Owned Enterprises.

Review on remuneration of the Board of

Commissioners and Directors is conducted by

Human Resources Management Bureau and the

result is discussed in the Board of Commissioners

and Directors Joint Meeting to be agreed and

proposed to the GMS.

In order that the Company’s remuneration

system is in line with remuneration system best

practice in the industry, the Company also uses

independent consultant.

In nominating prospective Directors, the Board of

Commissioners proposes to the Shareholder of Series

A Dwiwarna that managers one level below Directors,

based on results of their assessment, performance

and integrity, take fit and proper test held by

Shareholder of Series A Dwiwarna and in accordance

with the Company’s Articles of Association,

Shareholder of Series A Dwiwarna, proposes the

prospective Directors to GMS to get approval.

Meanwhile, to appoint the management

of Subsidiaries, in view of procedures of

appointing members of Directors and Board of

Commissioners of Subsidiaries, the Directors refer

to Regulation of State Minister for SOEs No. PER-

03/MBU/2012 while upholding the foundation

of good corporate governance principles of

professionalism, transparency, independence,

accountability, responsibility and fairness.

Policies in Directors SuccessorsIn order to realize transparent and accountable

process and mechanism of selecting and

changing the members of Directors, the

Company has complied with the requirements

and procedures stipulated in Regulation of





Management Report



Corporate SecretaryThe 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 SECRETARYBased 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

Corporate CommunicationInvestor Relations Corporate

Relations

Secretary of the Board of CommissionersThe 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

Commissioners’ Meetings.

3. Staff in charge for general affairs of Secretariat

of the Board of Commissioners, Administration

and Filing.

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


4. Holding Board of Commissioners’ Meetings and

meetings between Board of Commissioners

and the Shareholders, Directors as well as other

related parties.

5. Providing data/information required by the Board

of Commissioners and Committees under the








The main duties of Corporate Secretary include the

following activities:

• Managing information related to business

environment and maintaining the good

relationship between the Company and capital

market supporting institutions and Regulators.

• Ensuring that the Company implements the GCG

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

stakeholders in order to improve the Company’s

image.

• Undertaking secretarial activities of the

Company’s management along with facilitating

the relationship between the Company/

Management and the stakeholders.

Implementation of Tasks of Corporate SecretaryThe activities conducted by Corporate Secretary

throughout 2013 among others were as follows:

1. Convened Annual GMS 1 time.

2. Carried out activities in relations to investor

relations:

a. Public Expose 1 time.

b. Site Visit 5 times.

c. Non Deal Roadshow 1 time.

d. Investor Conference 8 times.

3. Carried out activities in relations to corporate

communications:

a. Press Conference 16 times.

b. Press Release 26 times.

c. Media Visit 2 times.

d. Advertorial 13 times.

e. Talk show (television and radio) 9 times.

f. Display advertisement 12 times

4. Carried out activities in relations to stakeholders:

a. Toll Road Customers Gathering.

b. Stakeholder Perception Survey.

c. Communication and coordination with

State Ministry for SOEs, Ministry of Finance,

Bapepam-LK and Local Government.

5. Carried out activities of Directors’ meetings as

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

Team from BPKP, in which the Company was

declared as a “Committed” company in the

SOE Clean Program.

c. Management of Whistleblowing System

d. Managing Gratification Control Program in

Cooperation with the Corruption Eradication

Committee

e. Leading Performance Assessment Criteria.

f. Implementation of GCG Assessment

Evaluation based on Asean Scorecard,

which is carried out in cooperation with

the Indonesian Institude for Corporate

Directorship (IICD).

g. Assessemnt of GCG in 2014

h. Socialization of Vision, Mission and Corporate

Values as well as Evaluation on the level of

understanding of VIsision, Mission and values

of the Company.

7. Conducted coordination and Dissemination

of Directors’ policies and corporate internal

activities.





Management Report



WorK ExPEriEnCE oF CorPorAtE sECrEtAryBrief work experience of Corporate Secretary, David Wijayanto, at the Company for the past 10 years, as follows:

Brief Work Experience of Corporate secretary

no. Job title Work unit Effective from(dd-mm-yyyy)

1. Corporate Secretary Corporate Secretary 03-09-2012

2. Business Project Manager for Property Development of JORR 2, BORR, Semarang-Solo and Surabaya-Mojokerto

Business Project for Property Development of Jakarta Outer Ring Road, Semarang-Solo and Surabaya-Mojokerto 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

no. subject organizing institution Date & venue

1. Executive Workshop on Human Capital Transformation & Integration

Jasa Marga Development Center (JMDC)

JMDC, 13 March 2014

2. Seminar on Synergy of SOEs Corporate Secretary: “Maintaining Reputation in the Political Year”

BUMN TRACK Hotel Sari Pan Pacific Jakarta, 16 April 2014

3. SOEs Forum 2014 Sharing Session, Going Global: Redefining the International Business Landscape

Hay Group International The Ritz-Carlton Pacific Place Jakarta, 24 April 2014

4. Workshop on Economic Outlook Post Election Bursa Efek Indonesia (IDX) The Ritz-Carlton Pacific Place Jakarta, 18 August 2014

5. Training on Managament Interview Ministry of SOEs Hotel Santika Bengkulu, 19 September 2014

6. International Seminar on ERM Bali Jasa Marga Development Center (JMDC)

JMDC, 01-02 October 2014

7. Seminar International Bali ERM Center for Risk Management Studies (CRMS)

Grand Nikko, 04-05 December 2014

ProFiLE oF CorPorAtE sECrEtAry

David Wijayatno

• JoinedJasaMargain1988

and was appointed as

Corporate Secretary based

on Decision of the Directors

No. 102/AA.P-6a/2012 on 03

September 2012.

• CompletedBachelor’s

Degree in Civil Engineering

Transportation from Gadjah

Mada University Yogyakarta

in 1986.

• Previouskeypositions

at Jasa Marga included

Project Manager for

Property Development

Business of JORR 2, BORR,

Semarang-Solo & Surabaya-

Mojokerto (2010-2012) and

CawangTomang-Cengkareng

Branch Manager (2006-

2008).

• Ageasof31December2014

was 55.







Internal Audit UnitThe 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 UNITAs 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

No. Internal Audit Unit Number of People

1. Head of Internal Audit 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





Management Report



STRUCTURE AND POSITION OF INTERNAL AUDIT UNITAs 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

PROGRAM CONTROLLING SECTION

INTERNAL ADMINISTRATION SECTION

AUDIT RESULTS SECTION

INTERNAL MANAGEMENT DEPARTMENT

APPOINTMENT AND DISMISSAL OF INTERNAL AUDITInternal Audit is led by Head of Internal Audit

appointed and dismissed by President Director with

approval from Board of Commissioners. Head of

Internal Audit is assisted by AVP Program Planning

& Controlling.

COMPETENCY DEvELOPMENT OF INTERNAL AUDIT HUMAN RESOURCES AND CERTIFICATION OF AUDIT PROFESSIONThe Company continuously improves competencies

of Internal Audit personnel by conducting auditors’

competency development program systematically

and gradually. In general, the policy of competency

development in 2013 was implemented in two ways

as follows:

1. Competency development at external institutions

2. Competency development internally.

Competency development by external institutions

was carried out through formal trainings in form

of courses or seminar/workshop in relation to

the issues of audit, both those undertaken by the

Company or other external education institutions.







Audit Trainings in 2014

No. Name of Training Organizing Institution 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

Yayasan Pendidikan Internal Audit (YPIA) 1

4. Training Program for Qualified Internal Audit Qualification – Phase II


5. National Seminar on Internal Audit (SNA) Yayasan Pendidikan Internal Audit (YPIA) 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


8. Training Program for Certification of Qualified Internal Audit Managerial Level


9. Workshop Metodology, Investigation Technique and Uncover Fraud cases

Lembaga Pengembangan Fraud Auditing 2

10. Processes and Techniques of Internal Audit Yayasan Pendidikan Internal Audit (YPIA) 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 UNITIn conducting its duties, Internal Audit Unit refers

to Internal Audit Charter and Audit Internal Manual

along with Annual Audit Work Program (Program

Kerja Audit Tahunan – PKAT), while using the

approach of Risk-Based Audit Planning.

Internal Audit Charter and Internal Audit Manual

are decided based on Decision of the Directors No.

59/KPTS/2013 dated 28 March 2013. Apart from

serving as work guidelines, Internal Audit Charter

and Internal Audit Manual also plays an important

role in enforcing the role and responsibilities as

well as basis of existence and implementation

of supervisory duties of Internal Audit. The

Internal Audit Charter and Internal Audit Manual

are therefore disclosed to be recognized by all

employees and other related parties so that there is

mutual understanding and cooperation in realizing

the Vision, Mission and Objectives of the Company.

The Company has Internal Audit Charter and Internal

Audit Manual since 01 March 2003 and on 28 May

2009 and 28 March 2013, they were revised in

accordance with prevailing regulations of Bapepam-

LK. Internal Audit Charter is reviewed and improved

periodically in line with the changes in prevailing

rules and regulations.





Management Report



In general, Internal Audit Charter and Internal Audit

Manual contains:

1. Definition of Internal Audit.

2. Structure and Position of Internal Auditing Unit.

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.

7. Accountability of Internal Auditing Unit.

8. Prohibition to Hold Dual Positions.

CODE OF ETHICS FOR INTERNAL AUDITORSIn carrying out its functions and tasks, apart from

complying with the Company’s prevailing Code of

Conduct in general, Internal Audit also has Code of

Ethics for Auditors, which is stated in Internal Audit

Charter, and consists of among others:

1. Internal auditors are required to have integrity,

objectivity, and seriousness in carrying out the

duties and fulfilling the responsibilities of their

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

may discredit the profession of internal audit or

their organization.

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

fulfilling the responsibilities of their profession

objectively.

5. Internal auditors are not allowed to take

compensation in any forms from employees,

clients, customers, suppliers and business

partners of their organization as it may influence

their professional judgments.

6. Internal auditors only conduct services that

are able to complete using the professional

competencies they own.

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.

9. Unless required by provisions of rules and

regulations, articles of association and/or

regulations of the Company, Internal Auditors

are required not to disclose information obtained

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.

Tasks and Responsibilities of Internal Audit Unit

The role of Internal Audit is to make sure of and

provide independent and objective consulting for

the Management in order to boost the creation

of added value and improve Jasa Marga’ business

operation.

Referring to the Audit Charter, the tasks and

responsibilities of Internal Auditing Unit are as

follows:

1. Planning and carrying out Annual Audit Work

Program.

2. Testing and evaluating the implementation of

internal control and risk management system in

accordance with the Company’s policy.

3. Conducting audit and assessment on efficiency

and effectiveness in the area of finance,

accounting, operation, human resources,

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

said report to President Director and the Board

of Commissioners.

6. Designing program to evaluate the quality of

internal audit activities conducted.

7. Conducting special audit whenever necessary.

8. Conducting Internal Audit Management at

Subsidiaries as special assignment from

President Director, in order to provide guidance,

supervision, learning and counseling in preparing

and implementing Internal Audit at Subsidiaries.







IMPLEMENTATION OF ACTIvITIES OF INTERNAL AUDIT UNIT IN 2014Routine/ 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 UNITAudit is carried out to evaluate the effectiveness

of the Company’s Internal Control System, Risk

Management, and the process of Corporate

Governance as well as to assess the efficiency and

effectiveness of the entire activities of the Company

(in the fields of finance, operation, human resources,

information technology along with other activities).

Report on results of audit carried out by Internal

Audit is submitted to President Director and

recommendations from audit results are considered

and referred to in implementing the follow ups.

Simultaneously, report of audit results is also

submitted to Audit Committee.

OTHER AUDIT SUPPORTING ACTIvITIESIn addition to its routine activities, Internal Audit has

improved the audit management by using computer

application (Audit Management System/AMS). All

audit activities starting from PKAT, Scheduling/

Assigning Audit Team, Implementation of field work,

Audit Reporting and Monitoring of Audit Results

Follow ups are managed by AMS.

INTERNAL AUDIT UNIT PERFORMANCE EvALUATIONThe performance of Internal Audit is measured and

assessed from the achievement of Key Performance

Indicators (KPI). There are 13 indicators that are

measured and assessed yearly and are the form of

management contract between the Head of Internal

Audit and the Directors. Major indicators in KPI are

as follows:

• Efficiency of audit cost

• Audit request from the Management

• Timeliness of final report issuance

• Implementation of followed up recommendations

• Timeliness of completion of Risk-Base Internal

Audit Planning

• Implementation of audit plan

• Achievement of work programs

In order to make sure that the recommendations are

followed up, the Company has regulated a control

mechanism through Instruction of the Directors

on Auditees’ Obligation to report the follow up of

recommendations of Internal Audit Unit at the end

of every quarter to the President Director.





Management Report



Internal Control System of the CompanyThe implementation of internal control system

carried out by Jasa Marga refers to Article 26

of the Regulation of the State Minister of State-

Owned Enterprises No. PER-01/MBU/2011 on Good

Corporate Governance Implementation at State-

Owned Enterprises.

Through Decision of Directors No. 96/KPTS/2011

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:

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.

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) FRAMEWORKIn 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.







Socialization of Corporate Internal Control System (SPIP) in 2014

No. Date (mm-dd-yyyy) venue Class of Participants Number of Participants

1. 17-03-2014 Head Office VI-VIII 44




5. 13-05-2014 Belmera Branch VI-VIII 30

6. 20-05-2014 Semarang Branch VI-VIII 30

7. 20-05-2014 Surabaya-Gempol Branch VI-VIII 30




11. 27-08-2014 Belmera Branch VI-VIII 30

12. 27-08-2014 Purbaleunyi Branch VI-VIII 30


14. 15-09-2014 Purbaleunyi Branch VI-VIII 30




18. 06-10-2014 Head Office V 60

19. 07-10-2014 Head Office IV 40


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

Agus Purnomo

• Joined Jasa Marga in 1988 and

was appointed Head of Internal

Audit on 02 February 2015 based

on the Decision of Directors

No.008/AA.P-6a/2015 dated 02

February 2015.

• Clompleted Bachelor’s Degree

in Civil Engineering from 10

November Institute of Technology

Surabaya in 1987. Previous key

positions at Jasa Marga included

GM Cawang-Tomang-Cengkareng

(2014) and Surabaya-Gempol

Branch Manager (2008-2014).

• Age as of 31 December 2014

was 51.





Management Report



Risk Management ReportWith a vision to become a developer and leading

toll road operator in Indonesia, Jasa Marga adopts

modern technology and management systems

to continuously improve the competitiveness of

the Company. One important element in modern

management is the management of risks.

In carrying out its business activities, the Company

realizes that risks are inseparable from each of its

operational activities and may influence business

results and performance of the Company. Given the

toll road business requires large investment with

long-term returns and has high uncertainty during

construction and operation, the application of risk

management is becoming increasingly important for

Jasa Marga in running its business.

Risk Management is carried out by means of

systematic, structured and integrated approach to

anticipate uncertainty or possible loss in the running

of the Company and it consists of three (3) main

fields, i.e. the development of toll road, the operation

of toll road and the development of other businesses

(non-toll road) as well as the supporting 4 fields

(finance, human resources, and IT) and other fields,

in accordance with the fields of RJPP (Corporate

Long-Term Plan) 2013-2017

DEvELOMENT OF JASA MARGA RISK MANAGEMENTSince 2007, Jasa Marga started the implementation

of Risk Management system with the basis of AS/

NZS 4360:1999 standard, which was decided by

Decision of the Directors No. 139/KPTS/2007 on

Risk Management Manual. With the issuance of

ISO 31000:2009 on 31 October 2009, Jasa Marga

conducted management review to amend the

guidelines on implementation of risk management

with the new standard of Enterprise Risk

Management (ERM) orientation by the issuance of

Jasa Marga Directors Decision No. 129.2/KPTS/2010

on Risk Management Policy and Manual of Risk

Management in PT Jasa Marga (Persero) Tbk.

Jasa Marga’s journey in implementing Risk

Management is shown in the following Roadmap of

Jasa Marga Risk Management System Development.

This Roadmap is updated every year to adjust

with the latest development as well as internal and

external policies of the Company.







Roadmap of Jasa Marga Risk Management System Development

RiSK CUlTUREiMPlEMEnTATion & MoniToRinG

inTEGRATion wiTH oTHER PRoCESSES

Result of Risk Maturity level

All strategic decisions consider

risk analysis result

The Company is prevented from the

Risk of loss

11 Principles

of iSo 31000 : 2000

20172015-2016

2013-2014RJPP Targets

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

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 Management-Based 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. 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 Audit5. Development of Risk

Maturity Model6. 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

2007-2017 Roadmap

Process of Transformation Management

GAP

RISK MANAGEMENT POLICIESThe Board of Directors set a Risk Management

Policy as a benchmark in achieving the Company’s

Long-Term Goals and Risk Management Manual

as an embodiment of commitment to the

implementation of risk management throughout

the entire organization and integratedly, in order to

support certainty and provide a framework for risk

management in a systematic and measured way in

accordance with the international requirements.

Risk Management Policy and Risk Management

Manual in the Company adopts the ISO 31000:

2009 as reference which is contained in the

Decision of the Board of Directors of Jasa Marga

No. 129.2/KPTS/2010 on Risk Management Policy

and Risk Management Manual in PT Jasa Marga

(Persero) Tbk.

In addition to ISO 31000: 2009, the Company’s

risk management also refers to the Regulation of

the State Minister of State-Owned Enterprises No.

PER-01/MBU/2011 on the Implementation of Good

Corporate Governance (GCG) in State Owned

Enterprises, which has been revised by Minister of

State Owned Enterprises No. PER-09/MBU/2012

on the amendment to the Regulation of the State

Minister for State-Owned Enterprises No. PER-01/

MBU/2011 on the Implementation of Good Corporate

Governance (GCG) in State Owned Enterprises.

The signing of risk management policy by

all Directors shows Directors’ commitment,

seriousness and awareness of the importance of risk

management in the Company’s sustainability and

target achievement.





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 2010DIRECTORS OF PT JASA MARGA (PERSERO) Tbk

Finance Director

Ir. Reynaldi Hermansjah

Operation Director

Ir. Adityawarman

President Director

Ir. Frans S. Sunito

Business Development Director

Ir. Abdul Hadi HS., MM

Human Resources Director

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 STRUCTUREThe 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.







Risk Management Governance at Jasa Marga is as follows:

1. Board of Commissioners.

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

INTERNAL AUDIT

PROjECTS

Risk Officer

Risk Assessor

BRANCHES

Risk Officer

Risk Assessor

SUBSIDIARIES

Risk Officer

Risk Assessor

DIvISIONS

DIRECTORSRISk

MANAGEMENT COMMITTEE

BOARD OF COMMISSIONERS

BUSINESS RISk AND INvESTMENT

COMMITTEE

Risk Officer

Risk Assessor

RISk & QUALITy MANAGEMENT

DIvISION

Risk Officer

Risk Assessor

EPRPTEAM

CORPORATE SECRETARy

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





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

Continuous improvement

Risk Management Preparation

Mandate & Commitment

Monitoring and Review

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.

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)







THE COMPANY’S RISKS AND MANAGING THEMIn line with the commitment of Jasa Marga

Directors to implementing effective and efficient

risk management, each level of the organization,

both corporate and business unit, are then required

to implement risk management by considering

priority and benefit of each work program/ project

for the Company’s sustainability. In 2014, there has

been changing in the risk management mechanism,

both on the level of risks and identification of

risks. The hope is that the changes will make the

management of the Company’s risks become more

effective and will bring positive impact on the

sustainability of the Company’s business.

In contrast to previous years, in 2014 the Company

divides the risks into four (4) levels: extreme,

high, moderate, and low. The Company’s risk

management is carried out in accordance with the

results of the review the Company’s Long Term

Plan (RJPP) 2013-2017, which is divided into a top

ten risk.

Top Ten RisksTop Ten Risks are ten highest risks as a result of

consolidation risks with the highest level of risks

status are filtered based on corporate acceptance

criteria of each work units, namely Head Office,

Subsidiary of Toll Road Company, a Subsidiary

Other Businesses and Branch Offices.

The followings are the Company’s top ten risks that

have been identified and have been prepared based

on the weight of each risk:

Description of Risks and Risk Mitigation

No. Deskripsi Risiko Tindak Lindung

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. Conducting Toll Road periodic maintenance.2. Repairing works at Simpang Susun.3. Repairing works at Bearing Pad of the Bridge.4. Patching and Surface Dressing of Toll Road.

8. Emergency situations disrupt operational activities.

Handling landslide at toll road.

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.





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

No. Risk 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. Coordinating with TPT/P2T and related agencies

2. Increasing intensity to approach land owners.3. Coordinating and encouraging related

institutions in order to speed up toll road development

3. Delay in getting permit to develop business Coordinating with related agencies to get permit.

B. Risks in Operational AspectHaving 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


1. Performance of equipment for controlling toll revenues is not optimum.

1. Installing Optical Sensor Beam (OBS) at toll booths.2. Implementing Electronic Entrance Ticket (Kartu Tanda

Masuk Elektronik – KTME).

2. Minimum level of service is not fulfilled. 1. Toll road periodic maintenance.2. Toll road patching and surface dressing.

3. Emergency situations disrupting operational activities.

1. Strengthening slope using bored pile.2. Using retaining wall for areas with not too high

embankment, and using bored pile for fault areas.3. Conducting observation periodically using supporting

equipment of slope instruments (Inclinometer, displacement pegs, etc.).

4. Toll road congestion (V/C Ratio <0.8) Providing additional lanes.

5. Toll tariff increase is delayed. 1. Complying with minimum level of services prior to audit by BPJT.

2. Using independent consultant to assess the sufficiency of SPM fulfillment prior to assessment by BPJT.







C. Risks in Financial AspectHaving 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


1. Lack of cash for operational activities.

1. 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.

2. 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.

3. Controlling payment of Other Work Fund (Dana Kerja Lain – DKL) of Branches by limiting to maximum two (2) before due date.

2. Delay in availability of investment fund.

1. Having Credit Agreement (Standby Loan) with bank in sufficient plafond that can be withdrawn at any time.

2. Coordinating with related unit regarding payment schedule and investment fund requirement plan.

3. Loss of principal of fund placement of time deposit savings.

1. Analyzing bank’s level of health.2. Placing fund based on continuous analysis of Legal

Lending Limit and Portfolio Placement Limit.

D. Risks in HR and Other AspectsHaving 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. Proposing and creating interesting compensation scheme for early retirement.

2. Evaluating work load and work pattern.

2. Unfulfillment of formation needs and job competencies, i.e. HR needs especially structural positions are not yet fulfilled.

1. Assessing employees periodically and comprehensively.

2. Creating career management system.

3. Insufficient improvement of business process, reorganization and employee recruitment

1. Reviewing recruitment system.2. Creating integrated employee development system.3. Setting up and implementing individual carrier path.4. Mapping employees’ competencies.

4. Employees are not satisified with changing in remuneration, implementation of system is not as expected in terms of schedule and quality.

1. Setting up remuneration system policy.2. Socializing new remuneration system to all

employees3. Adjusting ERP with new remuneration system.

5. Implementation of IT in the Company is not well-organized and is not integrated.

1. Approving Decision Letter on IT Governance.2. Socializing IT Governance procedure.3. Previewing IT masterplan 2014-2018.4. Socializing IT master plan.





Management Report



IMPLEMENTATION OF RISK MANAGEMENT WORK PROGRAMS IN 2014In accordance with the risk management framework,

in the 2014 the work program applies the concept of

risk management of Plan, Do, Check, Action (PDCA).

1. Risk Management Integration with the Entire Business Process of the Company.a. Creating Risk Management-Based RKAP

2015.This is a yearly program in line with the

procedure for creating Risk Management

Plan (Rencana Pengelolaan Risiko –

RPR) and Changes in Risk Management

(Perubahan Pengelolaan Risiko – PPR)

No. PK/PR/02-BMMR. In creating risk

management-based RKAP 2015, the

following stages were carried out:

i. Conducting socialization and workshop

on creating Risk Register of RKAP

2015.

ii. Creating Risk Management Plan of

RKAP 2015.

iii. Providing recommendation on the

decision of RKAP 2015.

iv. Creating Risk Profile of RKAP 2015.

In creating risk management-based

RKAP 2015, it was compulsory for the

Subsidiaries to create and report Risk

Management Plan. This was to ensure that

the risks of business operational activities

in 2014 were identified and that the risk

mitigation plans were created.

b. Review of Risk Appetite and Risk Tolerance.The Company prepared the Risk Appetite

and Risk Tolerance as a benchmark in

the achievement of corporate goals. In

connection with the review of RJPP 2013-

2017, it is necessary to review the Risk

Appetite and Risk Tolerance of the RJPP

2013-2014.

c. Preparation of Top Ten Risk 2015.The Top Risk Preparation Program 2015

is a program to consolidate risks that are

considered to have a status of high risks

level in each work units and filtered based

on corporate acceptance criteria.

Method of preparation:

i. The top Ten Risks that have qualitative

implication risks were selected from

each Toll Road Subsidiary, Subsidiaries

of Other Businesses, Branch Offices,

and Work Units of the Head Office

through the following steps:

a) Top Risk with qualitative impact

are selected based on inherent risk

status as -- “Extreme” and “High”

and has Inherent Risk Score of ≥ 10

(ten).

b) Selecting Top Risks based on

their effect on the achievement

of strategic objectives, corporate

reputation, and compliance.

ii. Consolidate Top Risks that have the

quantitative and qualitative impacts

for Top Risk 2015 of PT Jasa Marga

(Persero) Tbk. The process of

preparation of this risk profile was in

accordance with the Procedure for

Corporate Risk Profile Preparation

Number PK/PR/04-BMMR.

d. Risk Management Reports.Management reports are a requirement

and addition of the report of the

Company’s Report, as well as material for

Internal Risk Base Audit.

The risk management plan that has

been established in the Risk Profile of

the Company and its Subsidiaries in

2014, hereinafter was in accordance

with the procedures of monitoring the

implementation of Risk Mitigation No. PK/

PR/ 03-BMMR then each unit of the work/

business must carry out risk mitigation

and monitoring of the implementation

of the risk mitigation actions and the

condition of risk status. These steps are

done in hope that the risks identified

in the Company’s risk profile can be

monitored and minimized.







i. Risk mitigation implementation.

1) Work/business unit carried out

risk mitigation of RPR and PPR

of RJP, RKAP and KPI approved

by the Directors.

2) If there were some changes

in RJP/RKAP programs, each

work/business unit is then

required to reassess and create

Changes in Risk Management.

ii. Risk Management Monitoring.

Monitoring included:

1) Continuous monitoring by risk

owners on a daily basis.

2) Supervision by head of work/

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 Risk Level

INHERENT (Assessment in 2013) 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

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.

iii. Risk And Quality Management

Division evaluated and documented

the effectiveness of Risk

Management implementation.

In previous years, the management

of the Company’s risks were carried

out by monitoring the number of

risk mitigation programs which were

planned and implemented. As for

2014, the Company looked more in-

depth about the effectiveness of the

risk mitigation programs by looking

at the decline of risk level that has

been planned.





Management Report



2. Socialization, Sharing, Training and Certification of Risk ManagementAlthough 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 CertificationTo 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

Number of Participants 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.







In 2014, the Company received several

benchmarking of other companies, among

others:

1. Comparative Study on Implementation

of Risk Management at PT Jasa Marga

(Persero), Tbk by PTPN IX (Persero).

2. Comparative Study on Implementation

of Risk Base Budgeting at the Company

by PT Angkasa Pura I (Persero).

3. Comparative Study on Web-Based

Application of the Implementation of

Risk Management by PT Jasindo.

3. Application of Web-Based Risk ManagementSince 2014, the risk management plans set down

by the Company’s work units, branches and

Subsidiaries as well as risk mitigation monitoring

reports per quarter should be done through the

application of web-based Risk Management.

This method is intended to support the

administrative activities that ensure that the risk

management process becomes more efficient

as well as recorded in the database and a more

convenient and faster risk management which

can be accessed anywhere and anytime.

4. Measurement of Risk Management Implementation EffectivenessTo guarantee the implementation of

effective Risk Management that supports the

performance of organization, Jasa Marga, in

cooperation with independent consultant, has

measured the level of Risk Maturity in Risk

Management. This program is the measurement

of risk management implementation

effectiveness, in order to give guidance towards

improvement in risk management system

carried out at Jasa Marga, with the objectives as

follows:

• Obtaining data on gap and description on

how far risk management implementation is

at Jasa Marga.

• Obtaining recommendations (Strength and

OFI) as well as guidance and corrective

advice for the implementation of risk

management going forward.

Initially, Jasa Marga conducted the program of

measuring the effectiveness of risk management

implementation every two (2) years in the

hope that in between measurement programs,

the improvements of risk management

effectiveness are able to be followed up

continuously. However given many and rapid

changes in the development of the system

implemented in the Company, it is necessary

to perform measurements each year to see

the effectiveness of the implementation of the

improvement of existing systems

The model used to measure maturity level of risk

management in 2013 and 2014 has five (5) levels

describing the competencies of the Company

in implementing risk management and six (6)

Measurement Attributes.

Risk Management Maturity Measurement Model

LEvEL

InitialLevel 1

BeginnerLevel 2

CapableLevel 3

ProficientLevel 4

LeaderLevel 5

ATTRIBUTE

LEADERSHIP

RISk MANAGEMENT PRINCIPLES

PROCESS

APPLICATION

EXPERIENCE

CULTURE





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 3Process 3.09 Competent Level 3Experience 2.32 Beginner Level 2Application 3.42 Competent Level 3Leadership 3.61 Competent Level 3Principle 3.50 Competent Level 3Maturity 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 Number of Indicators Score Maturity Level

2013 6 indicators 3.12 Competent, Level 3

2014 6 indicators 3.23 Competent, Level 3







nixon sitorus• JoinedJasaMargain1997.BeingappointedVP

Risk and Quality Management since 02 February

2015 based Decision of Directors No. No.006/

AA.P-6a/2015 dated 02 February 2015.

• CompletedBachelor’sDegreeinCivil

Engineering from Bandung Institute of

Technologyin1995andMaster’sDegreein

Project Management from University of Indonesia

in 2005.

• PreviouskeypositionsatJasaMargaincluded

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

Implementation Control Department of Porong-

Gempol Toll Road Development Project (2009-

2010), Deputy General Manager Toll Collection

Management of Cawang-Tomang-Cengkareng

Branch (2008-2014) and Head of Maintenance

Supervision, Control and Evaluation Sub Division

of Cawang-Tomang-Cengkareng Branch (2006).

• Ageasof31December2014was42.

Material LitigationMaterial 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.Basedonthetypeofmeritsofcase,JasaMarga’smateriallitigationisclassifiedintoLandLitigation,

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

havematerialimpactontheCompanyanditsSubsidiaries.BasedonManagement’sestimatetosettlethe

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 2014

26 cases 14 cases 11 cases

2. Details of cases

types of Case number of Cases

Land Litigation 6 casesCorporate Litigation 3 casesIndustrial Relations Litigation 1 caseOthers 1 case

ProFiLE oF vP risK AnD QuALity MAnAgEMEnt





Management Report



3. Legas cases and its completion status.

Legal Issues

Number of Cases

Civil Cases Pidana Industrial Relations

Completed (having permanent legal force) - - 1 case

In the process of completion 10 cases - -

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.DKIInstitution: High Court of DKI JakartaParties: Plaintiff: Urip bin Nasar and Onih binti Ridi

Defendant: Jasa MargaMerits of Case: Lawsuit in relation to ownership of 9,164-m2 land on JORR Toll Road

Ulujami-Pondok Aren SectionStatus 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 13,892,624,000Impact of Case on the Company: No impact.

CASE OF SRI SUPARTINI

Case No.: 490 PK/Pdt/2007

Institution: Supreme Court

Parties: Plaintiff: Sri Supartini Cs.Defendant I: Land Acquisition Team (P2T) of Tangerang RegencyDefendant II: Department of Settlement and Regional InfrastructureDefendant 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

Impact of Case on the Company: No impact.







CASE OF FIKRI GANI

Case No.: 283/Pdt.G/2014/PN.Bks

Institution: District Court of Bekasi

Parties: Plaintiff : Fikri GaniDefendant I : Land National AgencyDefendant 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.



CASE OF MUSTAFA RAHMAN

Case No.: 1173 K/PDT/2012


Parties: Defendant I : Department of Settlement and Regional Infrastructure (Department of Public Works)Defendant II : Mayor of East JakartaDefendant III : PT Jasa Marga (Persero) TbkDefendant : Mustafa Rahman

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.







Management Report



CASE OF BENUA CHANDRA

Case No.: 704 K/Pdt/2007


Parties: Plaintiff : Benua ChandraDefendant I : Jasa MargaDefendant II-VI : Directorate General of Bina Marga CsDefendant VII : Director of PT Perkebunan Nusantara IIDefendant VIII-IX : Head of Regional Office of Land National Agency of North Sumatera Province CsDefendant X : Director of PT Kawasan Industri MedanDefendant XI-XVI : Regent Deli Serdang Cs

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.



CORPORATE LITIGATION

KASUS TIRTOBUMI II

Case No.: 180/PDT/2013/PT.DKI

Institution: District Court of East Jakarta

Parties: Plaintiff : PT TirtobumiDefendant : Jasa MargaCo-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








CASE OF WIDENING OF CIKAMPEK-CIBITUNG TOLL ROAD SECTION (BTS 1)

Case No.: 240 K/Pdt/2012


Parties: In rebuttal:Cassation Applicant : Jasa MargaCassation Respondent : Bangun Tjipta Sarana (BTS) In counter-suitCassation Applicant : Bangun Tjipta Sarana (BTS)Cassation Respondent : 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 583,053,000,000b. BTS sued (in counter-suit) Rp 4,827,233,000,000


CASE OF PT MITRA JUJUR INDONESIA

Case No.: 252/PDT.G/2014/PN.JKT.TIM


Parties: Plaintiff : PT. Mitra Jujur IndonesiaDefendant I : Jasa MargaDefendant II : PT Purnajasa BimapratamaCo-Defendant : PT Bank Sumut Jakarta Special Branch

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.







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 : Cecep Cahyadi, A.Md, Cs.Defendant : Jasa Marga

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


OTHER LITIGATION

CASE OF THAMRIN TANJUNG

Case No.: 94/Pdt.G/2014/PN.Jkt.Tim


Parties: Plaintiff 1 : Ir. Thamrin TanjungDefendant I : Attorney GeneralDefendant II : GOI C.q. Ministry of Public WorksDefendant III : Jasa MargaCo-Defendant I : PT Marga Nurindo BhaktiCo-Defendant II : PT Hutama KaryaCo-Defendant III : PT Yala PerkasaCo-Defendant IV : Konsorsium Hutama Yala

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.








LITIGATION AT SUBSIDIARIESIn 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 JakartaJakarta 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 DIRECTORSIn 2014, no litigation is faced by Members of Board of Commissioners and Directors in office.

Information on Administrative SanctionsIn 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.





Management Report



Code of Conduct and Corporate CultureEthics 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 ETHICSIn 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

in value of Shareholders in the long run are only

achievable through business integrity in each of

business activities of the Company as stated in

Business Ethics and Work Ethics.

Code of ConductThe Company has had standard of Code of Ethics

called Code of Conduct since 2010. The Code of

Conduct is arranged to for the carrying out of good

and right corporate management, hence it requires

guidelines that are intended to form and regulate

the accordance of behavior to achieve consistent

GCG implementation as the Company’s culture that

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.

Code of Conduct is the guidelines for all

individuals of the Company, starting from the

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 ConductThe 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 The Company ensures disclosure of

material and relevant information about the

performance, financial condition and other

information in a clear, adequate, accurate,

comparable and timely and easily accessible

to stakeholders in accordance with their rights.

The principle of openness does not undermine

the obligation to protect confidential

information about the Company and the

Customer and Partners in accordance with the

applicable laws and regulations.

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.







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 ConductThe 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


Employees of the CompanyEmployees assigned at Subsidiaries and other

institutions

other personnel directly work for and on behalf

of the Company

Directors





Management Report



Socialization and Efforts to Enforce Code of ConductCode of Conduct is disclosed and/or distributed

to all Jasa Marga Individuals by means of various

media of the Company, including by making use of

the information technology so that it is accessible

by all employees at any time. Periodically, through

Memo and/or Circular Letter from the Directors,

all Jasa Marga Individuals are informed of the

implementation of business ethics.

The media to disseminate the Code of Conduct,

among others, through:

• Website

• Pocket Books

• Banners

• Bulletin

• The Statement of Commitment which was signed

jointly was reproduced and put in frame and then

distributed throughout Work Units and Branches

• Company Jingle

• Ads in newspapers

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,

and Directors and Employees to implement

Good Corporate Governance in every step of the

Company, which are set out in the Integrity Pact,

which is renewed at every beginning of the year.

2. Exemplary Leadership by giving examples of

attitude and behavior that are not in conflicting

with the Company’s policies and regulations

regarding Good Corporate Governance.

In 2014, enforcement of the Code of Conduct is

carried out in several ways, among others:

1. The signing of an Integrity Pact by all elements of

the Company, which is renewed every year.

2. Socialization through the company’s internal

media (Toll Road News and Toll road Info)

3. Submitting State Officials Wealth Report

(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

cooperating with the KPK on the Gratification

Control Program. In 2014, both parties

cooperated in providing Training of Trainers (ToT)

on Gratification Control Program

6. The Establishment of Jasa Marga Gratification

Control Unit within Compliance Department, GCG

section.

7. Advertising on gratification ban in various mass

media and websites

8. Changes in the Board’s decision on Guidelines

for Handling Gratification No. 183/KPTS/2014

dated October 22, 2014 which was then printed in

pocket books and distributed to all employees of

Jasa Marga.







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 IndividualsGood 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 Handling3. Care for Occupational Safety

and Health4. 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 Individualsb. Relationship with

Governmentc. Relationship with

Shareholdersd. Relationship with Toll

Road Users and Other Customers

e. Relationship with Business Partners

f. Relationship with Competitorsg. Relationship with Creditors/

Investorsh. Relationship with Suppliers/

Contractori. Relationship with Community and

Surrounding Environmentj. Relationship with Mass Mediak. Relationship with Subsidiaries

6. Ethical Standard of the Management and Employeesa. Superior to Subordinateb. Subordinate to Superiorc. Between Colleagues

7. Intellectual Property Rights

1. Commitment of Jasa Marga Individuals2. Maintain Good Image of the Company3. Maintain Good Relationship among Jasa Marga

Individuals4. Maintain Confidentiality of the Company5. Maintain and Use the Company’s Assets6. Maintain Occupational Safety, Health and

Environment7. Immoral Conducts, Narcotics, Illegal Drugs, Gambling

and Smoking8. Conduct Data Recording and Reporting9. Avoid Insider’s Trading10. Gratification Handling11. Avoid Conflict of Interest12. Political Activities

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 CULTUREThe 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.





Management Report



Statement of Corporate Culture of the CompanyThe Company has decided corporate culture better

known as Corporate Values. To make adjustments

towards the direction of long-term growth and

development of the Company with great potential

in toll road business in the future awaits, as well as

to achieve the Company’s Vision and Mission, the

Company then changed its Corporate Values in 2013

into: Jujur (Trustworthy), Sigap (Agile), Mumpuni

(Qualified), and Respek (Respectful). The four values

serve as the foundation in the interaction between

Jasa Marga Individuals and the stakeholders.

The Corporate Values have been approved by the

Board of Commissioners and Directors with the

Decision of Directors No. 50/KPTS/2013 dated 01

March 2013 on the Vision, Mission and Corporate

Values. To indicate its seriousness and to monitor

the effectiveness of the implementation of its Values,

the Company has formed guidelines for socializing

and evaluating the Vision, Mission and Values of the

Company with the issuance of Decision of Directors

No. 173/KPTS/2014 dated 15 October 2014.

Principles of Corporate CultureThe 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 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.

Socialization of Corporate valuesThe 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.







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

JASA MARGA MSOP/ESOP PROGRAMJasa Marga does not have MSOP/ESOP program

yet has Program Penjatahan Saham Karyawan

(Employee Stock Allocation – ESA). The main

objective of this program is in order that employees

have a sense of belonging that is expected to

accelerate their productivity; hence enhancing the

Company’s overall performance and ultimately

increasing the Company’s value for all stakeholders.

ESA program consists of:

1. Bonus Share

Commissioners (other than Independent

Commissioner), Directors and all permanent

employees of Jasa Marga meeting certain criteria

received Bonus Shares at the time of the Initial

Public Offering in the amount equivalent one

month’s salary of the month of June 2007. Jasa

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 SHARESIn 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

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).

PERIOD OF ESAIn 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.

REqUIREMENTS FOR ENTITLED EMPLOYEES AND/OR MANAGEMENTBased on Decision of the Directors No. 182.1/

KPTS/2007 on Shares Ownership Program for

Employees and Management of PT Jasa Marga

(Persero) Tbk. during the Privatization Process of

PT Jasa Marga (Persero) Tbk., participants of ESA

program are the Company’s Permanent Employees,

Directors, Board of Commissioners excluding

Independent Commissioners, Secretary of Board

of Commissioners, and Secretaries to Directors, all

listed in the Administration of Information System of

Human Resources Management of the Company on

31 October 2007.

ExERCISE PRICEAs it is ESA Program, there is no exercise price. The

share price at the IPO was Rp 1,700 per share.

Equal Treatment to All ShareholdersJasa 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.





Management Report



In GCG assessment in 2014 carried out by

independent party, in the aspect of Shareholders

and GMS, the Company achieved the score of

96.63% with the predicate of very good.

Whistleblowing SystemWhistleblowing 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

in the Company.

As part of its commitment to continually

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.

The Company has provided a means of

whistleblowing system called JASA MARGA

AMANAH (Trustworthy Jasa Marga) available for

all Jasa Marga Individuals as well as external parties

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.

Sanctions for misconducts may range from verbal

warning, warning letter (I, II, III), to termination of

employment. The Company does not tolerate any

violation related to integrity.

Whistleblowing System Management team

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

Deloitte Konsultan Indonesia that was selected

through the process of procurement of goods/

services at the Company.

Membership of Whistleblowing System Management

Team is as follows:

Members of Whistleblowing System Management Team

Member Composition Position in Team

Head of Internal Audit Chairman and MemberCorporate Secretary Secretary and MemberVP Legal MemberGM Human Capital Services MemberVP Risk and Quality Management

Member

BASIS OF IMPLEMENTING WHISTLEBLOWING SYSTEM1. 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.







OBJECTIvES, PURPOSES AND BENEFITS OF WHISTLEBLOWING SYSTEMThe 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 SYSTEMInternal 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 live4. 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 SYSTEMThe 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





Management Report



MEANS OF WHISTLEBLOWINGWhistleblower 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]

P.O Box 2332, JKP 10023

@

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.

MECHANISM OF RECEIvING REPORTS IN WHISTLEBLOWING SYSTEMThe 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

Deloitte analyst will give unique reference number to

whistleblower

Deloitte forensic

investigator reviews call log, make

investigation report and follow up

recommen-dations

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







FLOW OF WHISTLEBLOWING SYSTEM PROCESSWhen 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

Notes:

1. Whistleblower will always get

feedback and status of the report

submitted

2. Flow of Whistleblowing

If Employees and Board

of Commissioners are

being reported, report is

addressed to WBS Team

If WBS Team is reported,

report is addressed to

Directors

If Directors are reported,

report is addressed to Board

of Commissioners

Reported to Directors

Reported to Board of

Commissioners

Report on Results of

investigation

Decision of Directors/Board of

Commissioners

Fulfill Criteria?

Further investigation?

whistle-blower

Preliminary Analysis by wBS

Team

internal investigation

Special investigation

wBS Team

Punishment in accordance with applicable procedures

Respond/Feedback

Forwarded to Related Function

Case Closed

whistle-blower

PROTECTION FOR WHISTLEBLOWERThe 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.





Management Report



IMPLEMENTATION OF WHISTLEBLOWING SYSTEM IN 2014Throughout 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 Total

Phone 2

SMS 3

Website 0

Email 2

Faximile 0

PO BOX 1

Procurement of Goods and ServicesThe 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

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.







THE COMPANY’S ETHICS IN PROCUREMENT OF GOODS AND SERvICESThe Company carries out the procurement of goods

and services based on the principles of competitive,

transparent, just, fair, and accountable. Ethical

conducts expected in the relationship with providers

of goods and services among others are as follows:

• Decision of goods and services provider is

required to be based on product quality, after-

sales services, warranty, performance and track

record, while prioritizing the interest of the

Company.

• Respect the rights and obligations in accordance

with agreement and provisions of law.

• Nurture open communication during the

implementation of procurement process in order

to fulfill the rights and obligations of all parties.

• Evaluate providers of goods and services and

take stern action against unethical providers of

goods and services.

IMPLEMENTATION OF E-PROCUREMENTTo prevent KKN practices, apart from the needs

for improvement of system and procedure for the

procurement of goods and services to be more

transparent and accountable, it is also necessary

to find alternatives meeting the principles of Good

Corporate Governance (GCG), particularly the

principles of transparency and fairness.

Within the state-owned enterprises (SOEs), the

State Minister for SOEs has issued Regulation of

State Minister for SOEs No. Per-01/MBU/2011 on

Implementation of Good Corporate Governance at

State Owned Enterprises, that explicitly explains

Information Technology Corporate Governance.

With the existence of the said Regulation, SOEs

are required to implement the principles of Good

Corporate Governance (GCG) in the aspects of

business and corporate Management at all levels

with IT support.

To realize the commitment of GCG implementation

and Integrity Pact, Jasa Marga has been consistent

in managing procurement process and partnership

using e-Tendering system through the application of

Electronic Procurement System (Sistem Pengadaan

Secara Elektronik-SPSE)/eProcurement, which

minimizes physical contact between suppliers/

partners with committee since the entire Processes

of Tender and negotiation Are computer-based;

hence ensuring fair and transparent process.

The benefits among others include fast tender

process, decision on candidates of tender

participants electronically in accordance with

requirements, selection of winner electronically as

well as other benefits in relation to improved quality

of process, fairness of price, justice, transparency

and intervention prevention.

e-Procurement is the process of goods/services

procurement conducted electronically and web/

internet-based, using the facility of communication

and information technology encompassing

electronic general tender organized with electronic

procurement service (Layanan Pengadaan Secara

Elektronik – LPSE).

In line with Decision of Directors No. 149/KPTS/

DIR/2013 dated 30 August 2013, through General

Affairs Division, LPSE is created with the assistance

of Government Goods and Services Procurement

Policy Agency (Lembaga Kebijakan Pengadaan

Barang/Jasa Pemerintah-LKPP). The Company

deems not only does e-Procurement increase

transparency, but also improve efficiency as price

and cost of transaction is lower, and procurement

cycle is shorter; hence preventing corruption while

boosting work productivity.

INTEGRITY PACT OF BUSINESS PARTNERSThe Company makes it compulsory for vendors and

business partners to sign Integrity Pact in relation to

the procurement of goods and services.

Integrity Pact of Jasa Marga Individuals

In every process of goods and services procurement,

the Company also requires that Jasa Marga

Individuals sign Integrity Pact to show that there

is no conflicting interest and that transparency is

implemented in the process of procurement of

goods and services.





Management Report



Governance of Information TechnologyJasa Marga is committed to always apply the

practices of Corporate Governance (GCG) with

high quality and standards that is the mandate of

the Regulation of the Minister of State Enterprises

No. PER-09/MBU/2012, which states that “SOEs are

required to implement the company’s operations

by adhering to the principles of good corporate

governance, namely Transparency, Accountability,

Responsibility, Independence and Fairness”. GCG

is more than that. The Company realizes that the

obligation to implement the Company’s good

corporate governance needs to be supported

by the application of Information Technology

Governance (IT Governance) into the business

processes of the Company.

Given that the IT governance is a derivative

of the GCG and one indicator of success GCG

implementation is with the implementation of

IT governance, the implementation of good IT

governance can be done well if the organization

has implemented GCG well. This is why the initiative

of the Company to carry out the assessment

on the level of maturity (maturity level) of IT by

cooperating with an independent agency.

The assessment is done by using COBIT as a

framework developed by the IT Governance

Institute (ITGI). The existing processes in COBIT

framework covers Plan and Organization; Acquire

and Implement; Deliver and Support; and Monitor

and Evaluate. Based on the above approach,

the results of the assessment of information

technology governance in the form of assessment

of IT governance maturity level Jasa Marga with

a total score of 3.02 out of a maximum score of

5. Achieving a total score of maturity level of IT

governance Jasa Marga is compliant in the PER-

02/MBU/2013 that the target maturity level of IT

governance of SOEs in the next 5 years is at least 3.

Furthermore, the Company plans to construct

several stages of refinement Maturity Level

Improvement Plan Jasa Marga, which aims to

identify the most potential IT processes to be

developed to support the IT strategy and business

strategy forward with more optimal, and then

regularly reviews the implementation result of the

improvement.

External AuditorThe 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 Public Accounting Firm Contract (Rp) Implementing Partner

2010 HLB Hadori Sugiarto Adi & Rekan 660,557,500 Drs. Hartono, Ak., CPA

2011 HLB Hadori Sugiarto Adi & Rekan 1,065,000,000 Drs. Hartono, Ak., CPA2012 RSM Aryanto, Amir Jusuf, Mawar & Saptoto 1,622,500,000 Saptoto Agustomo2013 RSM Aryanto, Amir Jusuf, Mawar & Saptoto 1,245,750,000 Saptoto Agustomo2014 RSM Aryanto, Amir Jusuf, Mawar & Saptoto 1,452,000,000 Saptoto Agustomo







AUDIT OF FINANCIAL STATEMENTS OF FINANCIAL YEAR 2014For the purpose of auditing the Financial Statements

of the Company and its Subsidiaries, the Company

has appointed a public accounting firm that is

registered at Bapepam-LK, i.e. Public Accounting

Firm RSM Aryanto, Amir Jusuf, Mawar & Saptoto.

The appointment of the said public accounting firm

has been decided at GMS on 11 March 2014 based on

the recommendation of the Board of Commissioners

of the Company.

The scope of Audit conducted by Public Accounting

Firm RSM Aryanto, Amir Jusuf, Mawar & Saptoto

includes audit of the Company’s Consolidated

Financial Statements Financial Year 2014 and

Financial Statements of Partnership and Community

Development Programs of the Company for

Financial Year 2014.

PROCESS OF APPOINTING ExTERNAL AUDITORThe appointment of External Auditor was carried

out through the following mechanism:

1. Audit Committee evaluated Public Accounting

Firm.

2. Audit Committee reported the Procurement

of the Service of Public Accounting Firm

for Financial Year 2014 to the Board of

Commissioners.

3. Board of Commissioners informed the Directors

by letter of the Board of Commissioners No.

DK-0035/II/2014 dated 21 February 2014 on

Decision of Public Accounting Firm to Perform

General Audit of PT Jasa Marga (Persero) Tbk for

Financial Year 2014.

4. Board of Commissioners proposes to GMS to

approve the appointment of Public Accounting

Firm.

OTHER SERvICESThe party appointed by the Company as External

Auditor does not provide other services other

than audit services on the Consolidated Financial

Statements and Financial Statements on PKBL. The

total cost incurred for the audit of the Consolidated

Financial Statements 2014 was Rp 1,452,000,000

(one billion, four hundred and fifty-two million

Rupiah) including VAT and excluding Out of Pocket

Expenses (OPE). KAP RSM Aryanto, Amir Jusuf,

Mawar & Saptoto who was appointed to perform

the audit has completed their work independently

according to professional standards of public

accountants and employment agreement as well as

the scope of the audit that has been set. The time

to carry out the audit started since the contract was

signed by the Parties until 31 January 2014.

Structure of External Auditor Team at Jasa Marga in 2014

DirectorSaptoto Agustomo

Implementing PartnerLeknor joni

Endang Pramuwati

quality Assurance ServiceDedy Sukrisnadi

Independent PartnerAmir Abadi jusuf

Team LeaderDewi Novita Sari

Auditor and Compliance AuditorRahmat, Resti Anggretasari, Edi Riyanto, Andre Revindo, Muslim Sahputra, veronica Hutajulu,

Liffi Ferineti, Eric Steddy, Dian Fikri, Arief Prima Raharjo, karina Ulo

Tax SpecialistFelix T. Purba

IT SpecialistBilly Eduardo





Management Report










EDUCATION PROGRAMS

ORIENTED TO TOLL ROAD MANAGEMENT

ACTIvITIES

DEvELOPMENT OF NEW AND

RENEWABLE ENERGY WHILE PIONEERING

POLLUTION PREvENTION - INDONESIAN GREEN

AWARD (IGA) 2014 CONSUMER PROTECTION





Management Report









Jasa Marga focuses its educational programs that are oriented toward toll road operational activities as part of its corporate social responsibility


General Strategies and PoliciesAs 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.





Management Report



Ecological ResponsibilityThe 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.

POLICIESIn 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.

ACTIvITIES CARRIED OUTThe 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

cleanliness of the environment in accordance

with the Circular Letter issued by the Director

of Operation No.: 18 / SE-DIR/2011 dated

November 30, 2011 in order to maintain the

environment in the area along the toll road

operations. The familiarization of the program

was undertaken when delivering the assistances

to the Company’s partners (Mitra Binaan).

4. Planting and the conservation of bintaro tree

conducted by the Company’s subsidiary

PT Jalantol Lingkarluar Jakarta as much as

3,000 trees.

5. Launch a campaign to familiarize the Decree No.

165/KPTS/2013 on Guidelines for Environmental

Management Systems through education and

training for employees.

These activities are manifestation of the contribution

of the Company on nature preservation, which brings

about positive impact on the environment and helps

resolves global warming and climate change.

IMPLEMENTATION OF ENvIRONMENTAL MANAGEMENT SYSTEMIn 2014 the Company has started to carry out

inspections on environmental management system at

the Company’s branches and subsidiaries. The aim of

the inspections is to identify environmental aspects

and environment impacts of the Company’s operation

and evaluate the implementation of the environmental

management system. This has been carried out at

five sampling locations, namely : the Jasa Marga head

office, Jakarta-Tangerang Branch , Purbaleunyi Branch,

CTC Branch and PT Jasamarga Bali Tol.

While the training activities related to environmental

management system has been attended by 30

representatives from all branches as well as some

business units of the Company’s head office. The

training covers awareness of ISO 14000, emergency

drills and B3 waste handling.

FINANCIAL IMPACT OF THE ACTIvITIESIn order to optimize the implementation of

environmental management programs and activities,

the Company has allocated funds for environmental

management. In 2014, the Company has allocated

funds for environmental management amounting Rp

31.23 billion.

ENvIRONMENTAL CERTIFICATION The ISO 14000 environmental certification has been

applied at the Jakarta-Tangerang Branch. Other branches

have also implemented the environmental management

system, however they are not certified yet.





Management Report



Labor and Occupational Health & Safety ResponsibilityThe 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

PolicyWith 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

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.







Compliance to the Employement Laws and Regulations

A. Managing Relationship between Employees and Management

The relationship between employees and the

Management of the Company has been nurtured

well. The Employees Union of Jasa Marga (SKJM)

is an organization which is entitled to represent

the employees in communicating with the

Management and have actively involved in the

PKB negotiation with the Management.

B. Employment Relationship1. Formation, placement, transfer and employee

development (Equality in HR Recruitment)

The HR recruitment of Jasa Marga is

focused on regeneration of leaders, which is

implemented through competency-based carrier

management.

The principles of competency-based carrier

management in the Company is as follows:

a. Openness

The opportunity to move to another carrier

path and ensure that vacancies are open to

all employees in accordance with applicable

regulations.

b. Selective

Carrier switching is carried out in accordance

the ordinances and procedures applied by the

Company in order to get the best candidate.

c. Motivation

Placement is done by considering the needs

of the Company and motivate employees to

advance their carrier.

d. Non-discriminatory

Every employees have the same carrier

opportunities without considering the ethnicity,

religion, gender, age and disability. As for those

who are experiencing permanent disability, the

condition of workplace and the type of work that

suits them still need to be taken into account.

2. Gender and Employment Equality

Jasa Marga does not have internal employement

policy which distinguishes employees based on

gender. All regulations are applied consistently

and equally to the whole employees without

distinguishing their gender. Similarly, the

employment opportunities that are offered

apply to all employees.

3. Competencies Development

Strengthening human resource competencies is

done through conducting training and education

in order to develop the employees’ soft skills

and hard skills competence, both skills that are

directly or indirectly related with the strategic

business and operational of the Company. The

improvement programs and competency training for

employees are currently organized through the the

establishment of Jasa Marga Development Center

(JMDC).

4. The career management system and talent

management system

The movement of employees carrier either in the

form of promotion or rotation increases in 2014

compared to the year of 2013. The year of 2014 was

a transition time in the implementation of Carrier

Management System, by which the Company

improved the carrier management system to a

competence-based carrier system with a clustering

position approach. The new carrier management

system was implemented based on the Directors’

Stipulation Number: 100/KPTS/2014 dated June 16,

2014, which will be implemented from 2015.

5. Employees Rewards

On regular basis, Jasa Marga gives appreciation to

employees who make achievement in supporting

the operational activities of the Company (through

a competition for the Best Operational Officer),

employees who have the highest loyalty to the

Company (by giving a placard). The award was

aimed at motivating employees to contribute more

in the future.

C. Working Days and Working Hours To avoid excess exploitation of labor, the Company

has determined working hour limits for workers.

Working hours are adjusted with the location of

the working area and the nature of the work. The

Company applies normal working hours and working

in shifts.

Working days for employees who are not affected

by rotation system are 5 days with a working time

of 8 hours a day and a maximum of 40 hours per

week. Whereas employees who are affected by the

rotation of work (shifts) are set for 7 hours a day and

a maximum of 40 hours per week.

In the case of employees working exceeds the

working hours that are specified, then the employee

will be given compensation in the form of overtime

wages in accordance with legislation.





Management Report



F. Welfare1. Social Security for Employees

The Company registers all employees

to become participants of the Workers’

Social Security scheme, in accordance

with the applicable laws and regulations.

2. Group Insurance Program for Employees

Exposed to High Risk Operations

Given the magnitude of the risk of

employees working in operational works

in the street, the Company provides

additional benefits by registering

employees, whose duties and functions

force them to be in the field, in the

Accident Insurance Program.

3. Pension Plan

Jasa Marga employees are covered

by the Fixed Benefit Pension Plan

(Program Pensiun Manfaat Pasti/PPMP)

and Fixed Contribution Pension Plan

(PPIP). The PPMP is managed by the

Pension Fund of Jasa Marga (DPJM),

established by the Company. The PPMP

Program covers employees who have

begun working in the Company prior to

July 1, 2012. While PPIP is managed by

Pension Fund Financial Institution (Dana

Pensiun Lembaga Keuangan/DPLK).

Some employees who have who started

working in the Company since July 1, 2012

have been registered at PPIP.

4. Retirement Program

This program is given to employees in

which benefits are given when they stop

working at normal retirement age. They

are entitled to receive 24 x PhDA, while

employees who retire prior to normal

retirement age and before entering the

retirement age through acceleration

path will receive benefits proportionally

in accordance with the rules of the

Company.

5. Old Age Security program (JHT) BPJS

Employment

The Company registers all employees at

the Old-Age Security Program (JHT) of

BPJS Employment. The monthly dues of

JHT are calculated based on proportion

of income, in which the employee pays

2% and the employer covers 3.7% of the

dues.

D. Employee Holidays and Leaves The Company provides holidays and annual

leave, including weekly day-off, national public

holidays, annual leave, sick leave, maternity

leave, leave because of important reasons,

joint-holidays and long break.

E. Employees Remuneration The Company understands that the

compensation and benefits given by the

Company influences the favorable performance

and turnover of employees. Therefore the

Company provides competitive remuneration

package for employees consisting of a monthly

salary, various allowances and facilities,

among others pension and health cover in

accordance with the applicable regulations

and are regularly evaluated so that the salaries

condition of employees are in accordance with

the market price.

1. Payroll

Appropriate monthly work compensation.

The lowest compensation level for

employees’ service provided by the

Company is Rp3,608,000. This amount

is 180% greater than the minimum

wage level for the respective region.

The provision of compensation and

promotion for competent employees are

given without distinguishing their gender

and SARA (ethicity. Religion, Race and

societal groups).

2. Religious Allowance

As a form of appreciation for employees

and evidence of diversity in the Company,

all employees religious festivity allowance

(Tunjangan Hari Raya) is granted in

accordance with the religion of the

employee.

3. Performance Incentives

The Company provides performance

incentives in exchange for the

performance of employees in their

respective posts. Performance

incentives consist of Traffic Incentive

for employees working in operational

aspect of the Company as a bonus

award for the achievement of the

Company’s performance, and Long-Term

Performance Incentive.







6. Health Insurance

Health insurance benefits are in the form

of health facilities which will be received

during retirement age. With these

retirement benefits, the retirees will feel

comfortable about the health expenses

that they may need at anytime.

G. Employees Mentoring The Company ensures that all employees both

superiors and subordinates determine the

obligations and responsibilities respectively to

avoid breaching of disciplines.

Activities Carried Out/Applied1. Provision of appropriate employment

compensation. Jasa Marga understands that

compensation and benefits that are granted by

the Company influence the performance and

turnover of employees. Therefore, the Company

strives to provide the best compensations that

exceed the provisions of the applicable laws

(UMR), by taking into account the Company’s

ability and without burdening the employees

with excess working hours. The lowest

compensation provided by the Company is Rp

3,608,000. The minimum salary is 180% greater

than the minimum wage in the relevant area.

2. The Company supports the establishment of a

number of associations and unions which are

intended as employees forum for channeling

the aspirations and arts talent and sports such

as LKS Bipartite, Jasmapala, and Baporseni

(Sports and Art event).

3. Transparency and Equality in HR Recruitment

The Company announces the recruitment

and selection of new employees program

through the official website of the Company

namely www.jasamarga.co.id, cooperation with

newspapers that are circulating on national

scale, state enterprises websites, the official

twitter of the Company, online media, posters

and career development programs of various

leading universities in Indonesia. The Company

upholds the principle of equality where the

applicants come from a variety of ethnic,

region, religion, race and gender.

4. Signing of the 2014-2016 PKB which contains

agreements between the Management with the

Employees Union of Jasa Marga (SKJM) on July

23, 2014.

5. Development of Competencies

The educational and training programs are

conducted by Jasa Marga Development Center

(JMDC). Throughout 2014, JMDC has facilitated

education and training activities attended by

a total of 17,376 persons, with training based

on the category of operational and non-

operational totaling 9,715 participants.

6. Gender and Employment

Policies in terms of employment, both staffing

and placement of employees as well as

carrier development in the Joint Employment

Agreement (PKB). Jasa Marga fills the

Company’s positions and develop employees

carrier transparently without discrimination

(gender, race, ethnic, religion), by prioritizing

internal sources of the Company by considering

the employees performance, ability and

competence.

7. Conducting trainings to improve the skills

of employees who are entering the Pre-

Retirement Period (MPP).

8. The provision of compensation and promotion

based on the employees’ competence without

distinguishing their gender and race.

9. Employee Satisfaction Survey

The Company regularly conduct surveys on

employee satisfaction, so that the Company

can receive direct feedback from employees.

Through this survey, it is expected that each

employee of Jasa Marga may give his or her

views on various aspects that determine

the level of job satisfaction and can deliver

advice and input to the Management Services

related with general issues to improve level of

satisfaction and productivity of Jasa Marga’s

employees.





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 Tahun Skor

1. 2013 1.97

2. 2014 2.17

9. 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 2011 2012 2013 2014

Number of Employees who have resigned 1 2 1 2 3

Number of Employees 5,303 5,154 5,075 4,883 4,691

Percentage (%) 0.02 0.04 0.02 0.04 0.06

Awards ObtainedWith variety of efforts to transform the system, in

2014, the Company received an award from several

institutions such as Index Human Capital Study

Award 2014-The Best for Human Capital Initiative,

HR Excellence Award 2014 – in the category of

HR Transformation and Reward Management with

Good grade, and 2nd Business Review as The Best

Corporation for Learning Organization of The Year.

Future targetsThe long-term target of the Company is to

prepare cadre employees who are ready to lead

and developing the Company’s business in the

globalization era. Efforts undertaken by the

Company are, among others, providing scholarships

for S2 and S3 level and leadership training with a

focus on global acumen.

Financial Impact of Employment ActivitiesThe Company continuously performs decent

employment practices to continue to maintain

employees as a major asset. In an effort to perform

this labor practices, the Company has spent Rp 1.031

billion throughout the 2014.

OCCUPATIONAL HEALTH AND SAFETY

PoliciesThe Company is quite serious about implementing

the Management of Health and Safety System

for employees through policies, targets and K3

governance structure and conducting a review

every year. Jasa Marga’s commitment to implement

occupational health and safety in the working

environment is embodied in the set of corporate

policies, which has been arranged in the Board of

Directors’ Stipulation No. 162/KPTS/2010 September

30, 2010 on Manual System of Occupational Health

and Safety Management (SMK3) as well as the

Guidelines for Occupational Health and Safety at

Project Construction Company and Circular Letter

No.20/SE-DIR/2010, dated August 3, 2010 on Safety

and Occupational Health (K3).

With the Government Regulation No. 50 in 2012

on the Application of Occupational Health and

Safety Management System which requires the

Company to implement the Occupational Health







and Safety Management System (SMK3), then in

2014 the Company review the policy and manual

of the existing Occupational Health and Safety

Managemetn System and began implementing it

in 2015.

The Occupational Health and Safety Managemetn

System aims to protect employees, customers,

assets, partners and the environment from

potential hazards that may occur. Since 2011 the

K3 management has been focused to achieve zero

accident rate. The program is organized based on

the Employment and K3 rules of the local Manpower

Department Office and are evaluated and assessed

each year.

Dasar Pelaksanaan Sistem Manajemen Keselamatan dan Kesehatan KerjaBasis of the Implementation of Occupational Healthy

and Safety Management System

The basis for the implementation of Occupational

Health and Safety Management Systems (SMK3) in

the Company refers to the regulations as follows:

a. Law No. 01 of 1970 on Safety at Work.

b. Law No. 13 of 2003 on Employment:

• Article 86, that a worker/labor has the

right to obtain protection on occupational

health and safety.

• Article 87, that every company is required

to implement the Occupational Health

and Safety Management System, which

is integrated the company’s management

system.

c. The Indonesian Government Regulation No. 50

of 2012 on the Implementation of Occupational

Health and Safety Management System.

d. Occupational Health and Safety (OHSAS)

18001: 2007.

e. Decision of the Board of Directors No. 129/

KPTS/2010 dated July 22, 2010 about the

Quality and K3 Policy, Quality Management

Manual and Guidelines for Sustainable

improvement within PT Jasa Marga

(Persero) Tbk.

f. Decision of the Board of Directors No. 162/

KPTS/2010 on Manual of the Occupational

Health and Safety Management System (SMK3)

and Guidelines for Occupational Health and

Safety fo the Project Construction Company

within PT Jasa Marga (Persero) Tbk.

g. Board of Directors’ Circular Letter No. 20/SE-

DIR/2010 concerning Occupational Health and

Safety (K3).

h. Regulation of the Minister of State Enterprises

No. PER01/MBU/ 2011 on Good Corporate

Governance (GCG) in State Owned Enterprises

(SOE):

• Article 36, the Board of Directors shall

ensure that the assets and business

premises as well as facilities of other

SOEs, comply with the regulations with

regard to occupational health and safety

as well as preservation of environment.

Implementation of Occupational Safety and Health Management SystemIn accordance with the Joint Employment

Agreement (Perjanjian Kerja Bersama/PKB)

between the Company and the Employees Union

of Jasa Marga for 2012-2014 period, it was agreed

to implement the Occupational Health and

Safety integratedly with the Company’s existing

management system. The implementation of Health

and Safety activities were conducted through

various programs and activities, which encompass

efforts for preventive, treatment (curative), health

maintenance and health recovery (rehabilitation).





Management Report



Governance Structures of Occupational Health and Safety Management SystemIn 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 Branch

ChairmanPresident Director

SecretaryVP Risk & Quaity

Management Division

Members;1. All vP

2. General Manager3. Project Leader4. Safety Officer

5. SKJM Representative

ChairmanGeneral Manager

SecretaryGeneral K3 Expert

Members:1. All Deputy General

Manager2. All Managers3. Safety Officer

4. Representative of SKJM

Organizational Structure of P2K3 Corporate

Program Keselamatan dan Kesehatan Kerja Occupational Safety and Health Program

Various activities were carried out related to K3

program during 2014, including:

1. Enhancement of K3 Personnel Competencies.

To ensure the work environment is safe, it

needs to be supported by personnels who

understand the safety and occupational health.

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

of the requirements on health and safety at

workplace. Based on the appointment, the

experts monitor, inspect, test, analyze, evaluate

and provide requirements as well as conducting

safety and health coaching. In order to comply

with the provisions, in 2014, the Company

has carried out training at the Head Office,

Branches and Subsidiaries officies, as follows:

Competencies Total

General K3 Experts 4 People

Re-certificaiton of Junior K3 Experts

10 People

SMK3 Auditor 25 People

K3 Lift Technicians 4 People







K3 Competencies of Employees at the Head Office, Branch Offices, Project Offices and Subsidiaries in 2014

Competencies Well-Trained Retired/Post Employment Active

SMK Auditor 25 0 25General K3 Expert 54 2 52Expert on K3 Construction 39 4 35Safety Officer 56 3 53Hiperkes 2 0 2K3 Lift Technician 4 0 4

TOTAL 180 9 171

Distribution of Employees with K3 Competencies in 2014

Unit/Branch/Subsidiaries General K3 Expert

Expert on K3 Construction

Safety Officer Hiperkes SMK

Auditor

Head Office ü ü ü ü ü

Jagorawi ü ü ü û ü

Cawang-Tomang-Cengkareng ü û ü û ü

Jakarta-Cikampek ü ü ü û ü

Jakarta-Tangerang ü ü ü û ü

Purbaleunyi ü ü ü û ü

Semarang ü ü ü ü ü

Palikanci ü ü ü û ü

Surabaya-Gempol ü ü ü û ü

Belmera ü ü ü û ü

PT Jalantol Lingkarluar Jakarta ü ü ü û ü

PT Jasamarga Pandaan Tol ü ü û û û

PT Trans Marga Jateng ü ü û û û

PT Marga Trans Nusantara ü û û û û

PT Tranmarga Jatim Pasuruan ü û û û ü

Note: ü: availableû: not yet available

2. Socialization of Regulation on Occupational

Health and Safety

In accordance with the regulations related

with occupational health and safety, the

Company obligates the use of safety belt and

safety helmet, provision of Personal Protective

Equipment (PPE) in service vehicles, the use of

PPE by officers working on the tollroad, safety

regulations at toll gates, installation of K3 signs

and stickers, safety induction and K3 briefing

prior to the start of daily working activities at

all branches.

All branches routinely conduct socialization

so that the accidents at workplace can be

prevented. In the year, in addition to the

routine internal socialization program, the

Company also familiarizes the employees with

BPJS program.

3. OHSAS 18001: 2007 Certification and SMK3

Certification

One of the Occupational Health and Safety

Management System (K3) which is widely adopted

internationally is the OHSAS. OHSAS 18001

(Occupational Health and Safety Management

System 18001) was issued by BSI (British Standard

Institution) in 1999 and became effective since

April 15, 1999. This standard was made and

formulated jointly by 13 standardization and

certification bodies from various countries. In 2010

the Company has successfully met the OHSAS

18001: 2007 certification standards in all branches.

Until 2014, all branches are still actively renewing

the certification, which demonstrates that the

implementation of K3 in the Company has been

quite satisfactory, especially at the branches with

high risk of K3, in particular in the operational





Management Report



unit. The implementation of K3 Management

System is in line with PP 50 of 2012, which has

been implemented by the Company, however

the SMK3 certification has not been done yet.

4. Cross Audit of SMK3 is in line with PP 50 of

2012

To determine the level of conformity of the

implementation of K3 at the branch offices with

the PP 50 of 2012, the Company has conducted

Cross Audit by the auditor personnel from

other branches who have received training on

SMK3 Auditor from the Manpower Ministry.

This was done to ensure transparency and

objectivity of the audit results.

Cross audits was conducted in 2014 at two

branches (Jagorawi and Jakarta-Cikampek).

Based on the audit results with 166 criteria, a

conformity percentage of 75% (Satisfactory)

was obtained for Jagorawi branch and 89%

(satisfactory) for Jakarta-Cikampek branch.

The Cross Audit is planned to be implemented

annually on an ongoing basis, therefore

although the branch has not been certified

with SMK3 from the Manpower Ministry, its

application has reached satisfactory level.

5. Monitoring and evaluation of the

implementation K3 activities in 2014:

a. Evaluation of Work Accident Cases at

Cawang-Tomang-Cengkareng, Jakarta,

Cikampek, Purbaleunyi, Jagorawi and

Belmera branches.

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

6. Completion of SMK3 database applications.

The application of K3 database is expected to

facilitate branches and subsidiaries in preparing

a report on SMK3 so that the SMK3 data of

branches and subsidiaries of the Company is

presented with current (up to date) data. This

application will also facilitate the Company

in monitoring the SMK3 data and simplify

the Work Units, Branches and Subsidiaries in

obtaining data related with K3 Management

System. Reports containing in this database

application, among others, are:

a. Audit Report

b. Inspection Report

c. Report on Mismatch

d. SMK3 Performance Report

e. Accident Reports

f. Investigative Report

g. Reports on HIRAC

h. Emergency report

i. Other reports required to comply with the

laws.

7. K3L Benchmark

To develop and make a sustainable

improvement on policies and K3 Management

System and Environmental of the Company,

the Company took the initiative to learn from

best practices with a similar business through

benchmarking mechanism. Benchmark of

K3L was performed at Pelindo III (Persero)

– Surabaya, a State Owned Enterprise which

engages in the transportation sector with

business activities covering Provision and/or

Providing services.







8. 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

OSH vest

Ear Plug Respirator Protection

GlassesOSH Cap

Safety Shoes Gloves Helmet Raincoat Body

Harness

Toll Collector ü ü ü

Traffic Service Officer ü ü ü ü ü ü ü ü

Rescue Officer ü ü ü ü ü ü ü ü

Ambulance Officer ü ü ü ü ü ü ü

Inspection Officer ü ü ü ü ü ü ü ü ü ü

b. Treatment (curative)

• Reimbursement of 80% for outpatient

costs can be done by the employee and

their families to cover costs for visiting

doctor, or nurses at hospitals, clinics, or

other places.

• Employees and relatives of the

employees who are hospitalized in

hospital can go directly to the hospital

and get class I medical treatment for

Grade E to 3 and medical treatment

class II for Grade 4 to 5 and Grade P

and M.

• Prenatal care and childbirth assistance

for every childbirth process is covered

by the Company with a maximum of 9

times.

• The company provides support in the

form of an USG (ultrasound diagnostic)

as many as 2 times unless there is an

abnormality of the pregnancy upon the

recommendation of a specialist.

• Medical Care and treatment, dental care

costs are reimbursed at a maximum of

80%.

9. Health Program

a. Prevention

• Basic vaccination to prevent diseases

for children of the employees.

• Periodic Health Test (UKB) once a

year in order to detect early illness of

employees.

• Providing additional Nutrition to

employees who are affected by work

rotation in the form of Milk to increase

the durability of their bodies.

• Spraying and fogging to kill mosquitoes

as an effort to prevent the spread of

dengue fever.

• The Company provides opportunities

to employees and families of the

employees to take part in the Family

Planning program.

• The Company conducts papsmear once

a year to detect the cancer earlier at

the uterus to women employees and or

wife of the employees.





Management Report



Level of Accident at Workplace

Year

At Workplace Employment Relation

Light Wound

Serious Wound Death Light

WoundSerious Wound Death

2012 5 2 1 3 5 02013 1 2 1 3 3 02014 4 0 2 0 2 0

Note:Accident at Workplace: Accident at workplace during working hourAccident 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 Surabaya-Gempol Branch from the Governor of East Java

Zero Accident Award for Surabaya-Gempol Branch from the Governor of East Java

K3 Award of Medan Municipality for the performance of 2013/2014

Zero Accident Award for Belmera Branch from the Minister of Manpower and Transmigration

c. Maintaining Health (promotive)

• The Company conducted public lecture

periodically (public lecture on health

was done routinely every 3 months at

the Headquarter and branch offices, in

order to nurture healthy way of life.

• The Company provides opportunities to

involve in sport activities (for example:

Physical Fitness and Gymnastics (SKJ)

every Friday and other sport activities)

to increase stamina and health of the

employees.

d. Health Recovery (rehabilitative)

• Creating and installation of dentures

for medical purposes only apply to

employees who have worked in the

Company for at least 3 years, with a

maximum of 3 (three) dentures in one

year.

• Eyes Examination and the purchase

of eyeglass for employees upon

recommendation from doctor, is given

only to employees who have worked in

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.







Occupational Health and Safety CertificationThis 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

No Unit/Branches Audit Agency Issued Date validity

Period Registration Number

1. Jagorawi Branch SGS 23-Mar-14 23-Mar-17 ID11/1102954096

2. Cawang-Tomang-Cengkareng (CTC) Branch

SGS 3-Mar-14 3-Mar-17 ID11/1102954092

3. Jakarta-Cikampek Branch SGS 31-Jan-14 31-Jan-17 ID11/1102954070

4. Jakarta-Tangerang Branch SGS 4-Jan-13 4-Jan-16 ID11/11029540165. Purbaleunyi Branch SGS 28-Dec-13 28-Dec-16 ID10/11029540546. Semarang Branch SGS 25-Oct-14 25-Oct-17 ID11/018827. Palikanci Branch 24-Sep-12 24-Sep-15 ID12/021808. Surabaya-Gempol Branch SGS 10-May-14 10-May-17 ID11/11029541229. Belmera Branch SGS 21-Sep-14 21-Sep-17 ID14/02870

Financial Impact of Health and Safety ActivitiesThe 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 & ENvIRONMENT RESPONSIBILITIESJasa Marga is committed to continuously

improving the quality of its social and environment

responsibility program (TJSL). The Company

believes that the quality improvement of TJSL

program will give a positive impact to the business

growth in the coming years.

The sustainability of the social and environmental

responsibility programs always requires innovation

in the quality improvement program. The Company

does not stop in developing new programs which

can reach a wider community as well as continues to

renew programs that have brought about significant

impact for stakeholders.

In order to create a harmonious relationship

with stakeholders, the Company encourages

each employee of Jasa Marga to take part in the

sustainability social and environmental responsibility

programs.

SOCIAL AND COMMUNITY DEvELOPMENT As a toll road operator and a State Owned

Enterprise, the Company contributes to society

as part of stakeholders through involving in the

Corporate Social Responsibility (CSR) programs

which is managed by the Corporate Secretary

unit starting from 2014, while the Partnership and

Community Development Programs are managed

by the Community Development Program Unit

since 1992.





Management Report



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

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.

b. Partnership and Community Development

Program (CSR) is set out in the Regulation

of the State Enterprises Ministry No. PER-

05/MBU/2007 dated April 27, 2007 on the

Partnership Program of SOEs with Small

Business and Environment Development

Program.

c. Regulation of the Minister of State Enterprises

No. PER-08 /MBU/2013 dated 10 September

2013 on the Fourth Amendment to the

Regulation of the Minister State Owned

Enterprises No: PER-05/MBU/2007 on the

Partnership Program of the State Owned

Enterprises with Small Businesses and

Community Development Program.

d. Decision of the Board of Directors 230/

KPTS/2007 on Partnership Program with

Small Business and Community Development

Program, to set programs and activities of the

Community Development.

TYPE OF PROGRAMS

Corporate Social Responsibility (CSR) Programs

1. EducationEducation is an important part in the

development of human character. This factor

has encouraged Jasa Marga to create education

programs as part of the CSR activities. As a

leading toll road operator in Indonesia, “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. The active role of PT Jasa Marga in

the field of safety driving education is reflected

in the distribution of the book entitled “Aku

Tertib berlalu Lintas” (I Follow Traffic Rules), as

many as 1,232 books in 2014 during variety of

sponsord activities, exhibitions and corporate

events other.

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.

"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"







jasa Marga Goes to Campus

Jasa Marga also became resources for public

discussion on the issue of toll tariff increase at

UIN Sharif Hidayatulah (2012) and Customers

Meeting at University of Indonesia (2013).

In 2014, the knowledge sharing activities of Jasa

Marga was designed through ‘Jasa Marga Goes

To Campus’ program, with the main target of new

toll road users. The main theme being raised is the

issue of “Understanding the Toll Road Industry”.

Jasa Marga Goes To Campus was held on March

19 to 26, 2014 at 5 (five) universities, as follows:

a. Bandung Institute of Technology on 19

March 2014 with Director for HR & General

Adminstration, Najib Muh Fauzan as speaker.

b. Bina Nusantara University on March 20, 2014

with Director Finance, Reynaldi Hermansjah, as

the speaker.

c. University of Indonesia on March 21 2014 with

Director of Operations Hasanuddin as the

speaker.

d. Universitas Siswa Bangsa Internasional on

March 24, 2014 with Director, Adityawarman, as

guest speaker.

e. Trisakti University on March 26, 2014 with

Director of Business Development, Abdul Hadi

Hs, as the speaker.

In these events, the Company shares the

knowledge with the students about toll road

industry in Indonesia. The Company also provides

educational assistance such as laptops, projectors

and camera. Total participants who have taken

part in those events reached 1,709 people.

Through ‘Jasa Marga Goes To Campus’ event, the

Company expects to improve the interest of the

students about toll road industry.





Management Report



2. Social Care program on Homecoming for Free Together with Jasa Marga 2014As a form of social care to the communities

who will celebrate Lebaran in their hometown,

the Company held a program called “Free

Homecoming (Mudik) Together with Jasa

Marga 2014” which involved 808 participants,

consisting of:

• Workers who support the activities of

the Company (such as drivers, Office

Housekeeping Officers, Cleaning Service

Officers, Road Cleaning Service Officers,

Freelance Officers, Security Guards, and

Civilian Security Guards/Hansip) and their

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

the Company in reducing the number of

accidents when people are travelling to their

home town (Mudik) during Lebaran season.

In the event, the Company also educates

the participants about traffic rulings when

passing the toll roads to the bus crews

(Drivers and conductors).

The purposes of these activities are:

• To reduce the use of motorcycles for

homecoming trip.

• To establish a good relationship with the

Company’s stakeholders, particularly

community around the Company.

• To maintain public trust to the Company.

• To enhance the positive image of the

Company.

The destinations of the Free Homecoming

Program Together with Jasa Marga 2014

were several towns on the Java Island. The

Free Homecoming Together with Jasa Marga

program is planned to be also carried out in

the coming year considering the benefits and

positive responses from the participants.

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.

Jasa Marga Care for Banjarnegara Landslide victimThe Company carried out a social care activity

for the landslide natural disaster victims in

Banjarnegara through Semarang Branch at

Jemblung sub-village, Sampan Village, Karang

Kobar Subdistrict, Banjarnegara Regency on

December 18, 2014. At the event, the Company

handed over 1,000 aid packages containing

mats and blankets.







Jasa Marga Care for the Sinabung PeopleThe Company through Belmera Branch Office

provided assistance to the victims of the

Mount Sinabung eruption in the Perbaji Village

and Selandi Village, Tiga Ndreket Subdistrict,

Karo Regency which is about 3.5 km from

Mt. Sinabung, on Sunday, December 21, 2014.

Donations were in the form of staple foods such

as rice, cooking oil, cash, snack packages for

children, and eat together with local people.

Jasa Marga Care for Sinabung Victims program

is part of the Company’s caring to the affected

residents around the local branch offices, and

helping to ease their burden as well as providing

moral support as an empathy to residents

affected by disasters.

3. Jasa Marga Automotive Gathering to Meet CustomersAs an effort to improve service to toll road

users, the Company carried out an activity

called “Jasa Marga Automotive Gathering” in

cooperation with some of vehicle communities.

The number of participants reached 201

vehicles and 634 individual participants. The

participants gathered at the site start at Rest

Area 39 toward Cikampek.

The objective of Jasa Marga Automotive

Gathering is to encourage members of the

automotive communities as toll road users to

jointly build a culture of traffic discipline on the

toll road.

Apart from a means to disseminate information

about efforts of the Company to improve

services, the event was also utilized by

community members to give inputs to

Jasa Marga.

Partnership and Community Development Program

1. Partnership ProgramThe Unit of Partnership and Community

Development Program (PKBL) of PT Jasa

Marga (Persero) Tbk was established by

virtue of Board of Directors’ Stipulation No.

010/KPTS/1997, dated February 3, 1997. The

PKBL Unit was formed as an implementation

of the Stipulation of Minister of Finance of

the Republic Indonesia No. 316/KMK/1994 on

Guidelines for Small Business and Cooperative

Development through the Utilization of Portion

of State Enterprises Profit. The stipulation was

amended by the Regulation State Minister for

State Owned Enterprises No. 05/MBU/2007,

April 27, 2007 about Partnership Program of

State-Owned Enterprises with Small Business

and Community Development (PKBL), which

has also been amended by the Regulation

of the Minister of State Owned Enterprises

No. PER08/MBU/2013, dated September 10,

2013 about the Fourth Amendment of the

Stipulation of the Minister of State-Owned

Enterprises Number: PER-05/MBU/2007

about Partnership Program of State-Owned

Enterprises With Small Businesses and

Community Development.

The targets of the PKBL Unit’s activities are

small businesses, in this case the individual

or entity businesses and cooperatives

that have maximum annual turnover of Rp

1,000,000,000 or have assets a maximum of

Rp 200,000,000, - outside land and buildings.

The sources of funds to support the PKBL Unit

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).





Management Report



Mobile Library of PT Jalantol LingkarluarJakarta

As a form of responsibility to the

community around the toll road, PT Jakarta

Outer Ring Road (PT JLJ) launched a

program to educate the public through

the provision of mobile library. The mobile

library is one of the programs that can be

done to promote the culture of reading,

especially to children. In addition, the

mobile library is a form of knowledge

transfer efforts to the schools located

around the corridor area of the toll road.

There are several objectives to be achieved

in the implementation of the mobile library

namely:

• Stimulate the improvement and awareness

about reading activity as part of the culture.

• Nurturing communication and socialization

to the education/schools communities

around the corridors of the toll roads, in the

hope that Companys corporate image will

be positive.

• As a social responsibility that should be

shouldered by the Company in the area of

operation wherever the Company has the

operations.

The mobile library covers 11 play groups and

elementary schools around the operating area

of JORR. The mobile library provided 340

books for elementary schools.







PT Jalantol Lingkarluar Jakarta (JLJ) carried

out a reforestation by the side of JORR.

Since its inception in March 2014, at least

44 reforestation actions have been carried

out by planting 2,307 bintaro tree seedlings

and involving 765 participants. This action is

carried out as a form of the responsibility of

the Company over the impact of pollution

from the operation of toll roads, PT Jalantol

Lingkarluar Jakarta (JLJ) and as a form of

corporate social responsibility for clean air

requirements so that the environment around

the toll road is comfortable.

As widely known that the reforestation

program could reduce the levels of carbon

dioxide (CO2) or other pollutants in the

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

Planting of Bintaro Trees at JORR Section; the Green Program was initiated by the Employees with Low Cost

relatively low. After collecting the seeds,

then the seeds are sorted which seeds have

the potentially to be replanted by giving

the planting medium polybag. Polybag

containing potential seed is then stored

in a place that may not be exposed to

direct sunlight. PT JLJ planted the bintaro

trees regularly at least three times a week.

Furthermore, the working unit of Security

officials routinely conducted planting

activities every weekend. Such activity was

also carried out by JLJ group of activists of

nature known as JALLPALA. They planted as

many as 180 bintaro trees along the side of

JORR. Through this tree planting activity,

PT JLJ aspires to conduct reforesting along

the edge of the JORR lanes.





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 Head Office/Branch Target Partnership Area 31 December 2014

31 December 2013

1. Head Office Outside operational area of branch offices 9,149 9,149

2. Jagorawi East Jakarta, Bogor, Sukabumi 993 963

3. Jakarta-Cikampek Bekasi, Cikarang, Karawang, Cikampek, Purwakarta

1,361 1,297

4. Jakarta-Tangerang West Jakarta, Banten 1,082 1,053

5. Cawang-Tomang-Cengkareng

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







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 Description Realization 2014

I Accumulation of Funds for Partnership Program:Partnership LoanIndustry Sector 67,660361,724Trade Sector 83,992,250,000Agriculture Sector 63,062,480,402Husbandry Sector 3,236,000,000Plantation Sector 2,437,000,000Fishery Sector 2,702,000,000Service Sector 88,016,816,048

II Accumulation of Funds for Partnership ProgramEducation/Training 14,545,565,967Promotion, Exhibitions & Other Marketing Activities 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 BranchIndustry Service Trade Husbandry Fishery Total

Rp MB Rp MB Rp MB Rp MB Rp MB Rp MB

1. Jagorawi 235,000,000 5 455,000,000 10 810,000,000 15 - - - - 1,500,000,000 30

2. Cawang-Tomang-Cengkareng

90,000,000 2 150,000,000 4 1,260,000,000 34 - - - - 1,500,000,000 40

3. Jakarta-Cikampek

85,000,000 3 40,000,000 2 1,440,000,000 59 - - - - 1,565,000,000 64


555,000,000 11 890,000,000 18 - 0 - - - - 1,445,000,000 29

5. Purbaleunyi 490,000,000 15 95,000,000 2 1,045,000,000,00

27 - - - - 1,630,000,000 44

6. Surabaya-Gempol

40,000,000 1 35,000,000 1 1,390,000,000,00

30 35,000,000,00 1 - - 1,500,000,000 33

7. Semarang 365,000,000 10 95,000,000 3 1,000,000,000,00

31 40,000,000,00

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

TOTAL 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





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. 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







Jasa Marga Safety DrivingIn 2014, the community development program on

education conducted Jasa Marga Safety Driving

Event in Sentul Circuit on June 4, 2014. This event

was a continuation of the Company’s awareness

program in the field of education, particularly on

safety driving.

According to the principles of road safety, in

order to survive in the toll road, someone needs

to have required basic abilities of perception

and quick reaction without thinking, or in other

words “Safety is a Habit”. The habit can not be

planned and considered. All of the actions when

driving a car are reactions that in accordance

with procedures and safety literatures without

having had to think. Therefore, the Company

works closely with DSD Road Safety Consultant

which designed a driving safety training program

of activities for a day for students through an

interactive concept of learning, edutainment,

practical and knowledge-based approaches,

generalize ability of learning, social intelligent and

development process on road safety.

Jasa Marga Driving Safety program was attended

by a total of 150 students from several universities

in Jakarta and surrounding areas, namely the

Bina Nusantara University (Binus), Universitas

Siswa Bangsa International (USBI), Tarumanagara

University, Pelita Harapan Univesity (UPH),

University of Indonesia (UI), Surya University in

BSD, STEI Tazkia in Sentul and the Institute of

Social and Political Sciences (IISIP) Jakarta.

In addition to the presentation on safety driving,

students who were participating in the program

also got the chance to try to practice driving

directly with national racing athlete, Rizal Sungkar.

Participants also shared and discussed directly

with the speakers who are experts safety driving.

Jasa Marga Safety Driving Program aims to

encourage participants to have the motivation

and understanding to behave and act in

accordance with the ethics of driving on the road

so they can help reduce the rate of accidents on

the road.

Green Program through Developing BioporiIn an effort to create an open green space on the

toll road, the Community Development Program

of the Company continues to carry out the green

program. One of the ongoing green programs is

developing the biopori holes. Benefits of biopori

hole is to manage the waste along the tollroad

corridors so that they can be utilized as compost.

The biopori hole program is implemented

in collaboration with the Bogor Institute of

Agriculture (IPB). The waste treatment process of

biopori holes are implemented as follows:

1. Drilling biopori holes, then garbages at toll

corridors will be collected and inserted in the

biopori holes that are ready.

2. Through the decomposition process, the waste

turned into compost when planting a tree in

the biopori hole.





Management Report



Financial Impact of Activities1. Partnership Program Since the PKBL (partnership) program was first

introduced in 1992 until 2014, Jasa Marga has

provided an accumulation of working capital

loans amounting Rp 314,796,908,174, with the

number of Foster Partners reaching as many as

22,377 partners. Business Development Fund to

support training and exhibition programs from

1992 to 2014 has reached Rp 40,364,696,384. The

amount of funds allocated for business coaching

(training and exhibition) for the year 2014

amounted to Rp 767,888 437, - which consists of

training funds Rp 274 346 437, - and promotion

funds amounted to Rp 493,538,000.

2. Community Development Program In 2014, Community Development Program

that has been disbursed amounted to Rp

9,904,466,277, - declined by 34% from 2013 with

the following details:

1. Assistance for Natural Disasters’ Victims worth

Rp 921,367 845, - in the form of providing aid

in the form of prayer (sholat) tools, blankets

and medicine for victims of Mount Sinabung

eruption, basic food aids for flood natural

disaster victims at around the Head Office and

Branch Offices in Jabotabek (Jakara, Bogor,

Tangerang, Bekasi).

2. Assistance for Education and/or Training worth

Rp 2,695,200,533, - in the form of providing

teaching and learning equipment (chairs/

desks, filing cabinets, setting up filings), a set

of computer, computer table and projector,

safety driving training for beginner drivers,

renovation of early childhood facilities (PAUD),

learning supports such as textbooks.

3. Assistance for Health Improvement worth

Rp 538,276,000, -in the form of free medical

examination and medical treatment.

4. Assistance for Infrastructure and Public

Facilities development worth Rp 2,597,737,972,

- in the form of Islamic books, constructing

walking path, constructing waste management

building, constructing embankment, cleaning

drainage, constructin pipeline post eruption

of Mt. Kelud, provision of transport facilities

in the form of 10 units pedicap (becak) to the

Institute of Transportation Studies, providing

equipments for training hall and meeting

rooms, proving support for workspace facilities.

5. Assistance for House of Prayer Facilities worth

Rp 1,746,718,501, - in the form of construction

of mosques, musholla (house of prayer)

construction and construction materials.

6. Nature Conservation Assistance worth

Rp 772,791,986,2500 –by way of planting

productive trees such as mango, sapodilla,

soursop, rambutan and guava in two locations:

on riverbank of Cisadane, Panunggangan

Village, Tangerang as many as 1,000 trees and

in the Village Jumputsari, Sukomanunggal sub-

district, Sidoarjo District as many as 1,500 trees.

7. Public Social Assistance Programs as an effort

to help Alleviate Poverty amounting to Rp

632,373,440, - in the form of providing basic

food assistance and musical instruments.







Responsibility to CustomersThe Company places customer satisfaction as a

fundamental and important aspect of its operation.

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

concrete step, the Company conducted Vehicle

Control Week for overloaded vehicles simultaneously

in all branches and subsidiaries (AP) of the Company.

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,

the toll road officers found 1,444 vehicles that use the

toll roads operated by the Company that broke the toll

roads.

Breaching rule on overload

Breaching rule on benefits

Breaching rule on parking

Breaching rule on dimension of vehicle

53.12%33.20%

7.13%

6.51%

SURvEY OF CUSTOMER SATISFACTIONThe 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





Management Report



and outdoor media. Based on the results of the

evaluation of the effectiveness of the external media,

the Company obtained 4.13 score out of the scale

of 1-6, which means that the information provided

by the Company through a wide variety of external

communications media showed a positive response.

Jasa Marga is committed to implement a customer

satisfaction program, by campaigning the

importance of Service Excellence with the highest

priority on the safety aspects of workers, work areas,

equipment and the environment. The commitment

made by the strategic steps as follows:

1. Increase the speed of the transaction in order to

reduce queues at toll gates.

2. Streamlining traffic through capacity building

and provision of services traffic information in

real time in order to reduce nuisance trips.

3. Improve the quality of construction of roads,

bridges and buildings operational complement.

TOLL ROAD SERvICE POLICYToll road industry in Indonesia has a Minimum

Service Standards (MSS), 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 reached toll road business

entities in order to improve service to toll road users.

To meet the SPM, the Company issued Circular

No. 05 / SE-DIR/2014 dated March 14, 2014 on

Guidelines for Compliance Measurement of Minimum

Service Standards (MSS) and the Toll Road Directors

Policy No. 111/KPTS/2011 dated June 24, 2011 on

Guidelines for excellence in Environmental Services

PT Jasa Marga (Persero) Tbk

ACTIvITIES UNDERTAKENVarious efforts have been undertaken and

completed in 2014, aiming at providing comfort and

assurance to consumers through smooth traffic and

comfortable toll road. As already mentioned above,







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 Application

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.

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

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.

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.





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)

ManagementRepresentative

Customer Servicesofficer

Complaint Give informationSuggestions

Suggestions

Request for Help Ask for information

CCTV, lAn TV, RMTS

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 Total 2013 Total 2014

1. Giving Information 5,167 2,548

2. Ask for Help 15,864 12,580

3. Ask for Information 567,569 593,158

4. Complaint 808 1,049

5. Suggestions 180 104

TOTAL 589,588 609,439







In order to increase consumers’ awareness about

the JMTIC call center, the Company actively

disseminates information to the toll road users

through advertisements in online media (www.

detik.com) and Variable Message Sign (VMS).

2. Twitter @PTJASAMARGA

The Company understands that every toll road

users want an easy access to information about

traffic conditions on the toll road. In line with

the increasing needs of toll road users to get

the latest traffic conditions and as an effort to

improve services to the toll road users, in addition

to providing Call Center Services, JMTIC also

provides access to the toll road users through

twitter @PTJASAMARGA. Currently, twitter of @

PTJASAMARGA is managed by an operator which

is integrated with the JITC work unit.

The incoming information is divided into several

categories, namely:

a. Asking information about traffic conditions

b. Requesting for help from officers

c. Providing information about traffic conditions

d. Complaints/grievances/criticism

e. Suggestion

f. Question (In addition to the traffic condition

information)

Currently twitter of Jasa Marga (@

PTJASAMARGA) provides traffic condition

information every 20 minutes. In 2014, the number

of Jasa Marga’s twitter followers reached 100,530

people, an increase of 51,471 or 51% compared the

number of followers in 2013.

3. Website www.jasamarga.com

As a publicly listed company, PT Jasa Marga is

challenged to continue to improve its positive

image. In addition, the Company is challenged

to provide information quicky, correctly and

accurately, which is one of characters of a

listed company. In order to attain that goal, the

Company has had a medium to disseminate

information and online information support the

Company’s communication strategy, called www.

jasamarga.com.

4. Website www.jasamargalive.com and

m.jasamargalive.com

To obtain visual information about real time

traffic conditions on toll roads, the Company

provides the CCTV monitoring application that

can be accessed through various platforms (inter-

platform). For a desktop computer users, various

types of operating systems can be used, including

Microsoft Windows, Apple MacOS or Linux, can

access the CCTV on www.jasamargalive.com.

As for toll road users who use gadgets such as

Google Android, Apple iOS and Blackberry, can

access the CCTV on m.jasamargalive.com address.

This is done so that users can access the toll road

data provided by the Company that are available

through a wide range of computers and the latest

gadgets. In order to maintain and improve service

quality related with the presentation of traffic

information in real time, in 2014, the Company

undertook a routine maintenance activity and

optimize streaming capabilities by raising the

capacity of the server.





Management Report



To improve services on transactions, the Company

undertook various efforts including an increase

in the number of Automatic Toll Gate (GTO) on

toll roads operating by the Company to reach

320 toll gates or 30% of the total toll gates that

are operating in Indonesia. In December 2014, the

Company in cooperation with Bank Mandiri had

also launched the e-toll card with closed system

as applied at Jakarta-Cikampek and Jagorawi

toll roads. Going forward, in the year of 2016, the

Company targets to increase the number of GTOs

by 50% of total operated toll gates.

As an effort to maintain the sense of comfort,

safety and smoothness of traffic flow on the toll

road, the Company continuously maintains the

quality of toll roads managed by the Company

through the following programs:

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.

2. Toll Road Public Lights

In 2014, the electronic facilities such as toll road

lights covers 11,305 points of PJU lamp.

3. To lift the capacity of the toll road gates in 2014,

the Company increased the capacity of gates

in order to improve service on the toll roads

operated by the Company including widening

lanes in Cibinong-South Sentul Toll Road section

of the Jagorawi toll road and Pasteur-Kopo

Purbaleunyi Toll Road section. In addition, the

Company added the number of toll gates to

increase transactions, which ultimately reducing

congestion at toll gates.

FINANCIAL IMPACT OF ACTIvITYThe cost for activities related to responsibility to

the consumers in the year of 2014 amounted to Rp

507.07 billion.







Access to Information and Data of the CompanyIn 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-

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]





Management Report



STATEMENT OF MEMBERS OF THE BOARD OF COMMISSIONERS AND DIRECTORS ON THE RESPONSIBILITY FOR ANNUAL REPORT 2014PT 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


Agoes WidjanarkoChairman

Ibnu Purna Akhmad Syakhroza Commissioner Commissioner

Boediarso Teguh Widodo Mayjen. (Purn.) Samsoedin Commissioner Independent Commissioner

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







STATEMENT OF MEMBERS OF THE BOARD OF COMMISSIONERS AND DIRECTORS ON THE RESPONSIBILITY FOR ANNUAL REPORT 2014PT JASA MARGA (PERSERO) Tbk.

Directors

AdityawarmanPresident Director/CEO

Hasanudin Abdul Hadi Hs. Operation Director Business Development Director

Reynaldi Hermansjah Muh Najib Fauzan Finance Director Human Capital & General Affairs 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.





Management Report



Glossary

Term/ Abbreviation Description

JMTIC 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.







Consolidated Financial Statements

d1/February 6, 2015 Paraf/Sign:

PT JASA MARGA (PERSERO) Tbk PT JASA MARGA (PERSERO) Tbk

DAN ENTITAS ANAK AND SUBSIDIARIES

Laporan Keuangan Konsolidasian Consolidated Financial Statements

Untuk Tahun-tahun yang Berakhir pada For the Years Ended

Tanggal 31 Desember 2014 dan 2013 December 31, 2014 and 2013

serta Laporan Posisi Keuangan Konsolidasian and Consolidated Statement of Financial Position

Tanggal 1 Januari 2013/ 31 Desember 2012 as of January 1, 2013/ December 31, 2012

d1/February 6, 2015 Paraf/Sign: Paraf/Sign:

PT JASA MARGA (PERSERO) Tbk PT JASA MARGA (PERSERO) Tbk DAN ENTITAS ANAK AND SUBSIDIARIES

Daftar Isi Halaman/ Table of Contents Page

Surat Pernyataan Direksi 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

Catatan terlampir merupakan bagian yang tidak terpisahkan dari The accompanying notes form an integral part of these

laporan keuangan konsolidasian secara keseluruhan consolidated financial statements

d1/February 6, 2015 1 paraf/sign:

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)

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)

1 Januari/

January 2013

31 Desember/

Catatan/ 2014 2013* December 2012

Notes Rp Rp Rp

ASET ASSETS

ASET LANCAR CURRENT ASSETS

Kas dan Setara Kas 2.d, 2.e, 2.p, 2.s, 4 3,290,783,678 3,514,061,335 4,302,382,487 Cash and Cash Equivalents

Investasi Jangka Pendek 2.d, 2.s, 5 7,143,512 6,627,910 7,821,744 Short-Term Investments

Piutang Lain-lain - Lancar 2.d, 2.s, 6 148,828,618 177,197,911 50,267,652 Other Receivables - Current

Biaya Dibayar Dimuka 2.g, 7 71,982,203 25,767,565 155,529,466 Prepaid Expenses

Pajak Dibayar Dimuka 2.q, 8.a 122,633,703 64,649,666 1,291,131 Prepaid Taxes

Total Aset Lancar 3,641,371,714 3,788,304,387 4,517,292,480 Total Current Assets

ASET TIDAK LANCAR NON-CURRENT ASSETS

Piutang Lain-lain - Tidak Lancar 2.d, 2.s, 6 -- 19,750,666 13,824,674 Other Receivables - Non Current

Dana Ditetapkan Penggunaannya 2.d, 2.s, 9 816,903,789 459,315,101 165,044,677 Appropriated Funds

Investasi pada Entitas Asosiasi 2.d, 2.j, 10 171,345,274 179,237,078 175,745,092 Investments in Associates

Aset Keuangan Lainnya 2.d, 11 244,607,444 244,607,444 241,607,444 Other Financial Assets

Aset Tetap - Bersih 2.h, 12 701,727,320 591,313,394 422,506,867 Property and Equipment - Net

Aset Takberwujud Intangible Assets

Hak Pengusahaan Jalan Tol - Bersih 2.k, 13 23,935,414,790 21,962,121,146 18,547,705,598 Toll Road Concession Rights - Net

Lainnya 13 2,183,168,194 641,118,538 362,097,252 Other

Goodwill 2.t, 14 41,848,567 41,848,567 41,848,567 Goodwill

Aset Lain-lain 15 121,560,897 130,965,456 265,878,790 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

*) Disajikan kembali, lihat Catatan 3/ Restated, see Note 3





DAN ENTITAS ANAK


KONSOLIDASIAN (Lanjutan) Per 31 Desember 2014 dan 2013 serta 1 Januari 2013/ 31 Desember 2012 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Continued)

As of 31, 2014 and 2013


1 Januari/

January 2013

31 Desember/


Notes Rp Rp Rp

LIABILITAS DAN EKUITAS LIABILITES AND EQUITY

LIABILITAS JANGKA PENDEK CURRENT LIABILITIES

Utang Bank Jangka Pendek 2.d, 2.s, 20.a 610,499,778 655,840,348 1,380,028,297 Short-term Bank Loan

Utang Usaha 2.d, 2.s, 16 191,675,486 100,031,436 92,043,627 Accounts Payable

Utang Kontraktor 2.d, 2.s, 17 990,488,834 1,153,448,281 1,325,014,167 Contractors Payable

Utang Pajak 2.q, 8.b 261,565,448 107,060,403 281,375,171 Taxes Payable

Utang Lain-lain 2.d, 2.s, 18 73,661,131 56,409,411 36,384,038 Other Payables

Beban Akrual 2.s, 19 416,264,415 464,678,613 437,317,112 Accrued Expenses

Liabilitas Jangka Panjang yang Current Portion of

Jatuh Tempo dalam Satu Tahun Long - Term Liabilities

Utang Bank 2.d, 2.s, 20.b 43,161,208 295,217,163 260,750,000 Bank Loans

Utang Obligasi 2.d, 2.m, 21 -- 700,000,000 1,771,616,920 Bonds Payable

Utang Bantuan Pemerintah 2.d, 2.s -- -- 5,886,734 Loans from Government

Liabilitas Pembebasan Tanah 2.d, 2.s, 23 1,500,719,209 1,112,701,093 809,430,952 Land Acquisition Liabilities

Utang Sewa Pembiayaan 2.d, 2.i, 24 15,484,840 19,776,022 18,471,092 Capital Lease Payable

Provisi Pelapisan Jalan Tol 2.l, 25 209,396,402 206,136,188 229,025,982 Provision for Overlay

Total Liabilitas Jangka Pendek 4,312,916,751 4,871,298,958 6,647,344,092 Total Current Liabilities

LIABILITAS JANGKA PANJANG NON-CURRENT LIABILITIES

Pendapatan Diterima Dimuka 26 74,228,697 71,028,456 57,119,855 Unearned Revenues

Liabilitas Pajak Tangguhan 2.q, 8.c 623,500,126 548,501,554 466,565,928 Deferred Tax Liabilities

Liabilitas Jangka Panjang - Setelah

Dikurangi Bagian yang Jatuh Long Term Liabilities - Net of

Tempo Dalam Satu Tahun Current Portion

Utang Bank 2.d, 2.s, 20.b 6,484,840,290 5,320,197,953 3,046,235,536 Bank Loans

Utang Obligasi 2.d, 2.m, 21 6,144,430,063 5,144,375,988 3,749,446,582 Bonds Payable

Liabilitas Kerjasama Operasi 2.d, 22 22,206,213 22,206,213 22,206,213 Joint Operation Liabilities

Liabilitas Pembebasan Tanah 2.d, 2.s, 23 1,369,223,143 566,171,896 374,102,952 Land Acquisition Liabilities

Utang Sewa Pembiayaan 2.d, 2.i, 24 34,479,992 47,125,235 27,356,411 Capital Lease Payable

Provisi Pelapisan Jalan Tol 2.l, 25 156,712,195 124,954,213 95,773,316 Provision for Overlay

Liabilitas Jangka Panjang Lainnya 45.i, 46.a 819,424,909 458,665,081 202,454,407 Other Long Term Liabilities

Liabilitas Imbalan Kerja 2.r, 27 390,989,981 326,108,985 277,160,581 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






DAN ENTITAS ANAK


KONSOLIDASIAN (Lanjutan) Per 31 Desember 2014 dan 2013 serta 1 Januari 2013/ 31 Desember 2012 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Continued)

As of 31, 2014 and 2013


1 Januari/

January 2013

31 Desember/


Notes Rp Rp Rp

EKUITAS EQUITY

Ekuitas yang Dapat Diatribusikan Equity Attributable to

kepada Pemilik Entitas Induk Owners of the Parent Entity

Modal Saham Share Capital

Modal Dasar 19.040.000.000 Authorized of 19,040,000,000

saham - nilai nominal Rp500 shares - par value of Rp500

(Rupiah penuh) per saham, (full Rupiah) per share, issued

Modal ditempatkan dan disetor and fully paid up capital of

6.800.000.000 saham terdiri dari 6,800,000,000 shares

1 Saham Seri A Dwiwarna comprising 1 Series A Dwiwama

dan 6.799.999.999 saham share and 6,799,999,999

Seri B 28 3,400,000,000 3,400,000,000 3,400,000,000 shares series B

Tambahan Modal Disetor 29 2,453,890,100 2,453,890,100 2,453,890,100 Additional Paid in Capital

Keuntungan yang Belum Direalisasi Unrealized Gain on

dari Efek Tersedia untuk Dijual 2.d, 4 2,613,862 2,098,260 3,292,095 Securities Available for Sale

Saldo Laba Retained Earnings

Ditentukan Penggunaannya Appropriated

Cadangan Wajib 150,000,000 125,000,000 100,000,000 Mandatory Reserves

Cadangan Umum 3,653,246,008 2,876,455,967 1,940,201,829 General Reserves

Belum Ditentukan

Penggunaannya 206,445,765 139,334,273 713,763,337 Unappropriated

Total Ekuitas yang Dapat Diatribusikan Total Equity Attributable to

kepada Pemilik Entitas Induk 9,866,195,735 8,996,778,600 8,611,147,361 Owners of the Parent Entity

Kepentingan Non Pengendali 2.c, 30 1,558,799,894 1,561,168,645 1,176,638,207 Non-Controlling Interests

Total Ekuitas 11,424,995,629 10,557,947,245 9,787,785,568 Total Equity

TOTAL LIABILITAS DAN TOTAL LIABILITIES AND

EKUITAS 31,857,947,989 28,058,581,777 24,753,551,441 EQUITY






DAN ENTITAS ANAK LAPORAN LABA RUGI KOMPREHENSIF

KONSOLIDASIAN

Untuk Tahun-tahun yang Berakhir pada Tanggal 31 Desember 2014 dan 2013 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended

December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated)

Catatan/

Notes

2014 2013*

Notes Rp Rp

PENDAPATAN USAHA OPERATING REVENUES

Pendapatan Tol 2.o, 31 6,646,392,546 5,802,732,269 Toll Revenues

Pendapatan Konstruksi 2.o, 32 1,945,824,811 3,960,538,543 Construction Revenues

Pendapatan Usaha Lainnya 2.o, 33 583,101,648 508,196,823 Other Operating Revenues

Total Pendapatan Usaha 9,175,319,005 10,271,467,635 Total Operating Revenues

Penghasilan Lain-lain 2.o, 34 287,553,459 254,728,826 Other Income

Beban Pengumpulan Tol 2.o, 35 (1,082,602,766) (872,702,807) Toll Collection Expenses

Beban Pelayanan Pemakai Jalan Tol 2.o, 36 (556,720,050) (481,739,923) Toll Road Service Expenses

Beban Pemeliharaan Jalan Tol 2.o, 37 (1,364,537,738) (1,568,824,989) Toll Road Maintenance Expenses

Beban Kerjasama Operasi 2.o, 38 (313,039,817) (308,000,582) Joint Operation Expenses

Beban Konstruksi 2.o, 32 (1,921,067,434) (3,914,452,489) Construction Expenses

Beban Umum dan Administrasi 2.o, 39 (1,160,585,462) (1,087,820,721) General and Administrative Expenses

Beban Lain-lain 2.o, 40 (20,283,190) (33,494,919) Other Expenses

(6,131,282,998) (8,012,307,604)

LABA USAHA 3,044,036,007 2,259,160,031 OPERATING INCOME

Biaya Keuangan 41 (1,215,320,255) (944,219,190) Finance Charge

Bagian Laba (Rugi) Bersih Entitas Asosiasi (6,741,959) (4,302,810) Net Income (Loss) of Associates

(1,222,062,214) (948,522,000)

LABA SEBELUM PAJAK 1,821,973,793 1,310,638,031 INCOME BEFORE TAXES

Beban Pajak 2.q, 8.c (606,642,066) (381,850,284) Tax Expenses

LABA TAHUN BERJALAN 1,215,331,727 928,787,747 INCOME OF THE YEAR

PENDAPATAN KOMPREHENSIF LAIN OTHER COMPREHENSIVE INCOME

Keuntungan (Kerugian) yang Belum Unrealized Gain (Loss) on

Direalisasi dari Efek Tersedia untuk Dijual 2.d 515,602 (1,193,835) Securities Available for Sale

TOTAL LABA KOMPREHENSIF TOTAL COMPREHENSIVE INCOME

TAHUN BERJALAN 1,215,847,329 927,593,912 FOR THE YEAR

Laba Tahun Berjalan yang Dapat Income for the Year

Diatribusikan kepada: Attributable to:

Pemilik Entitas Induk 1,403,428,453 1,027,661,162 Owner of the Parent Entity

Kepentingan Non Pengendali (188,096,726) (98,873,415) Non-Controlling Interest

1,215,331,727 928,787,747

Total Laba Komprehensif Tahun Berjalan Total Comprehensive Income

yang Dapat Diatribusikan kepada: For the Year Attributable to:

Pemilik Entitas Induk 1,403,944,055 1,026,467,327 Owner of the Parent Entity

Kepentingan Non Pengendali (188,096,726) (98,873,415) Non-Controlling Interest

1,215,847,329 927,593,912

Laba Per Saham (Rupiah penuh) 2.v, 47 206 151 Earnings Per Share (full Rupiah) *) Disajikan kembali, lihat Catatan 3/ Restated, see Note 3

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laporan keuangan konsolidasian secara keseluruhan consolidated financial statements d1/February 6, 2015 6 paraf/sign:


DAN ENTITAS ANAK LAPORAN ARUS KAS

KONSOLIDASIAN

Untuk Tahun-tahun yang Berakhir pada Tanggal 31 Desember 2014 dan 2013 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain)


CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended

December 31, 2014 and 2013 (In Thousand Rupiah, Unless Otherwise Stated)

Catatan/ 2014 2013*

Notes Rp Rp

ARUS KAS DARI AKTIVITAS CASH FLOWS FROM OPERATING

OPERASI ACTIVITIES

Penerimaan Pendapatan Tol 6,646,392,546 5,825,932,269 Receipts from Toll Revenues

Penerimaan Pendapatan Lainnya 583,101,648 508,196,823 Receipts from Other Revenues

Pembayaran Kepada Pemasok dan Pihak Ketiga (1,956,098,056) (1,440,831,502) Payments to Vendors and Third Parties

Pembayaran Kepada Karyawan (1,288,704,552) (1,196,198,582) Payments to Employees

Pembayaran Beban Kerjasama Operasi (313,039,817) (308,000,582) Payments of Joint Operation

Pembayaran Pajak (702,099,525) (585,900,300) Payments of Taxes

Pembayaran Bunga Pinjaman (1,117,383,678) (717,366,596) Payments of Interest

Arus Kas Neto Diperoleh dari Net Cash Flows Provided by

1,852,168,566 2,085,831,530 Operating Activities

ARUS KAS DARI AKTIVITAS INVESTASI CASH FLOWS FROM INVESTING ACTIVITIES

Penerimaan Bunga 255,622,494 213,210,523 Receipts from Interest Income

PeroIehan Aset Tetap (232,164,307) (274,539,837) Acquisition of Property and Equipment

Pembayaran Biaya Pelapisan Ulang (348,405,365) (331,075,672) Overlay Charges Expenditure

Perolehan Aset Hak Pengusahaan Jalan Tol (3,327,023,000) (4,070,621,864) Addition of Toll Road Concession Rights

Arus Kas Neto Digunakan untuk Net Cash Flows Used in

Aktivitas Investasi (3,651,970,178) (4,463,026,850) Investing Activities

ARUS KAS DARI AKTIVITAS CASH FLOWS FROM FINANCING

PENDANAAN ACTIVITIES

Penerimaan Utang Bank 1,225,125,080 2,072,459,612 Proceeds from Bank Loans

Pelunasan Utang Bank (495,195,199) (786,123,299) Payments of Bank Loans

Penerbitan Utang Obligasi 997,124,948 2,100,000,000 Bonds Issued

Pelunasan Utang Obligasi (700,000,000) (1,771,616,920) Payments of Bond Payable

Pencairan (Penempatan) Dana Ditetapkan Increase (Decrease) of Appropriated

Penggunaannya - Bersih (374,312,610) (294,270,425) Fund - Net

Pembayaran Utang Bantuan Pemerintah -- (5,886,734) Payments of Loan from Government

Pembayaran Dividen (537,102,256) (640,836,088) Payments of Dividend

Penerimaan Bantuan Pembebasan Tanah 1,275,635,518 101,104,402 Proceeds from Land Acquisition Loans

Setoran Modal Kepentingan Non Pengendali Paid in Capital from Non-Controlling Interest

Pada Entitas Anak - Bersih 185,248,474 814,043,620 at Subsidiary Companies - Net

Arus Kas Neto Diperoleh dari Net Cash Flow Provided by

Aktivitas Pendanaan 1,576,523,955 1,588,874,168 Financing Activities

PENURUNAN NETO NET DECREASE IN

KAS DAN SETARA KAS (223,277,657) (788,321,152) CASH AND CASH EQUIVALENTS

SALDO KAS DAN SETARA KAS PADA CASH AND CASH EQUIVALENTS AT

AWAL TAHUN 3,514,061,335 4,302,382,487 BEGINNING OF THE YEAR

SALDO KAS DAN SETARA KAS PADA CASH AND CASH EQUIVALENTS AT

AKHIR TAHUN 3,290,783,678 3,514,061,335 END OF THE YEAR

Kas dan Setara Kas Terdiri dari : 4 Cash and Cash Equivalents Consist of:

Kas 55,365,364 47,626,488 Cash on Hand

Bank 296,458,032 363,149,238 Cash in Banks

Deposito Berjangka 2,938,960,282 3,103,285,609 Time Deposits

Total 3,290,783,678 3,514,061,335 Total

Tambahan informasi aktivitas investasi yang tidak Supplemental cash flows information of

mempengaruhi arus kas disajikan pada Catatan 50 non-cash investing activities is presented in Note 50

Aktivitas Operasi

*) Disajikan dan direklasifikasi kembali, lihat Catatan 3 dan 53/ Restated, see Note 3 and 53

PT JASA MARGA (PERSERO) Tbk PT JASA MARGA (PERSERO) Tbk DAN ENTITAS ANAK AND SUBSIDIARIES CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE CONSOLIDATED KONSOLIDASIAN FINANCIAL STATEMENTS

Untuk Tahun-tahun yang Berakhir pada For the Years Ended 31 Desember 2014 dan 2013 December 31, 2014 and 2013 (Dalam Ribuan Rupiah, Kecuali Dinyatakan Lain) (In Thousand Rupiah, Unless Otherwise Stated)

d1/February 6, 2015 7 Paraf:

1. Umum 1. General

1.a. Pendirian Perusahaan 1.a. The Company’s Establishment 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).

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:

For achieving these purposes, the Company performs the following activities:

(i) Melakukan perencanaan teknis, pelaksanaan konstruksi, pengoperasian dan/atau pemeliharaan jalan tol;

(i) To perform technical planning, construction, operate and/or maintenance of toll road;

(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

(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

PT JASA MARGA (PERSERO) Tbk PT JASA MARGA (PERSERO) Tbk DAN ENTITAS ANAK AND SUBSIDIARIES CATATAN ATAS LAPORAN KEUANGAN NOTES TO THE CONSOLIDATED KONSOLIDASIAN (Lanjutan) 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 – Bogor- Ciawi

Jakarta – Tangerang Jakarta – Tangerang

Cawang - Tomang – Cengkareng Cawang – Tomang - Pluit dan/ and Prof. Dr. Ir. Soediyatmo

Surabaya – Gempol Surabaya – Gempol

Jakarta – Cikampek Jakarta – Cikampek

Purbaleunyi Cikampek – Padalarang dan/ and Padalarang – Cileunyi

Semarang Semarang Seksi/Section A B C

Belmera Belawan – Medan - Tanjung Morawa

Palikanci Palimanan – Kanci




Ruas Jalan Tol/ Toll Road Sections

Entitas Anak/ Subsidiaries

PT Jalantol Lingkarluar Jakarta (JLJ) Jakarta Outer Ring Road (JORR) Section E1, E2, E3, dan/ and W2

dan/ and Pondok Aren - Bintaro Viaduct – Ulujami

PT Marga Sarana Jabar (MSJ) Bogor Outer Ring Road

PT Trans Marga Jateng (TMJ) Semarang – Solo

PT Marga Kunciran Cengkareng (MKC) Kunciran – Batu Ceper - Cengkareng *)

PT Marga Trans Nusantara (MTN) Kunciran – Serpong *)

PT Marga Nujyasumo Agung (MNA) Surabaya – Mojokerto

PT Transmarga Jatim Pasuruan (TJP) Gempol – Pasuruan *)

PT Jasamarga Pandaan Tol (JPT) Gempol – Pandaan *)

PT Jasamarga Bali Tol (JBT) Nusa Dua – Ngurah Rai Benoa

PT Marga Lingkar Jakarta (MLJ) JORR W2 Utara (Ulujami – Kebon Jeruk)

PT Jasamarga Kualanamu Tol (JMKT) 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 Pengelolaan rest area di jalan tol dan SPBU / Management of the rest area on the highway and gas station

Jasa Marga Development Center Penyelenggara Pelatihan dan Pengembangan SDM / Organizers Training and Development Human Resources


PT Jasa Layanan Pemeliharaan (JLP) (dahulu / formerly PT Sarana Marga Utama)

Jasa konstruksi, perdagangan dan persewaan kendaraan/ Construction, trade and rental vehicles

PT Jasamarga Properti (JMP) 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. 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.

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. 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.




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.




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.AHU-06988.40.20.2014 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.AHU-06988.40.20.2014 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.






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. AHU-45700.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. AHU-45700.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.01.10-4344 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. AHU-22281.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.




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. AHU-04634.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 Kunciran-Cengkareng 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-04634.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-AHU-06978.40.20.2014 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. AHU-06978.40.20.2014 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.




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. AHU-46221.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. AHU-62682.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.




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.

Anggaran Dasar JMP telah beberapa kali diubah, dengan perubahan terakhir berdasarkan akta notaris No. 15 tanggal 23 September 2014 dari Windalina, S.H.

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. AHU-02309.AH.01.01. Year 2013 dated January 23, 2013.

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 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. 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:

2014 2013 2014 2013

Perusahaan/ Company Rp Rp Rp Rp

PT Trans Marga Jateng (TMJ) 3,729,259,838 3,407,470,487 228,253,078 671,919,441

PT Marga Nujyasumo Agung (MNA) 2,287,880,479 1,766,141,082 520,334,870 237,954,936

PT Jasamarga Bali Tol (JBT) 2,074,008,392 2,172,599,696 123,050,359 575,693,464

PT Marga Lingkar Jakarta (MLJ) 2,026,712,384 1,846,870,401 375,544,564 564,542,637

PT Jasamarga Pandaan Tol (JPT) 1,153,799,212 801,575,563 369,037,768 443,326,091

PT Marga Kunciran Cengkareng (MKC) 940,950,710 270,393,300 -- --

PT Transmarga Jatim Pasuruan (TJP) 932,902,150 629,222,947 314,905,484 499,556,649

PT Marga Sarana Jabar (MSJ) 860,380,315 896,352,182 132,072,480 336,559,364

Total Aset/Assets Total Pendapatan/Revenues




2014 2013 2014 2013

Perusahaan/ Company Rp Rp Rp Rp

Total Aset/Assets Total Pendapatan/Revenues

PT Marga Trans Nusantara (MTN) 788,351,072 351,564,379 -- --

PT Jasa Layanan Pemeliharaan (JLP)

(dahulu/ formerly PT Sarana Marga Utama [SMU]) 157,901,987 159,613,693 182,947,762 205,466,019

PT Jalantol Lingkarluar Jakarta (JLJ) 130,890,227 103,281,607 424,727,500 234,499,728

PT Jasamarga Properti (JMP) 120,393,745 63,548,090 1,708,182 --

PT Jasamarga Kualanamu Tol (JMKT) 80,290,790 -- -- --

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

1.c. Board of Directors, Commissioners, Audit Committee and Employees

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:

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:

Direksi/Directors Direktur Utama Ir. Adityawarman President Director Direktur Operasi Ir. Hasanudin, M.Eng.Sc Operation Director Direktur Keuangan Ir. Reynaldi Hermansjah Finance Director Direktur Pengembangan Usaha Ir. Abdul Hadi H.S, MM Business Development Director Direktur Sumber Daya Manusia dan Umum Ir. Muh. Najib Fauzan, Msc Human Capital Affairs Development Director

Komisaris/ Commissioners Komisaris Utama Ir. Agoes Widjanarko, MIP President Commissioner Komisaris Ibnu Purna Muchtar, S.E, MA Commissioner Komisaris Dr. Boediarso Teguh Widodo,M.E. Commissioner Komisaris Prof. Dr. Akhmad Syakhroza Commissioner Komisaris (Komisaris Independen) Mayjen. (Purn) Samsoedin Commissioner (Independent Commissioner)

Komisaris (Komisaris Independen) Irjen Polisi (Purn) Drs. Michael

Dendron Primanto, SH, MH Commissioner (Independent Commissioner)

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:

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 Direktur Utama Ir. Adityawarman President Director Direktur Operasi Ir. Hasanudin, M.Eng.Sc. Operation Director Direktur Keuangan Ir. Reynaldi Hermansjah Finance Director Direktur Pengembangan Usaha Ir. Abdul Hadi, H.S, M.M. Business Development Director Direktur Sumber Daya Manusia dan Umum Ir. Muh Najib Fauzan, M.Sc. Human Capital Affairs Development Director Komisaris/ Commissioners Komisaris Utama Ir. Agoes Widjanarko, M.I.P. President Commissioner Komisaris Ibnu Purna Muchtar, S.E., M.A. Commissioner Komisaris Dr. Joyo Winoto Commissioner Komisaris Prof. Dr. Akhmad Syakhroza Commissioner Komisaris (Komisaris Independen) Mayjen. (Purn) Samsoedin Commissioner (Independent Commissioner)

Komisaris (Komisaris Independen) Irjen Polisi (Purn) Drs. Michael Dendron

Primanto, S.H., M.H. Commissioner (Independent Commissioner)




Berdasarkan Keputusan Komisaris No.KEP-0010/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.KEP-0010/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 Irjen Polisi (Purn) Drs. Michael Dendron Primanto, S.H., M.H.

Chairman and Member

Anggota Ir. Agita Widjajanto, M.Sc. Member

Anggota Drs. Rustam Wahyudi, Ak. 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.P-6a/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.P-6a/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 1.d. Public Bond Offering

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:

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 Tanggal Tanggal

(Rp Juta)/ Tenor Penerbitan/ Jatuh

Par value (Tahun/ Issuance Tempo/

No. Obligasi/ Bonds (Rp Million) Years) Date Maturity Date Status

1. Jasa Marga I(A) 23,718 5 11-Mar-83 11-Mar-88 Lunas/ Paid

2. Jasa Marga II/1 (B) 40,000 5 31-Oct-83 31-Oct-88 Lunas/ Paid

3. Jasa Marga II/2 (C) 20,000 5 02-Jun-84 02-Jun-89 Lunas/ Paid

4. Jasa Marga II/2 (D) 20,000 5 03-May-84 03-May-89 Lunas/ Paid

5. Jasa Marga II/2 (E) 20,000 5 31-Mar-84 31-Mar-89 Lunas/ Paid

6. Jasa Marga III/1 (F/1) 40,000 5 28-Dec-84 28-Dec-89 Lunas/ Paid

7. Jasa Marga III/2 (F/2) 30,000 5 03-Jan-85 03-Jan-90 Lunas/ Paid

8. Jasa Marga IV/1 (G/1) 40,000 5 27-Dec-85 27-Dec-90 Lunas/ Paid




Total Tanggal Tanggal

(Rp Juta)/ Tenor Penerbitan/ Jatuh

Par value (Tahun/ Issuance Tempo/

No. Obligasi/ Bonds (Rp Million) Years) Date Maturity Date Status

9. Jasa Marga IV/2 (G/2) 60,000 5 24-Mar-86 24-Mar-91 Lunas/ Paid

10. Jasa Marga V/1 (H) 60,000 5 07-Jun-87 07-Jun-92 Lunas/ Paid

11. Jasa Marga V/2 (I) 40,000 5 19-Nov-87 19-Nov-92 Lunas/ Paid

12. Jasa Marga VI/1 (J) 75,000 8 20-Jun-88 20-Jun-96 Lunas/ Paid

13. Jasa Marga VI/2 (K) 50,000 8 02-Jan-89 02-Jan-97 Lunas/ Paid

14. Obligasi Indeks Pendapatan Tahap I /

Fixed Income Index Bonds Phase I 40,000 12 31-Jul-89 31-Jul-01 Lunas/ Paid

15. Obligasi Indeks Pendapatan Tahap II /

Fixed Income Index Bonds Phase II 30,000 12 21-Sep-89 21-Sep-01 Lunas/ Paid

16. Jasa Marga VII (L) 100,000 8 06-Aug-90 06-Aug-98 Lunas/ Paid

17. Jasa Marga VIII (M) 150,000 8 27-Mar-00 27-Mar-08 Lunas/ Paid

18. Jasa Marga IX (N) 400,000 5 04-Dec-02 04-Dec-07 Lunas/ Paid

19. Jasa Marga X (O) 650,000 8 12-Apr-02 12-Apr-10 Lunas/ Paid

20. Jasa Marga XI (P) 1,000,000 10 10-Oct-03 10-Oct-13 Lunas/ Paid

21. Obligasi JORR I 274,260 10 19-Nov-03 19-Nov-13 Lunas/ Paid

22. Obligasi JORR II(A) 78,300 10 01-May-06 01-May-16 Belum Lunas/ Not Yet Paid *)

Obligasi JORR II (B) 78,300 12 01-May-06 01-May-18 Belum Lunas/ Not Yet Paid **)

Obligasi JORR II (C) 104,400 15 01-May-06 01-May-21 Belum Lunas/ Not Yet Paid

23. Jasa Marga XII (0) 1,000,000 10 07-Jun-06 07-Jun-16 Belum Lunas/ Not Yet Paid

24. Jasa Marga XIII (R) 1,500,000 10 21-Jun-07 21-Jun-17 Belum Lunas/ Not Yet Paid

25. Jasa Marga XIV (JM — 10) 1,000,000 10 10-Dec-10 10-Dec-20 Belum Lunas/ Not Yet Paid

26. Jasa Marga I (JM — 10) 500,000 3 10-Dec-10 10-Dec-13 Lunas/ Paid

27 Jasa Marga Seri / Series S A 700,000 1 27-Dec-13 02-Oct-14 Lunas/ Paid

Jasa Marga Seri / Series S B 400,000 3 27-Dec-13 27-Sep-16 Belum Lunas/ Not Yet Paid

Jasa Marga Seri / Series S C 1,000,000 5 27-Dec-13 27-Sep-18 Belum Lunas/ Not Yet Paid

28 Jasa Marga Seri / Series T 1,000,000 5 19-Sep-14 19-Sep-19 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 1.e. The Company Initial Public Offering 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).

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:

In the period since its initial public offering until the last reporting period the Company has made the following corporate actions:

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

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




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).

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. 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.

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 2.a. Statement of Compliance 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 (Bapepam-LK) No. VIII.G.7 Lampiran Surat Keputusan No. KEP-347/BL/2012 tanggal 25 Juni 2012 tentang Pedoman Penyajian dan Pengungkapan Laporan Keuangan Emiten atau Perusahaan Publik.

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 Board-Financial Institution No. VIII.G.7 attachment No.KEP-347/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

2.b. Basis of Measurement and Preparation of the Consolidated Financial Statements

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.

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).




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”)

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”

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”

2.c. Prinsip-prinsip Konsolidasian 2.c. Principles of Consolidation 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.

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:

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. Kekuasaan yang melebihi setengah hak suara sesuai perjanjian dengan investor lainnya;

1. Power over more than half of the voting rights by virtue of an agreement with other investors;

2. Kekuasaan untuk mengatur kebijakan keuangan dan operasional entitas berdasarkan anggaran dasar atau perjanjian;

2. Power to govern the financial and operating policies of the entity under a statute or an agreement;

3. Kekuasaan untuk menunjuk atau memberhentikan

sebagian besar dewan direksi atau organ pengatur setara dan mengendalikan entitas melalui dewan atau organ tersebut; atau

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. Kekuasaan untuk memberikan suara mayoritas pada rapat dewan direksi dan dewan komisaris atau organ pengatur setara dan mengendalikan entitas melalui dewan atau organ tersebut.

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.




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 2.d. Financial Instruments 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.

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

(i) Financial assets at fair value through profit or loss

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.

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.




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 (ii) Loans and receivables 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.

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 lain-lain 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 (iii) Held to maturity financial asset 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:

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:

a) Investasi yang pada saat pengakuan awal ditetapkan sebagai aset keuangan yang diukur pada nilai wajar melalui laporan laba rugi;

a) Those that are designated as at fair value through profit or loss upon initial recognition;

b) Investasi yang ditetapkan dalam kelompok

tersedia untuk dijual; dan b) Those that are designated as available for sale;

and c) Investasi yang memenuhi definisi pinjaman yang

diberikan dan piutang. c) Those that meet definition of loans and

receivable.

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 (iv) Available for sales financial assets 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

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.




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 Impairment of Financial Assets 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.

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 • it becoming probable that the borrower will enter

bankruptcy or financial reorganization.

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.




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 Financial Liabilities 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 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

a. Financial liabilities are measured at fair value through profit or loss

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

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




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

b. Financial liabilities are measured at amortized cost.

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.

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.

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 Equity Instrument Instrumen ekuitas merupakan setiap kontrak yang memberikan hak residual atas aset suatu entitas setelah dikurangi dengan seluruh liabilitas.

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.




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 Fair Value Estimate Nilai wajar aset dan liabillitas keuangan diestimasi untuk keperluan pengakuan dan pengukuran atau untuk keperluan pengungkapan.

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:




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.

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.

Saling Hapus Instrumen Keuangan Offsetting of Financial Instruments 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.

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 Derecognition 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 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 Effective Interest Method 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.

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.




2.e. Kas dan Setara Kas 2.e. Cash and Cash Equivalents 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.

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 2.f. Impairment of Non Financial Assets 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.

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 cash-generating 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 cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating 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 2.g. Prepaid Expense Biaya dibayar di muka dibebankan dalam laporan laba rugi sesuai masa manfaatnya.

Prepaid expenses are charged to the statements of income in accordance with the beneficial periods.




2.h. Aset Tetap 2.h. Property and Equipment Aset tetap pada awalnya diakui sebesar harga perolehan. Setelah pengakuan awal, dipertanggung-jawabkan dengan menggunakan model biaya dan dinyatakan sebesar harga perolehan dikurangi dengan akumulasi penyusutan dan penyisihan penurunan nilai.

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 20 Office and Other Buildings Peralatan Operasional dan Kantor 3-5 Operational and Office Equipment Kendaraan Bermotor 3-5 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 2.i. Lease

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

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




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 2.j. Investments in Associates 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.

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




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 2.k. Toll Road Concession Rights 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:

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 Tahun/ Years

Jakarta – Bogor – Ciawi 40

Jakarta – Tangerang 40

Surabaya – Gempol 40

Jakarta – Cikampek 40

Padalarang – Cileunyi 40

Prof. Dr. Ir. Sedyatmo 40

Cawang – Tomang – Pluit 40

Belawan – Medan – Tanjung Morawa 40

Semarang Seksi A, B & C 40

Pondok Aren – Bintaro Viaduct – Ulujami 40

Palimanan – Kanci 40

Jakarta Outer Ring Road (JORR) Section E1, E2, E3 & W2 40

Cikampek – Padalarang 40

- Melalui entitas anak/ Through Subsidiaries:

Ruas Jalan Tol/ Toll Roads Tahun/ Years

Bogor Outer Ring Road 45

Kunciran – Cengkareng 35

Kunciran – Serpong 35

JORR W2 Utara 40

Surabaya – Mojokerto 42

Gempol – Pasuruan 45

Gempol – Pandaan 35

Semarang – Solo 45

Nusa Dua – Tanjung Benoa 45

Medan – Kualanamu – Tebing Tinggi 40

Biaya Konstruksi Construction Cost 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

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




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 Other Intangible Assets 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.

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




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 2.l. Provision for Overlay 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.

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 2.m. Bonds Payable and Bond Issuance Costs 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.

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 2.n. Stock Issuance Costs

Biaya emisi saham disajikan sebagai pengurang dalam akun Tambahan Modal Disetor.

Stock issuance costs are presented as deduction to the Additional Paid in Capital.

2.o. Pengakuan Pendapatan dan Beban 2.o. Revenue and Expense Recognition

Pendapatan Konstruksi Construction Revenues 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 biaya-plus.

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.




Pendapatan Tol Toll Revenues 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.

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 Other Operating Revenues 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.

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 Other Income Pendapatan dividen dari aset keuangan lainnya diakui pada saat pembagian dividen diumumkan. Pendapatan lainnya diakui atas dasar akrual.

Dividend income from other financial asset is recognized when the dividend distribution has been declared. Other income is recognized based on accrual basis.

Beban Expenses Beban diakui pada saat terjadinya (basis akrual). Expenses are recognized when incurred (accrual basis).

Beban Konstruksi Construction Cost Beban konstruksi diakui sejak kegiatan konstruksi dimulai sampai dengan proses pembangunan aset selesai dan siap untuk digunakan.

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 2.p. Transactions and Balances in Foreign Currencies 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:

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 2013

Rp Rp

Dolar Amerika Serikat 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 2.q. Income Tax 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.

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.




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

1) has a legally enforceable right to set off current tax asset against current tax liability; and

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.

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 2.r. Employee Benefits

Program Pensiun Pension Program 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.

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.KEP- 370/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.KEP-370/KM.17/1997, dated July 15, 1997 and amended by




dengan Surat Keputusan No.KEP-379/KM.6/2004, tanggal 14 September 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 Post Retirement Benefit Program 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.

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 masing-masing 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 Pension Healthcare Program 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.

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.




Entitas Anak Subsidiaries

Program Pensiun Pension Program 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.

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 Other Employee Benefit Program JLJ, JLP, TMJ dan MNA (Entitas Anak) membukukan liabilitas program imbalan kerja sesuai dengan Undang-undang 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.

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 2.s. Transactions with Related Parties Pihak berelasi adalah orang atau entitas yang terkait dengan entitas yang terkait dengan Grup (entitas pelapor).

A related party is a person or entity that is related to the Group (the reporting entity).

1) Orang atau anggota keluarga terdekat mempunyai relasi dengan entitas pelapor jika orang tersebut:

1) A person or a close member of that person's family is related to the reporting entity if that:

a. Memiliki pengendalian atau pengendalian bersama atas entitas pelapor;

a. has control or joint control over the reporting entity;

b. Memiliki pengaruh signifikan atas entitas pelapor; atau

b. has significant influence over the reporting entity; or

c. Personil manajemen kunci entitas pelapor atau entitas induk entitas pelapor.

c. is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.

2) Suatu entitas berelasi dengan entitas pelapor jika memenuhi salah satu hal berikut:

2) An entity is related to a reporting entity if any of the following conditions applies:

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);

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. 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);

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);

c. Kedua entitas tersebut adalah ventura bersama dari pihak ketiga yang sama;

c. Both entities are joint ventures of the same third party;

d. Satu entitas adalah ventura bersama dari entitas ketiga dan entitas yang lain adalah entitas asosiasi dari entitas ketiga;

d. One entity is a joint venture of a third entity and the other entity is an associate of the third entity;




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;

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. Entitas yang dikendalikan atau dikendalikan bersama oleh orang yang dildentifikasikan dalam huruf a; atau

f. The entity is controlled or jointly controlled by a person identified in (a); or

g. Orang yang diidentifikasikan dalam huruf (1) (a) memiliki pengaruh signifikan atas entitas atau personil manajemen kunci entitas (atau entitas induk dari entitas.

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 2.t. Goodwill Goodwill timbul dari kombinasi bisnis diakui sebagai aset pada tanggal dimana pengendalian diperoleh.

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 2.u. Information Reporting

Grup mengungkapkan informasi yang memungkinkan pengguna laporan keuangan untuk mengevaluasi sifat dan dampak keuangan dari aktivitas bisnis. Standar

The Group disclose information which enables users of financial statements to evaluate the nature and financial effects of business activity. Standard also refines the




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 2.v. Earnings Per Share

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.

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:




Sebelum Penyajian Sesudah Penyajian

Kembali/ Penyesuaian/ Kembali/

Before Adjustment After

Restatement Restatement

Rp Rp

ASET ASSETS

Aset Tidak Lancar Non-Current Assets

Biaya Dibayar Dimuka 47,356,940 (21,589,375) 25,767,565 Prepaid Expenses

Pajak Dibayar Dimuka 1,100,643 63,549,023 64,649,666 Prepaid Taxes

Aset Tetap 593,028,346 (1,714,952) 591,313,394 Property and Equipment

Hak Pengusahaan Jalan Tol 22,300,271,393 (338,150,247) 21,962,121,146 Toll Road Concession Rights

LIABILITAS DAN EKUITAS LIABILITES AND EQUITY

Liabilitas Jangka Pendek Current Liabiities

Utang Usaha 80,668,899 19,362,537 100,031,436 Accounts Payable

Liabilitas Jangka Panjang Non-Current Liabilities

Liabilitas Pajak Tangguhan 522,668,019 25,833,535 548,501,554 Deferred Tax Liabilities

Liabilitas Jangka Panjang Lainnya 435,465,081 23,200,000 458,665,081 Other Long Term Liabilities

EKUITAS EQUITY

Saldo laba 3,449,445,813 (308,655,573) 3,140,790,240 Retained Earnings

Kepentingan Non Pengendali 1,561,545,859 (377,214) 1,561,168,645 Non-Controlling Interests

LAPORAN LABA RUGI STATEMENTS OF

KOMPREHENSIF COMPREHENSIVE INCOME

Pendapatan Tol 5,825,932,269 (23,200,000) 5,802,732,269 Toll Revenues

Beban Pemeliharaan Jalan Tol 1,143,307,645 425,517,344 1,568,824,989 Toll Road Maintenance Expenses

Beban Pajak 476,834,608 (94,984,324) 381,850,284 Tax Expenses

LABA TAHUN BERJALAN 1,237,820,534 (309,032,787) 928,787,747 INCOME FOR THE YEAR

LABA KOMPREHENSIF COMPREHENSIVE INCOME

TAHUN BERJALAN 1,236,626,699 (309,032,787) 927,593,912 FOR THE YEAR

31 Des/ Dec 2013

o




4. Kas dan Setara Kas 4. Cash and Cash Equivalents

2014 2013

Rp Rp

Kas/ Cash on Hand

Kas/ Cash 54,655,364 46,716,488

Kas Proyek/ Cash for Project 710,000 910,000

Jumlah Kas/ Total Cash on Hand 55,365,364 47,626,488

Bank/ Cash in Banks

Rupiah

Pihak Berelasi (Catatan 43)/ Related Parties (Note 43) 233,439,581 262,848,231

Pihak Ketiga/ Third Parties:

PT Bank Permata Tbk 21,918,384 5,050,851

PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk 19,279,074 77,633,787

PT Bank Syariah Mandiri 9,195,739 16,901

PT Bank Pembangunan Daerah Jawa Tengah 5,465,509 4,697,296

PT Bank Sumut 1,915,295 2,804,065

PT Bank Bukopin Tbk 1,307,483 1,593,015

PT Bank Pembangunan Daerah Jawa Timur Tbk 815,597 124,039

PT Bank Central Asia Tbk 483,641 2,915,177

PT Bank DBS Indonesia 454,189 3,867,514

PT Bank Himpunan Saudara 1906, Tbk 339,735 --

PT Bank Jabar Banten Syariah 296,326 289,194

PT Bank DKI 243,846 17,080

PT Bank Muamalat Indonesia Tbk 186,328 368,300

PT Bank OCBC NISP Tbk 605 976

295,341,331 362,226,426

Dolar Amerika Serikat/ United States Dollar

Pihak Berelasi (Catatan 43)/ Related Party (Note 43) 1,116,701 922,812

1,116,701 922,812

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




2014 2013

Rp Rp

Rupiah

Pihak Berelasi (Catatan 43)/ Related Parties (Note 43) 1,922,336,000 2,036,802,514

Pihak Ketiga/ Third Parties:



PT Bank Muamalat Indonesia Tbk 139,400,000 91,593,000

PT Bank Permata Tbk 83,000,000 99,989,326


PT Bank CIMB Niaga Tbk 65,000,000 64,000,000

PT Bank DKI 46,182,826 710,224

PT Bank Pembangunan Daerah Bali 35,050,000 35,050,000

PT Bank Tabungan Pensiunan Nasional (Persero) Tbk 20,000,000 27,000,000

PT Bank Sinar Harapan Bali 10,000,000 10,000,000

PT Bank Pembangunan Daerah Jawa Timur Tbk 9,000,000 3,000,000

PT Bank Panin Syariah 7,500,000 15,000,000

PT Bank Himpunan Saudara 1906 Tbk 5,000,000 3,012,268

PT Bank Victoria International Tbk 2,000,000 --

PT Bank DBS Indonesia 1,467,456 1,830,377

PT Bank Syariah Bukopin -- 32,000,000

PT Bank Syariah Mega Indonesia -- 9,000,000

PT Bank Jatim Syariah -- 8,000,000

PT Bank Mutiara Tbk -- 3,500,000

PT Bank Panin Tbk -- 2,000,000

PT Bank UOB Buana Indonesia Tbk -- 2,000,000

PT Bank Internasional Indonesia Syariah -- 2,000,000

2,925,276,282 3,089,877,709


Pihak Berelasi (Catatan 43)/ Related Party (Note 43) 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

Deposito Berjangka/ Time Deposits

Jatuh Tempo (Bulan)/ Maturity Period (Months) 1 - 3 1 - 3

Tingkat Suku Bunga (%)/ Interest Rate (%)

Rupiah 4.5 - 11.0 4.5 - 11.5

Dolar Amerika Serikat/ United States Dollar 1.5 1.5

Kas proyek merupakan uang tunai dan rekening giro yang tersedia untuk membiayai pemeliharaan dan pembangunan jalan tol.

Cash for projects represent cash on hand and in banks to finance expenditures related to maintenance and toll roads construction.




5. Investasi Jangka Pendek 5. Short-Term Investments

2014 2013

Rp Rp

Efek Tersedia untuk Dijual Marketable Securities Available for Sale

Reksadana Mandiri Investasi Mutual Fund Mandiri

Dana Obligasi Seri II 4,529,650 4,529,650 Investment - Bond II Series

Kenaikan Nilai Aset Bersih 2,613,862 2,098,260 Increase in Net Assets Value

Jumlah 7,143,512 6,627,910 Total

Mutasi kenaikan nilai aset bersih adalah sebagai berikut: A movement of increase in net assets value is as follows:

2014 2013

Rp Rp

Saldo Awal 2,098,260 3,292,095 Beginning Balance

Laba (Rugi) Belum Direalisasi 515,602 (1,193,835) Unrealized Profit (Loss)

Saldo Akhir 2,613,862 2,098,260 Ending Balance

6. Piutang Lain-lain 6. Other Receivables

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 represent revenues to be received from rent of land, rest areas, advertisement spaces and interest on time deposits.

2014 2013

Rp Rp

Piutang Lain-lain - Lancar/ Other Receivables - Current


Pihak Ketiga/ Third Parties

Kementerian Pekerjaan Umum/ Ministry of Public Works 110,861,163 91,438,316

PT Nancy Wijaya 9,500,000 --

PT Graha Sarana Duta 5,653,384 3,629,682

PT Indocement Tunggal Prakarsa 1,381,972 2,625,182

Pegawai/ Employees 108,274 9,421,998

Lain-lain/ Others

(Masing-masing di bawah Rp 1 Miliar)/ (Each below Rp 1 Billion) 19,412,420 59,083,719

Sub Jumlah/ Sub Total 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) --

Jumlah Bersih/ Total Net 148,828,618 177,197,911




2014 2013

Rp Rp

Piutang Lain-lain - Tidak Lancar/ Other Receivables - Non Current


PT Nancy Wijaya -- 9,500,000

Lain-lain / Others

(Masing-masing di bawah Rp 1 Miliar)/ (Each below Rp 1 Billion) -- 26,550,509

Sub Jumlah/ Sub Total -- 36,050,509

Dikurangi/ Less:

Cadangan Kerugian Penurunan Piutang/ Allowance for Impairment Losses

Pihak Berelasi/ Related Parties -- (1,239,952)

Pihak Ketiga/ Third Parties -- (15,059,891)

Sub Jumlah/ Sub Total -- (16,299,843)

Jumlah Bersih/ Net Total -- 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 2013

Rp 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




7. Biaya Dibayar Dimuka 7. Prepaid Expenses

Merupakan biaya dibayar di muka atas sewa, asuransi, perlengkapan kantor dan tol serta uang muka perjalanan dinas.

Represent prepaid rent, insurance, office and toll supplies and advances for business travel.

2014 2013

Rp Rp

Biaya Dibayar di Muka 65,241,828 5,532,072 Prepaid Expenses

Uang Muka Internal 6,722,989 1,908,516 Internal Advances

Uang Muka Pekerjaan 17,386 18,326,977 Work Advances

Jumlah 71,982,203 25,767,565 Total

8. Perpajakan 8. Taxation

a. Pajak Dibayar Dimuka a. Prepaid Taxes

2014 2013

Rp Rp

Perusahaan The Company

PPh Pasal 28.a Tahun 2013 120,817,859 63,549,023 Income Tax Article 28.a Year 2013


Pajak Penghasilan: Income Taxes:

Pasal 23 243,147 -- Article 23

Pajak Pertambahan Nilai 1,572,697 1,100,643 Value Added Tax

1,815,844 1,100,643

Jumlah 122,633,703 64,649,666 Total

b. Utang Pajak b. Tax Payables

2014 2013

Rp RpPerusahaan The Company

Pajak Penghasilan: Income Tax:

Pasal 4 (2) 9,176,038 8,548,260 Article 4 (2)

Pasal 21 22,639,595 25,935,317 Article 21

Pasal 23 2,008,861 1,191,347 Article 23

Pasal 25 32,122,970 30,186,327 Article 25

Pasal 29 140,582,339 -- Article 29

Pajak Pertambahan Nilai 42,611,553 21,455,327 Value Added Tax

Kewajiban Pajak Lainnya -- 646,066 Other Tax Liabilities

249,141,356 87,962,644


Pajak Penghasilan: Income Tax:

Pasal 4 (2) 5,177,222 12,665,878 Article 4 (2)

Pasal 21 4,259,803 3,726,995 Article 21

Pasal 23 668,655 1,297,505 Article 23

Pasal 26 14,293 13,712 Article 26

Pasal 29 546,490 1,354,816 Article 29

Pajak Pertambahan Nilai 1,757,629 38,853 Value Added Tax

12,424,092 19,097,759

Jumlah 261,565,448 107,060,403 Total




c. Beban Pajak Penghasilan c. Income Tax Expenses

2014 2013

Rp Rp


Pajak Kini 526,662,455 299,062,091 Current tax

Pajak Tangguhan 36,132,729 64,523,831 Deferred Tax

562,795,184 363,585,922


Pajak Kini 4,981,039 1,537,942 Current tax

Pajak Tangguhan 38,865,843 16,726,420 Deferred Tax

43,846,882 18,264,362

Konsolidasian Consolidated

Pajak kini 531,643,494 300,600,033 Current Tax

Pajak Tangguhan 74,998,572 81,250,251 Deffered Tax

Jumlah 606,642,066 381,850,284 Total

Pajak Kini Current Tax Rekonsiliasi antara laba sebeIum pajak penghasilan menurut laporan laba rugi dengan laba kena pajak:

A reconciliation between income before income tax as reported in the statements of income and taxable income is as follows:

2014 2013

Rp Rp

Laba Konsolidasian Sebelum Pajak

Penghasilan Badan 1,821,973,793 1,310,638,031 Consolidated Income Before Tax

Dikurangi: Laba (Rugi) Entitas Anak (144,249,845) (80,609,531) 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 Calculation of Income Tax -

sebagai berikut: the Company as follows:

Koreksi Positif (Negatif) atas Positive (Negative) Corrections on

Laba Komersial: Commercial Income:

Beban Pengumpulan Tol 9,578,146 20,358,453 Toll Road Collection Expenses

Pendapatan Konstruksi (243,104,218) (755,561,481) Construction Revenues

Beban Pelayanan Pemakai Jalan ToI 5,135,293 2,570,683 Toll Road Services Expenses

Beban Pemeliharaan Jalan Tol 1,391,922 1,183,047 Maintenance Cost of Toll Road

Beban Konstruksi 238,571,362 749,452,797 Construction Expenses

Beban Umum dan Administrasi 59,365,201 56,009,933 General and Administrative Expenses

Bagian Rugi Perusahaan Asosiasi 399,621,370 155,852,504 Income (loss) of Associates

Penyusutan Aset Tetap, Pelapisan Ulang Depreciation of Fixed Assets, Overlay Charges

dan Amortisasi Biaya Emisi Obligasi (211,900,313) (310,936,161) and Amortization of Bond Issuance Cost

Tantiem 20,000,000 19,250,000 Bonuses

Realisasi Pembayaran Tantiem (19,000,000) (12,000,000) Realization of Payment Bonuses

Beban Bunga 134,687,115 93,363,207 Interest Expenses

Penghasilan Dikenakan Pajak Final (329,319,257) (423,632,083) Income Subject to Final Tax

Biaya Perolehan Penghasilan Dikenakan Acquisition Cost of Income Subject

Pajak Final 3,469,524 151,578,634 to Final Tax

Liabilitas Imbalan Kerja 67,369,398 52,840,837 Employee Benefits Obligation

Beban Piutang Karyawan 861,844 1,327,219 Employee Receivable Expenses

Beban Bunga Efektif Interest Rate 3,698,796 3,343,212 Effective Rate Interest Expenses

Jumlah 140,426,183 (194,999,199) Total

Laba Kena Pajak 2,106,649,821 1,196,248,363 Taxable Income

Beban Pajak Kini pada Tarif Pajak yang Berlaku 526,662,455 299,062,091 Current Tax Expense at Effective Tax Rate




2014 2013

Rp Rp

Dikurangi: Uang Muka Pajak Less: Prepaid Taxes

Pajak Penghasilan Pasal 23 604,479 375,192 Income Tax Article 23

Pajak Penghasilan Pasal 25 385,475,637 362,235,922 Income Tax Article 25

Jumlah 386,080,116 362,611,114 Total

Kurang (Lebih) Bayar Pajak Penghasilan Less (excess) Payment Income Tax

Perusahaan 140,582,339 (63,549,023) The Company

Entitas Anak 546,490 1,354,816 Subsidiaries

Jumlah Lebih Bayar (Utang) Pajak - Consolidated - Income Tax Over Payment

Konsolidasian 141,128,829 (62,194,207) (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 Deferred Tax 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 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/ Dibebankan ke Penyesuaian/ 31 Desember 2013/ Dibebankan ke 31 Desember 2014/

December 31, 2012 Laba Rugi/ Adjustment December 31, 2013 Laba Rugi/ December 31, 2014

Charged to Charged to

Statements Statements

Income Income

Rp Rp Rp Rp Rp Rp

Liabilitas (Aset) Pajak Tangguhan/

Deferred Tax Liabilities (Assets)

Perusahaan/ The Company

Aset Tetap dan Aset Tak Berwujud/

Fixed Assets and Intangible Assets 508,679,678 79,661,306 4,177,326 592,518,310 58,503,875 651,022,185

Provisi Pelapisan Jalan Tol/

Provision for Overlay 8,772,625 (1,927,266) -- 6,845,359 (5,426,509) 1,418,850

Liabilitas Imbalan Kerja/

Employee Benefits Liabilities (63,308,429) (13,210,209) (3,836,287) (80,354,925) (16,944,637) (97,299,562)

Jumlah/ Total 454,143,874 64,523,831 341,039 519,008,744 36,132,729 555,141,473


Aset Tetap dan Aset Tak Berwujud/

Fixed Assets and Intangible Assets 14,136,341 26,042,917 -- 40,179,258 41,370,441 81,549,699

Provisi Pelapisan Jalan Tol/

Provision for Overlay -- (3,239,186) -- (3,239,186) (3,188,594) (6,427,780)

Liabilitas Imbalan Kerja/

Employee Benefits Liabilities (2,129,582) 997,653 -- (1,131,929) 683,996 (447,933)

Penyisihan Kerugian Penurunan Piutang/

Allowance for Impairment Losses -- (2,390,137) -- (2,390,137) -- (2,390,137)

Rugi Fiskal/ Fiscal Loss 415,295 (4,684,827) 344,336 (3,925,196) -- (3,925,196)

Jumlah/ Total 12,422,054 16,726,420 344,336 29,492,810 38,865,843 68,358,653

Liabilitas Pajak Tangguhan Konsolidasian/

Consolidated Deferred Tax Liabilities 466,565,928 81,250,251 685,375 548,501,554 74,998,572 623,500,126




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 2013

Rp Rp

Laba Sebelum Pajak Penghasilan Perusahaan 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 2,394,537 5,089,613 Toll Road Collection Expenses

Pendapatan Konstruksi (60,776,055) (188,890,370) Construction Revenue

Beban Pelayanan Pemakai Jalan Tol 1,283,823 642,671 Toll Road Services Expenses

Beban Pemeliharaan Jalan Tol 347,981 295,762 Toll Road Maintenance Expenses

Beban Konstruksi 59,642,841 187,363,199 Construction Expenses


Bagian Rugi Perusahaan Asosiasi 99,905,343 38,963,126 Profit on Associate Companies’ Net Income

Penyusutan Aset Tetap, Pelapisan Ulang Depreciation of Fixed Asset, Amortization of

dan Amortisasi Biaya Emisi Obligasi (52,975,078) (77,734,040) Overlay Charges and Bond Issuance Cost

Tantiem 5,000,000 4,812,500 Bonuses

Realisasi Pembayaran Tantiem (4,750,000) (3,000,000) Realization of Payment Bonuses

Beban Bunga 33,671,779 23,340,802 Interest Expenses

Penghasilan Dikenakan Pajak Final (82,329,814) (105,908,021) Income Subject to Final Tax

Biaya Perolehan Penghasilan Dikenakan Acquisition Cost of Income Subject to

Pajak Final 867,381 37,894,659 Final Tax

Liabilitas Imbalan Kerja 16,842,350 13,210,209 Employee Benefits Obligation

Beban Piutang Karyawan 215,461 331,805 Employee Receivable Expense

Beban Bunga Efektif Interest Rate 924,696 835,802 Effective Rate Interest Expenses

Jumlah 35,106,545 (48,749,800) Total

Jumlah Beban Pajak Kini 531,643,494 300,600,033 Total Current Tax Expenses

Jumlah Beban Pajak Tangguhan 74,998,572 81,250,251 Total Deferred Tax Expenses

Jumlah Beban Pajak – Konsolidasian 606,642,066 381,850,284 Total of Tax Expenses – Consolidation

9. Dana Ditetapkan Penggunaannya 9. Appropriated Funds

2014 2013

Rp Rp

Jaminan Pelaksanaan/ Performance Bond


Jaminan Pembebasan Tanah/ Land Acquisition Guarantees





PT Bank UOB Indonesia -- 26,850,000

Jaminan Sindikasi Bank/ Syndicated Bank Guarantees



PT Bank Central Asia, Tbk 4,390,033 --

PT Bank Pembangunan Daerah Jawa Tengah 156,443 --

Rekening Khusus/ Special Account 604,798,152 233,010,674

Jumlah/ Total 816,903,789 459,315,101




Rekening Khusus Appropriated Account 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 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. Investments in Associates

Perusahaan memiliki penyertaan saham pada entitas asosiasi yang dipertanggungjawabkan dengan metode ekuitas. Nilai tercatat penyertaan saham tersebut sebagai berikut:

The Company has investments in associates which accounted for using the equity method. The carrying values of such investment in shares are as follows:

Nilai Tercatat Penambahan Nilai Tercatat

Penyertaan (Pengurangan) Bagian Laba Penyertaan

Persentase Awal Tahun/ Penyertaan/ (Rugi) Bersih/ Penerimaan Akhir Tahun/

Kepemilikan/ Carrying Value Additions Portion in Dividen/ Carrying

Entitas Asosiasi/ Percentage at Beginning (Deduction) Net Profit Dividend Value at End

Associates Company Status Ownership of Year of Investment (Loss) Received of Year

PT Citra Bhakti Margatama Pengakhiran PKP/

Persada (CBMP) Termination of

Concession 34.83 56,787,000 -- -- -- 56,787,000

PT Citra Ganesha Marga Pengakhiran PKP/

Nusantara (CGMN) Termination of

Concession 30.00 16,914,266 -- -- -- 16,914,266

PT lsmawa Trimitra (IT) Operasi/ Operate 25.00 8,976,442 -- 1,030,628 (1,149,845) 8,857,225

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

Dikurangi/ Deducted

Penurunan Nilai Penyertaan pada CBMP/ (56,786,999) (56,786,999)

Impairment of Investment in CBMP

Penurunan Nilai Penyertaan pada CGMN/ (16,914,265) (16,914,265)

Impairment of Investment in CGMN

Penurunan Nilai Penyertaan pada BMU/ (9,435,999) (9,435,999)

Impairment of Investment in BMU (83,137,263) (83,137,263)

Jumlah/ Total 179,237,078 171,345,274

31 Desember/ December 2014

Perubahan Selama Periode Berjalan/

Changes in Current Period




Nilai Tercatat Penambahan Nilai Tercatat

Penyertaan (Pengurangan) Bagian Laba Penyertaan

Persentase Awal Tahun/ Penyertaan/ (Rugi) Bersih/ Penerimaan Akhir Tahun/

Kepemilikan/ Carrying Value Additions Portion in Dividen/ Carrying

Entitas Asosiasi/ Percentage at Beginning (Deduction) Net Profit Dividend Value at End

Associates Company Status Ownership of Year of Investment (Loss) Received of Year

PT Citra Bhakti Margatama Pengakhiran PKP/

Persada (CBMP) Termination of

Concession 34.83 56,787,000 -- -- -- 56,787,000

PT Citra Ganesha Marga Pengakhiran PKP/

Nusantara (CGMN) Termination of

Concession 30.00 16,914,266 -- -- -- 16,914,266

PT Jatim Marga Utama (JMU) Belum Operasi/

Not Yet Operated -- 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) Belum Operasi/

Not Yet Operated 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/ (56,786,999) (56,786,999)

Impairment of Investment in CBMP

Penurunan Nilai Penyertaan pada CGMN/ (16,914,265) (16,914,265)

Impairment of Investment in CGMN

Penurunan Nilai Penyertaan pada BMU/ (9,435,999) (9,435,999)

Impairment of Investment in BMU (83,137,263) (83,137,263)

Jumlah/ Total 175,745,092 179,237,078


Perubahan Selama Periode Berjalan/

Changes in Current Period

a. PT Citra Bhakti Margatama Persada (CBMP) 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-Cakung-Cilincing-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.

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 (Cikunir-Cakung-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).




b. PT Citra Ganesha Marga Nusantara (CGMN) 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.

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) 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

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




September 2014 dari Lumassia, S.H. Akta perubahan disahkan oleh Menteri Hukum dan Hak Asasi Manusia Republik Indonesia dengan Surat Keputusan No. AHU-27882.40.22.2014 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. AHU-27882.40.22.2014 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) 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.

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 Ciawi-Sukabumi 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) 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 Cinere-Jagorawi. 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. 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.01.10-42622 tanggal 30 November 2012. TLKJ berdomisili di Jakarta.

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. 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.




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:

Perusahaan/ Company Status/ Status Rp % Rp %

PT Jakarta Lingkar Barat Satu (JLB) Operasi/ Operate 180,632,000 19.10 180,632,000 19.10

PT Marga Mandala Sakti (MMS) Operasi/ Operate 28,000,000 1.94 28,000,000 1.94

PT Citra Margatama Surabaya (CMS) Operasi/ Operate 20,000,000 5.26 20,000,000 5.26

PT Marga Nurindo Bhakti (MNB) Pengakhiran PKP/

Termination of

Concession 9,500,000 10.00 9,500,000 10.00

PT Margabumi Matraraya (MBM) Operasi/ Operate 5,500,000 6.47 5,500,000 6.47

PT Citra Mataram Satriamarga Persada (CMSP) Pengakhiran PKP/

Termination of

Concession 4,725,000 15.00 4,725,000 15.00

PT Margaraya Jawa Tol (MJT) Belum Operasi/

Not Yet Operated 4,143,438 2.47 4,143,438 2.47

PT Bosowa Marga Nusantara (BMN) Operasi/ Operate 3,332,000 1.47 3,332,000 1.47

PT Jatim Marga Utama (JMU) Belum Operasi/

Not Yet Operated 3,000,000 7.00 3,000,000 7.00

PT Marga Mawatindo Esprit (MME) Pengakhiran PKP/

Termination of

Concession 2,780,862 8.33 2,780,862 8.33

PT Marga Net One Limited (MNOL) Pengakhiran PKP/

Termination of

Concession 15,291 10.00 15,291 10.00

261,628,591 261,628,591

Jumlah/ Total 261,628,591 261,628,591

Dikurangi/Deducted:

Penurunan Nilai Penyertaan pada MNB/

Impairment of Investment in MNB (9,499,999) (9,499,999)

Penurunan Nilai Penyertaan pada CMSP/

Impairment of Investment in CMSP (4,724,999) (4,724,999)

Penurunan Nilai Penyertaan pada MME/

Impairment of Investment in MME (2,780,860) (2,780,860)

Penurunan Nilai Penyertaan pada MNOL/

Impairment of Investment in MNOL (15,289) (15,289)

(17,021,147) (17,021,147)

Jumlah/ Total 244,607,444 244,607,444

2014 2013

a. PT Jakarta Lingkar Baratsatu (JLB) 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.0103-Mn/271, tanggal 31 Maret 2005, Menteri Pekerjaan Umum

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




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) 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.

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%.




c. PT Citra Margatama Surabaya (CMS) 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.

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) 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.

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).




e. PT Margabumi Matraraya (MBMR) 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.

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.01.10-32919 tanggal 8 Agustus 2013. Berdasarkan akta perubahan terakhir, kepemilikan Perusahaan mengalami dilusi karena tidak ikut serta dalam penambahan modal disetor.

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.

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.

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.

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) 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.

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) 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

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




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) 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.

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) 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.

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.




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.

j. PT Marga Mawatindo Esprit (MME) j. 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.

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).

k. PT Marga Net One Limited (MNOL) k. 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

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




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

Saldo Awal/ Penambahan/ Pengurangan/ Reklasifikasi/ Saldo Akhir/

Beginning Balance Addition Disposals Reclassification Ending Balance

Harga Perolehan/ Acquisition Cost

Aset Tetap Pemilikan Langsung/

Direct Acquisition Assets

Hak atas Tanah/ Land Rights 3,329,787 4,364,422 -- -- 7,694,209

Gedung Kantor dan Bangunan Lain/

Office and Other Buildings 200,584,547 23,839,529 -- -- 224,424,076

Peralatan Operasional dan Kantor/

Operational and Office Equipment 671,499,525 133,099,441 122,650 138,565 804,614,881

Kendaraan Bermotor/

Vehicles 50,486,084 14,539,003 6,039,293 -- 58,985,794

Sub Jumlah/ Sub Total 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

Sub Jumlah/ Sub Total 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

Sub Jumlah/ Sub Total 130,159,479 124,800,532 -- (56,835,206) 198,124,805

Jumlah Harga Perolehan/

Total Acquisition Cost 1,219,342,282 300,642,927 6,161,943 (56,696,641) 1,457,126,624








Akumulasi Penyusutan/

Accumulated Depreciation


Office and Other Buildings 74,644,068 8,817,295 -- -- 83,461,363

Peralatan Operasi dan Kantor/

Operational and Office Equipment 524,138,385 104,643,084 22,486 -- 628,758,983

Kendaraan Bermotor/

Vehicles 29,105,577 7,852,072 3,156,673 -- 33,800,976

Sub Jumlah/ Sub Total 627,888,030 121,312,451 3,179,159 -- 746,021,322


Finance Lease Assets 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 591,313,394 701,727,320



Harga Perolehan/ Acquisition Cost

Aset Tetap Pemilikan Langsung/

Direct Acquisition Assets

Hak atas Tanah/ Land Rights 3,515,187 -- 185,400 -- 3,329,787


Office and Other Buildings 145,866,546 55,107,277 389,276 -- 200,584,547

Peralatan Operasional dan Kantor/

Operational and Office Equipment 580,000,957 214,423,114 1,100,000 (121,824,546) 671,499,525

Kendaraan Bermotor/

Vehicles 37,043,819 16,151,695 2,709,430 -- 50,486,084

Sub Jumlah/ Sub Total 766,426,508 285,682,086 4,384,106 (121,824,546) 925,899,942


Finance Lease Assets 112,480,222 -- 32,339,887 83,142,525 163,282,860

Sub Jumlah/ Sub Total 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

Sub Jumlah/ Sub Total 76,339,726 95,615,352 25,383,694 (16,411,905) 130,159,479


Total Acquisition Cost 955,246,457 381,297,438 62,107,687 (55,093,926) 1,219,342,282


Akumulasi Penyusutan/

Accumulated Depreciation


Office and Other Buildings 59,033,036 15,841,309 230,277 -- 74,644,068

Peralatan Operasi dan Kantor/

Operational and Office Equipment 417,086,406 107,495,905 32,568,593 32,124,667 524,138,385

Kendaraan Bermotor/

Vehicles 24,280,261 6,907,097 2,081,781 -- 29,105,577

Sub Jumlah/ Sub Total 500,399,703 130,244,311 34,880,651 32,124,667 627,888,030


Finance Lease Assets 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





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:

Persentase Persentase

Penyelesaian/ Penyelesaian/

Percentage of Percentage of

Rp Completion Rp Completion

Gedung Kantor/ Office Buildings 32,756,687 50% 78,146,082 50%

Sarana Pelengkap/ Facility 92,043,845 81% 17,586,661 98%

Jumlah/ Total 124,800,532 95,732,743

2014 2013

13. Aset Takberwujud 13. Intangible Assets

a. Hak Pengusahaan Jalan Tol/ Toll Road Concession Rights


Beginning Balance Additions Disposals Reclassification Ending Balance

Rp Rp Rp Rp Rp

Harga Perolehan/

Acquisition Cost 25,541,535,264 2,662,890,294 -- -- 28,204,425,558

Akumulasi Amortisasi/

Accumulated Amortization 3,579,414,118 689,596,650 -- -- 4,269,010,768

Nilai Tercatat/ Carrying Amount 21,962,121,146 23,935,414,790




Rp Rp Rp Rp Rp

Harga Perolehan/

Acquisition Cost 21,851,814,513 4,327,116,380 639,208,738 1,813,109 25,541,535,264


Accumulated Amortization 3,304,108,915 914,415,782 639,208,738 98,159 3,579,414,118

Nilai Tercatat/ Carrying Amount 18,547,705,598 21,962,121,146





b. Aset Takberwujud Lainnya/ Others Intangible Assets



Rp Rp Rp Rp RpHarga Perolehan/ Acquisition

Cost

Tanah Pra-Konstruksi/

Pre-Construction Land 630,024,173 1,525,169,770 -- -- 2,155,193,943

Perangkat Lunak/

Software 32,936,993 27,269,773 -- -- 60,206,766


Total Acquisition Cost 662,961,166 1,552,439,543 -- -- 2,215,400,709


Accumulated Amortization

Perangkat Lunak/

Software 21,842,628 10,389,887 -- -- 32,232,515

Nilai Tercatat/ Carrying Amount 641,118,538 2,183,168,194




Rp Rp Rp Rp RpHarga Perolehan/ Acquisition

Cost

Tanah Pra-Konstruksi/

Pre-Construction Land 338,807,033 439,129,096 147,911,956 -- 630,024,173

Perangkat Lunak/

Software 37,500 32,899,493 -- -- 32,936,993


Total Acquisition Cost 338,844,533 472,028,589 147,911,956 -- 662,961,166


Accumulated Amortization

Perangkat Lunak/

Software 23,250 21,819,378 -- -- 21,842,628



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 2013

Rp Rp

Beban Pemeliharaan Jalan Tol 644,185,877 892,453,544 Toll Road Maintenance Expenses


Beban Pelayanan Pemakai Jalan Tol 57,831,741 55,804,423 Toll Road Service Expenses

Beban Pengumpulan Tol 93,044,380 85,637,939 Toll Collection Expenses

Jumlah 830,536,111 1,066,503,268 Total




14. Goodwill 14. Goodwill

2014 2013

Rp Rp

Nilai Tercatat/ Carrying Amount

Akuisisi/ Acquisition of PT Marga Nujyasumo Agung 36,879,508 36,879,508

Akuisisi/ Acquisition of PT Marga Kunciran Cengkareng 2,120,709 2,120,709

Akuisisi/ Acquisition of PT Jasa Layanan Pemeliharaan 2,848,350 2,848,350

Jumlah/ Total 41,848,567 41,848,567

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.W7-00655.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




(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 2013

Rp Rp

Uang Muka Kontraktor 71,479,161 51,485,131 Advance for Contractors

Jaminan 28,701,943 54,877,581 Guarantees

Aset Diambil Alih 34,203,915 34,203,915 Foreclosed Assets

Jalan Tol Ruas Surabaya – Gempol Surabaya – Gempol Toll Road

Seksi Porong – Gempol 12,027,508 12,027,508 Porong-Gempol Section

Lainnya 1,450,423 4,673,374 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

a. Uang Muka Kontraktor a. Advances for Contractors 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.

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 b. Guarantee Merupakan garansi bank yang ditempatkan Perusahaan selaku pemegang hak pengusahaan jalan tol sebagai jaminan pelaksanaan dan penyelesaian konstruksi jalan tol.

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 2013

Rp Rp

Ruas Tol Semarang-Demak (MME) 20,129,778 20,129,778 Toll Road Semarang-Demak (MME)

Ruas Tol Cileunyi-Nagrek (PT Wijaya Karya) 12,000,000 12,000,000 Toll Road Cileunyi-Nagrek (PT Wijaya Karya)

Ruas Tol Pandaan-Pasuruan (PT Giri Adya Sejati) 2,074,137 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: Allowance for Impairment Losses:

Ruas Tol Semarang-Demak (MME) 12,227,916 12,227,916 Ruas Tol Semarang-Demak (MME)

Ruas Tol Cileunyi-Nagrek (PT Wijaya Karya) 12,000,000 12,000,000 Ruas Tol Cileunyi-Nagrek (PT Wijaya Karya)

Ruas Tol Pandaan-Pasuruan (PT Giri Adya Sejati) 2,074,137 2,074,137 Ruas Tol Pandaan-Pasuruan (PT Giri Adya Sejati)


d. Jalan Tol Ruas Surabaya – Gempol Seksi Porong – Gempol

d. Surabaya – Gempol Toll Road Porong – Gempol Section

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).

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).




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 Lain-Lain 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 2013

Rp Rp

Pihak Berelasi (Catatan 43) 5,389,001 7,990,621 Related Parties (Note 43)

Pihak Ketiga 186,286,485 92,040,815 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 2013

Rp Rp

Pihak Berelasi (Catatan 43)/ Related Parties (Note 43) 754,755,358 1,018,819,471


PT Jaya Konstruksi Manggala Pratama Tbk 63,357,311 10,481,810

PT Module Intracs Yasatama 15,977,545 7,003,216

PT Aremix 3M 15,620,181 17,805,793

PT Manikam Mega Persada 12,319,502 13,855,080

PT Perkasa Adiguna Sembada 11,686,209 7,020,997

PT Kadi International 10,674,204 4,073,554

PT Pancatunggal Karsasejati 10,501,215 1,244,947

PT Delameta Bilano 8,259,490 10,474,087

PT Roadmixindo Raya 7,864,232 2,259,859

PT Marga Maju Mapan 6,344,717 --

PT Aremix Planindo 5,781,001 --

PT Marga Bumikhatulistiwa 5,644,521 1,529,261

PT Sumber Batu 5,009,113 2,463,756

PT Annisa Bintang Blitar 2,945,982 7,376

PT Multi Phi Beta 2,531,096 1,601,781

PT Henny Eka Pratama 2,496,442 --

PT Rajawali Gema Permai Indonesia 2,364,171 --




2014 2013

Rp Rp

PT Barito Permai 2,226,817 --

PT Sarana Marga Perkasa 2,122,952 --

PT Bauer Pratama Indonesia 2,035,865 2,554,174

PT Widya Sapta Colas 2,030,319 6,074,078

Lain-lain (masing-masing di bawah Rp 2 Milyar)/ Others (each below Rp 2 Billion) 37,940,591 46,179,041


Jumlah/ Total 990,488,834 1,153,448,281

18. Utang Lain-lain 18. Other Payables

2014 2013

Rp Rp


PT PPA Finance 10,134,109 12,262,599

Area Pramuka Cibubur & TMII 2,388,715 2,388,715

PT Astra Credit Company -- 2,799,979

Lainnya/ Others 61,138,307 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 2013

Rp Rp

Beban Bunga Interest Expenses

Obligasi 82,971,826 77,530,340 Bonds

Utang Bank Bank Loans

PT Bank Central Asia Tbk 8,594,667 7,971,200 PT Bank Central Asia Tbk

Pihak Berelasi (Catatan 43) -- 2,979,167 Related Party (Note 43)

Utang Bank Sindikasi 15,330,996 15,971,358 Syndicated Bank Loan


Beban Gaji dan Tunjangan 95,822,682 118,064,239 Salaries and Allowances Expenses

Beban Kerjasama Operasi 792,321 66,890,996 Joint Operation Expenses

Lain-lain 27,378,166 19,839,883 Others

Jumlah 416,264,415 464,678,613 Total




20. Utang Bank 20. Bank Loans

Utang Bank Jangka Pendek/ Short-term Bank Loan:

2014 2013

Rp RpPihak Ketiga/ Third Parties

PT Bank Central Asia Tbk 586,690,195 636,007,177

PT Bank DBS Indonesia 23,809,583 19,833,171

Jumlah/ Total 610,499,778 655,840,348

Bagian Jangka Pendek/ Current Portion:

2014 2013

Rp Rp




PT Bank Pembangunan Daerah Bali 345,098 --

Jumlah/ Total 43,161,208 295,217,163

Bagian Jangka Panjang/ Long Term Portion:

2014 2013

Rp Rp

Pihak Berelasi (Catatan 43)/ Related Parties (Note 43) 5,529,802,171 4,632,708,859


PT Bank DKI 209,234,856 130,226,657

PT Bank Pembangunan Daerah Jawa Timur Tbk 197,095,855 119,398,896

PT Bank Central Asia Tbk 137,348,875 119,704,044


PT Bank Pembangunan Daerah Sumatera Utara 107,380,191 75,988,929

PT Bank Pembangunan Daerah Bali 68,674,437 59,852,022




Jumlah/ Total 6,484,840,290 5,320,197,953

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 Loan from 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

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,




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 Loan from 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.

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 Loan from 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

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




(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 10.25-10.75% 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) 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.

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) 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).

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).




c. PT Trans Marga Jateng (TMJ) 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).

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) 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.

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) 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

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




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) 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).

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 2013

Rp Rp

Obligasi Jasa Marga: Jasa Marga Bond:XIII Seri R 1,500,000,000 1,500,000,000 XIII - R Series

XII Seri Q 1,000,000,000 1,000,000,000 XII - Q Series

XIV Seri JM - 10 1,000,000,000 1,000,000,000 XIV JM - 10 Series

JORR II 259,154,384 259,154,384 JORR II

Seri S A -- 700,000,000 Seri S A

Seri S B 400,000,000 400,000,000 Seri S B

Seri S C 1,000,000,000 1,000,000,000 Seri S C

Seri S T 1,000,000,000 -- Seri S T

Total 6,159,154,384 5,859,154,384 Total

Biaya Penerbitan yang Belum Diamortisasi (14,724,321) (14,778,396) Unamortized Bond Issuance Cost

Jumlah Utang Obligasi 6,144,430,063 5,844,375,988 Total Bond Payable

Bagian yang Jatuh Tempo Dalam Satu Tahun -- (700,000,000) Current Maturities

Utang Obligasi Bagian Jangka Panjang 6,144,430,063 5,144,375,988 Bond Payable of Long - Term Portion




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/ Total

Year of Maturity Rp

2016 2,477,377,192

2017 1,500,000,000

2018 77,377,192

2019 1,000,000,000

2020 1,000,000,000

2021 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 a. Jasa Marga Bond XIII Series R Year 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).

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 b. Jasa Marga Bond XII Series Q Year 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.

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




sebagian pinjaman (refinancing) Bank BCA, Bank Mandiri, Bank BNI dan Bank Jabar dengan proporsi masing-masing 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 c. Jasa Marga Bonds XIV Series JM-10 Year 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).

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/PEF-DirN11/2010 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 d. Jasa Marga Bond JORR II Year 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:

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 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 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;

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 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 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.

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.

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




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* Tranche C 'Total

(Rupiah penuh/

full amount)

(Rupiah penuh/

full amount)

(Rupiah penuh/

full amount)full Rupiah) full Rupiah) full Rupiah)

PT Bank Pan Indonesia (Panin) Tbk 134,828,777 89,885,851 224,714,628

PT Bank Bukopin Tbk 8,909,584 5,939,723 14,849,307

PT Bank Pembangunan Daerah DKI 6,638,733 4,425,822 11,064,555

PT Interartha Multi Finance 863,097 575,398 1,438,495

PT Bank Harapan Santosa (dalam likuidasi/ in liquidation ) 531,809 354,540 886,349

PT Bank Guna Internasional (dalam likuidasi/ in liquidation) 405,764 270,509 676,273

PT Bank Windu Kentjana International Tbk 402,409 268,273 670,682

PT Bank Mega Tbk 378,401 252,267 630,668

PT Syariah Mega Indonesia 378,401 252,267 630,668

PT Bank Ekonomi Raharja Tbk 286,657 191,105 477,762

PT Bank Swadesi Tbk 258,929 172,619 431,548

PT Bank Permata Tbk 257,340 171,560 428,900

PT Bank Bisnis lnternasional 215,774 143,850 359,624

PT Bank Antardaerah 172,619 115,080 287,699

PT Bank Kesawan Tbk 138,509 92,339 230,848

PT Bank Himpunan Saudara 1906 Tbk 87,580 58,386 145,966

PT Bank IFI -- 1,230,411 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

e. Jasa Marga Bond I Phase I Year 2013 Series 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).

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

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




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).

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).

f. Obligasi Berkelanjutan I Jasa Marga Tahap II Tahun 2014 Seri T

f. Jasa Marga Bond I Phase II Year 2014 Series 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.

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.

2014 2013

Rp Rp

Bagi Pendapatan Tol/ Toll Revenue Sharing

PT Surya Cipta Swadaya 21,385,913 21,385,913

PT Jakarta Baru Cosmopolitan 820,300 820,300


Jumlah/ Total 22,206,213 22,206,213

23. Liabilitas Pembebasan Tanah 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

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




Jateng adalah untuk ruas Tol Semarang – Solo, untuk PT Margabumi Adhikaraya adalah untuk ruas tol Gempol-Pandaan, 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 Jakarta-Cikampek 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:

2014 2013

Rp Rp

Utang Sewa Pembiayaan 49,964,832 66,901,257 Capital Lease Payable

Bagian yang Jatuh Tempo

Dalam Waktu Satu Tahun (15,484,840) (19,776,022) Current Maturities Portion

Bagian Jangka Panjang 34,479,992 47,125,235 Long - Term Portion

25. Provisi Pelapisan Jalan Tol 25. Provision for Overlay

2014 2013

Rp Rp

Saldo Awal 331,090,401 324,799,298 Beginning Balance

Penambahan 383,423,561 340,108,272 Addition

Realisasi (348,405,365) (333,817,169) Realization

Saldo Akhir 366,108,597 331,090,401 Ending Balance

Bagian Jangka Pendek 209,396,402 206,136,188 Current Portion

Bagian Jangka Panjang 156,712,195 124,954,213 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.

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.




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 27. Employee Benefit Liabilities

2014 2013

Rp Rp


Program Kesehatan Pensiunan 269,808,653 241,633,603 Pension Health - Care Program

Program Pensiun 44,844,285 49,274,028 Pension Program

Program Purna Karya 74,545,311 31,726,612 Post-Retirement Benefits Program



Program Pensiun dan Imbalan Pension Program and Other Post

Pasca Kerja Lainnya Benefits Program

PT Marga Nujyasumo Agung 2,169,886 2,102,460 PT Marga Nujyasumo Agung

PT Jasa Layanan Pemeliharaan 1,216,494 1,021,442 PT Jasa Layanan Pemeliharaan

PT Marga Lingkar Jakarta 587,253 -- PT Marga Lingkar Jakarta

PT Trans Marga Jateng 461,524 350,840 PT Trans Marga Jateng

PT Jasamarga Bali Tol 114,877 -- PT Jasamarga Bali Tol

PT Jalantol Lingkarluar Jakarta* (2,758,302) -- PT Jalantol Lingkarluar Jakarta*


Jumlah 390,989,981 326,108,985 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 a. Pension Healthcare Program

Rekonsiliasi saldo awal dan akhir dari nilai kini liabilitas adalah sebagai berikut:

Reconciliation of beginning and ending balance of present value of obligation is as follows:

2014 2013

Rp Rp

Nilai Kini Liabilitas - Awal Tahun 308,306,747 330,967,879 Present Value Liability - Beginning of Year

Biaya Jasa Kini 9,315,267 9,265,717 Present Service Cost

Biaya Bunga 24,664,540 20,154,454 Interest Cost

Pembayaran Imbalan (10,101,016) (8,505,058) Benefits Payments

Penyesuaian -- 292,775 Adjustment

Keuntungan (Kerugian) Aktuarial (47,441,775) (43,869,020) Actuarial Gain (Loss)

Dampak Perubahan Asumsi 5,367,912 -- Assumtion Changed Effect

Nilai Kini Liabilitas - Akhir Tahun 290,111,676 308,306,747 Present Value Liability - End of Year




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 2013

Rp Rp

Nilai Kini Liabilitas Manfaat Pasti Present value - Defined Benefit Liability

Posisi Pendanaan 290,111,676 308,306,747 Funding

Biaya Jasa Lalu yang Belum Diakui (Non Vested) (20,392,696) (22,804,124) Unrecognized Past Service (Non Vested)

Keuntungan (Kerugian) Aktuarial Belum Diakui 89,673 (43,869,020) 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 2013

Rp Rp

Liabilitas - Awal Tahun 241,633,603 210,797,570 Liability - Beginning of Year

Beban yang diakui 38,276,066 38,512,110 Recognized Expenses


Penyesuaian -- 828,981 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 2013

Rp Rp

Biaya Jasa Kini 9,315,267 9,265,717 Current Service Cost


Biaya Jasa Lalu yang Belum Menjadi Hak 2,903,047 2,850,516 Unrecognized Past Service (Non Vested)

Keuntungan (Kerugian) Aktuarial yang Diakui 1,393,212 6,241,423 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 2013 2012 2011 2010

Rp Rp Rp Rp Rp

Nilai Kini Liabilitas Manfaat Pasti/

Present value of Defined Benefit Liability 290,111,676 308,306,747 330,967,879 259,738,117 244,569,023

Nilai Wajar Aset Program/

Fair Value of Program Assets -- -- -- -- --

Posisi Pendanaan/ Funding 290,111,676 308,306,747 330,967,879 259,738,117 244,569,023




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 2013

Tingkat Diskonto/ Discount Rate 8% 6%

Estimasi Kenaikan Gaji Pegawai Aktif/ Salary Increment 6.5% 6.5%

Estimasi Kenaikan Biaya Kesehatan/ Health Care Increment 7.5% 8%

Tingkat Mortalita/ Mortality Rate TMI 3 TMI 3

Tingkat Cacat/ Disability Rate 10 % dari TMI 3 10 % dari TMI 3

Metode Aktuaria/ Acturial Method

Usia Pensiun Normal/ Pension Normal Age

Average of remaining of working period

Garis lurus/ Straight line

Rata-rata sisa masa kerja/

b. Program Pensiun b. Pension Program Rekonsiliasi saldo awal dan akhir dari nilai kini liabilitas yang adalah sebagai berikut:


2014 2013

Rp Rp

Nilai Kini Liabilitas - Awal Tahun 910,659,663 1,045,409,247 Present Value Liability - Beginning of Year




Keuntungan (Kerugian) Aktuarial 52,556,191 (194,439,191) Actuarial Gain (Loss)

Dampak Perubahan Asumsi 14,444,122 -- Assumtion Changed Effect

Nilai Kini Liabilitas - Akhir Tahun 1,047,056,888 910,659,663 Present Value Liability - End of Year


Reconciliation of beginning and ending balance of fair value of plan asset is as follows:

2014 2013

Rp Rp

Nilai Wajar Aset Program - Awal Tahun 617,844,365 614,800,234 Fair Value of Program Assets - Beginning of Year

Iuran Perusahaan 63,073,790 32,637,433 Contribution of Employer

Imbal Hasil Ekspektasian Aset Program 64,873,658 54,717,221 Expected Return from Program Assets

Imbalan yang Dibayarkan (37,833,583) (28,076,485) Benefit Payment

Keuntungan (Kerugian) Aktuarial 30,154,576 (56,234,038) Actuarial Gain (Loss)

Nilai Wajar Aset Program - Akhir Tahun 738,112,806 617,844,365 Fair Value of Program Assets - End of Year


The details of liabilities recognized in the consolidated statements of financial position are as follows:

2014 2013

Rp Rp

Nilai Kini Liabilitas Manfaat Pasti 1,047,056,888 910,659,663 Present value - Defined Benefit Liability

Nilai Wajar Aset Program (738,112,806) (617,844,365) Fair Value of Program Assets


Keuntungan (Kerugian) Aktuarial Belum Diakui (264,099,797) (243,541,270) Unrecognized Actuarial Gain (Loss)







2014 2013

Rp Rp







2014 2013

Rp Rp



Imbal Hasil Ekspektasian Aset Program (64,873,658) (54,717,221) Expected Return from Program Assets





2013 2012 2011 2010 2009

Rp Rp Rp Rp Rp


Present value of Defined Benefit Liability 1,047,056,888 910,659,663 1,045,409,247 705,743,341 598,270,558


Fair Value of Program Assets (738,112,806) (617,844,365) (614,800,233) (568,750,035) (494,154,344)




2014 2013


Estimasi Kenaikan Gaji Pegawai Aktif/ Salary Increment 5% 5%

Estimasi Kenaikan Biaya Kesehatan/ Health Care Increment 0% 0%

Tingkat Mortalita/ Mortality Rate GA 1971 GA 1971

Tingkat Cacat/ Disability Rate 10 % dari GA 1971 10 % dari GA 1971



remaining of working period

Rata-rata sisa masa kerja/ Average of

Garis lurus/ Straight line




c. Program Purna Karya c. Post-Retirement Benefits Program Rekonsiliasi saldo awal dan akhir dari nilai kini liabilitas yang adalah sebagai berikut:


2014 2013

Rp Rp

Nilai Kini Liabilitas - Awal Tahun 420,680,114 457,261,315 Present Value Liability - Beginning of Year




Keuntungan (Kerugian) Aktuarial (1,108,945) (51,164,196) Actuarial Gain (Loss)

Penyesuaian Segera 67,736,219 -- Adjustment

Dampak Perubahan Asumsi (Kewajiban) 2,928,344 -- Assumtion Changed Effect

Nilai Kini Liabilitas - Akhir Tahun 496,964,330 420,680,114 Present Value Liability - End of Year Rekonsiliasi saldo awal dan akhir dari nilai kini liabilitas yang adalah sebagai berikut:


2014 2013

Rp Rp

Nilai Wajar Aset Program - Awal Tahun 292,818,808 249,834,059 Fair Value of Program Assets-Beginning of Year

Iuran Perusahaan 59,098,151 45,208,235 Contribution of Employer

Imbal Hasil Ekspektasian Aset Program 26,353,693 22,485,065 Expected Return from Program Assets

Imbalan yang Dibayarkan (47,408,772) (30,728,336) Benefit Payment

Keuntungan (Kerugian) Aktuarial (35,583,297) 6,019,785 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 2013

Rp Rp

Nilai Kini Liabilitas Manfaat Pasti 496,964,330 420,680,114 Present value - Defined Benefit Liability

Nilai Wajar Aset Program (295,278,583) (292,818,808) Fair Value of Program Assets


Biaya Jasa Lalu yang Belum Diakui (Non Vested) (27,839,298) (31,558,994) Unrecognized Past Service (Non Vested)

Keuntungan (Kerugian) Aktuarial Belum Diakui (99,301,137) (64,575,700) Unrecognized Actuarial Gain (Loss)




2014 2013

Rp Rp










2014 2013

Rp Rp



Imbal Hasil Ekspektasian Aset Program (26,353,693) (22,485,065) Expected Return from Program Assets

Biaya Jasa Lalu yang Belum Menjadi Hak 3,719,696 3,719,696 Unrecognized Past Service (Non Vested)


Penyesuaian Segera 67,736,219 -- Adjustment




2014 2013 2012 2011 2010

Rp Rp Rp Rp Rp


Present value of Defined Benefit Liability 496,964,330 420,680,114 457,261,315 369,489,979 334,793,006


Fair Value of Program Assets (295,278,583) (292,818,808) (249,834,059) (159,107,655) (113,369,001)




2014 2013


Estimasi Kenaikan Gaji Pegawai Aktif/ Salary Increment 6.5% 6.5%

Estimasi Kenaikan Biaya Kesehatan/ Health Care Increment 0% 0%

Tingkat Mortalita/ Mortality Rate

Tingkat Cacat/ Disability Rate



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.

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.




Pemegang Saham Total Saham/ Presentase Total Shareholders

Shares Kepemilikan/ (Rupiah Penuh)/

Percentage of (Full Rupiah)

Ownership

Saham Seri A Dwiwarna Series A Dwiwarna - Share

Pemerintah Republik Indonesia 1 -- 500 The Government of the Republic of Indonesia

Saham Seri B Series B - Share

Pemerintah Republik Indonesia 4,759,999,999 70.00 2,379,999,999,500 The Government of the Republic of Indonesia

Manajemen; Management

Ir. Agoes Widjanarko, MIP Ir. Agoes Widjanarko, MIP

(Komisaris Utama) 80,000 0.00 40,000,000 (General Commissioner)

Ibnu Purna Muchtar, SE, MA. (Komisaris) 10,500 0.00 5,250,000 Ibnu Purna Muchtar, SE, MA. (Comissioner)

Ir. Adityawarman (Direktur Utama) 134,500 0.00 67,250,000 Ir. Adityawarman (President Director)

Ir. Hasanudin, M.Eng.Sc. (Direktur Operasi) 8,500 0.00 4,250,000 Ir. Hasanudin, M.Eng.Sc. (Operation Director)

Ir. Abdul Hadi HS, MM. Ir. Abdul Hadi HS, MM.

(Direktur Pengembangan Usaha) 260,500 0.00 130,250,000 (Business Development Director)

Ir. Reynaldi Hermansjah lr. Reynaldi Hermansjah

(Direktur Keuangan) 200,000 0.00 100,000,000 (Finance Director)

Ir. Muh. Najib Fauzan, MSc. Ir. Muh. Najib Fauzan, MSc.

(Direktur SDM dan Umum) 107,500 0.00 53,750,000 (Human Capital and General Affairs Director)

Karyawan 12,537,761 0.18 6,268,880,500 Employees

Total Manajemen dan Karyawan 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


Pemegang Saham Total Saham/ Presentase Total Shareholders

Shares Kepemilikan/ (Rupiah Penuh)/

Percentage of (Full Rupiah)

Ownership

Saham Seri A Dwiwarna Series A Dwiwarna - Share

Pemerintah Republik Indonesia 1 -- 500 The Government of the Republic of Indonesia

Saham Seri B Series B - Share

Pemerintah Republik Indonesia 4,759,999,999 70.00 2,379,999,999,500 The Government of the Republic of Indonesia

Manajemen; Management

Ir. Agoes Widjanarko, MIP Ir. Agoes Widjanarko, MIP

(Komisaris Utama) 80,000 0.00 40,000,000 (General Commissioner)

Ibnu Purna Muchtar, SE, MA. (Komisaris) 10,500 0.00 5,250,000 Ibnu Purna Muchtar, SE, MA. (Comissioner)

Ir. Adityawarman (Direktur Utama) 134,500 0.00 67,250,000 Ir. Adityawarman (President Director)

Ir. Hasanudin, M.Eng.Sc. (Direktur Operasi) 8,500 0.00 4,250,000 Ir. Hasanudin, M.Eng.Sc. (Operation Director)

Ir. Abdul Hadi HS, MM. Ir. Abdul Hadi HS, MM.

(Direktur Pengembangan Usaha) 260,500 0.00 130,250,000 (Business Development Director)

Ir. Reynaldi Hermansjah lr. Reynaldi Hermansjah

(Direktur Keuangan) 360,000 0.01 180,000,000 (Finance Director)

Ir. Muh. Najib Fauzan, MSc. Ir. Muh. Najib Fauzan, MSc.

(Direktur SDM dan Umum) 107,500 0.00 53,750,000 (Human Capital and General Affairs Director)

Karyawan 17,642,261 0.26 8,821,130,500 Employees

Total Manajemen dan Karyawan 18,603,761 0.27 9,301,880,500 Total Management and Employees

PT Jamsostek (Persero) - JHT 148,751,000 2.19 74,375,500,000 PT Jamsostek (Persero) - JHT

Masyarakat (masing-masing dibawah 2%) 1,872,645,239 27.54 936,322,619,500 Public (each below 2%)

Total 6,800,000,000 100.00 3,400,000,000,000 Total


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

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




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:

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. Perubahan Anggaran Dasar Perusahaan sebagai berikut: 1. Amendment of the Company's Articles of Association by:

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);

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);

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

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

d. Penyesuaian Anggaran Dasar Perusahaan dengan Undang-undang No.8 Tahun 1995 tentang Pasar Modal.

d. Changes of the Company's Articles of Association to conform with the Law No.8 Year 1995 regarding Capital Market.

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




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

a. Shares Bonus - An amount of 1 (one) times the net salary in June

2007; - Masa lock up 3 tahun atau yang bersangkutan tidak

bekerja lagi di Perusahaan; dan - A 3-years lock up period or the employee resigned

from the Company; and - 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.

- 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:

c. Those entitled for employee and management stock ownership program of the Company are:

- Direksi Perusahaan; - Directors of the Company; - Komisaris, Sekretaris Komisaris dan Staf Sekretaris

Perusahaan; dan - Commissioners, Secretary to Commissioners and

the Staffs of the Corporate Secretary; and - Karyawan tetap Perusahaan. - Permanent employees of the Company

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.




29. Tambahan Modal Disetor 29. Additional Paid in Capital

2014 2013

Rp Rp

Tambahan Modal Disetor dari: Additional Paid in Capital from:

Penawaran Umum Perdana Inital Public Offering

Saham Tahun 2007 2,343,266,337 2,343,266,337 Year 2007

Pembelian Saham Kembali Repurchase of Shares

(Saham Treasuti) (7,741,303) (7,741,303) (Treasury Stocks)

Hasil Bersih Net Proceeds from

Penjualan Saham Treasuti 118,365,066 118,365,066 Sales of Treasury Stocks

Jumlah 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 2013

Rp Rp

Kepentingan non-pengendali Non-controlling interest at the

pada awal tahun 1,561,168,645 1,176,638,207 beginning of year

Bagian kepentingan non-pengendali Net Income for the year atributable to

atas laba (rugi) bersih tahun berjalan (2,342,959) 384,582,558 Non-controlling interest

Pembagian Dividen (25,792) (52,120) Dividend distribution

Kepentingan non-pengendali Non-controlling interest

pada akhir tahun 1,558,799,894 1,561,168,645 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:

2014 2013

Rp Rp

PT Marga Nujyasumo Agung (MNA) 375,085,549 75,086,406

PT Trans Marga Jateng (TMJ) 341,895,537 956,914,552

PT Jasamarga Bali Tol (JBT) 337,602,154 59,319,335

PT Marga Lingkar Jakarta (MLJ) 167,577,046 44,341,403

PT Marga Sarana Jabar (MSJ) 123,786,377 277,946,551

PT Jasamarga Pandaan Tol (JPT) 70,892,330 17,547,142

PT Marga Trans Nusantara (MTN) 55,540,337 97,528,232

PT Marga Kunciran Cengkareng (MKC) 40,695,283 3,008,904

PT Jasamarga Kualanamu Tol (JMKT) 36,477,755 --

PT Transmarga Jatim Pasuruan (TJP) 7,641,288 1,518,487

PT Jasamarga Properti (JMP) 1,112,411 15,491

PT Jalantol Lingkarluar Jakarta (JLJ) 491,773 671,981

PT Jasa Layanan Pemeliharaan (JLP) 2,054 27,270,161

Jumlah/ Total 1,558,799,894 1,561,168,645




31. Pendapatan Tol 31. Toll Revenues

2014 2013

Rp Rp

Perusahaan/ The Company

Jakarta - Cikampek 1,023,430,461 976,573,383

Cawang - Tomang - Pluit 754,275,560 686,795,164

JORR Seksi non S 848,929,473 710,633,832

Cikampek - Padalarang 835,992,083 741,088,701

Jakarta - Bogor - Ciawi 607,461,070 548,248,469

JORR S 210,821,056 212,540,905

Prof. Dr. Ir. Sedyatmo 458,046,022 423,161,468

Jakarta - Tangerang 467,116,715 408,011,261

Padalarang - Cileunyi 339,934,058 276,294,982

Surabaya - Gempol 309,024,660 270,467,516

Pondok Aren - Bintaro Viaduct - Ulujami 122,698,516 131,848,482

Palimanan - Kanci 112,435,751 107,487,136

Semarang Seksi A,B,C 106,496,438 104,770,032

Belawan - Medan - Tanjung Morawa 91,347,977 81,566,269

Sub Jumlah/ Sub Total 6,288,009,840 5,679,487,600


Bogor Outer Ring Road 67,171,369 45,553,674

Semarang - Solo 107,250,609 36,485,489

Surabaya - Mojokerto 18,784,879 17,554,363

Nusa Dua - Benoa 106,140,831 23,651,143

Ulujami - Kebon jeruk 59,035,018 --


Jumlah/ Total 6,646,392,546 5,802,732,269

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 unsur-unsur 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".




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:

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:

I II III IV V

1 Prof DR IR Sedyatmo 6,000 7,500 9,500 11,500 14,000

No Ruas/ SectionGolongan/ Group

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:

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:

I II III IV V

1 Jalan Tol Dalam Kota/ City Toll Road 8,000 10,000 13,000 16,000 19,000

No Ruas/ SectionGolongan/ Group

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:

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:

I II III IV V

1 Sistem Transaksi Terbuka/ Open System Transaction 4,000 6,000 8,000 10,000 12,000

2 Sistem Transaksi Tertutup/ Close System Transaction 9,500 15,500 19,000 24,000 29,000

3 Ramp/ Ramp 1,500 1,500 1,500 2,000 2,500

No. Ruas/ SectionGolongan/ Group

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:

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:

I II III IV V

1 Jakarta-Bogor-Ciawi

- Ramp Taman Mini / Dukuh 2,000 2,000 2,000 2,500 3,000

- Jakarta IC-Cimanggis (Sistem transaksi terbuka/ Open Sistem Transaction) 3,000 4,000 4,500 5,500 7,000

- Cimanggis Ciawi (Sistem transaksi tertutup/ Close Sistem Transaction) 5,000 6,000 9,500 11,500 13,500

2 Lingkar Luar Jakarta (JORR) 8,500 10,500 12,000 15,000 18,000

3 Pondok Aren Ulujami 2,500 5,000 6,000 7,500 9,000

4 Jakarta - Tangerang

- Ramp Meruya/Meruya Utara/Kebon Jeruk 2,000 2,000 2,000 2,500 3,000

- Tomang IC-Tangerang Barat 5,000 6,000 8,000 10,000 11,500

5 Cipularang 34,000 51,000 67,500 84,500 101,500

6 Padaleunyi 8,000 12,500 14,500 18,500 22,000

7 Palikanci 5,000 6,000 9,500 11,500 14,000

8 Semarang (Jatingaleh - Krapyak) 2,000 2,500 3,000 4,000 4,500

Semarang (Jatingaleh - Srondol) 2,000 2,500 3,000 4,000 4,500

Semarang (Jatingaleh - Kaligawe) 2,000 3,000 4,000 5,000 6,000

Semarang (Jatingaleh - Gayamsari) 2,000 3,000 4,000 5,000 6,000

Semarang (Gayamsari - Kaligawe) 2,000 3,000 4,000 5,000 6,000

No. Ruas/ SectionGolongan/ Group




I II III IV VNo. Ruas/ Section

Golongan/ Group

9 Surabaya - Gempol

Sistem Transaksi Terbuka/ Open System Transaction (Dupak - Waru) 3,000 4,000 5,000 6,000 7,500

Sistem Transaksi Tertutup/ Close System Transaction 4,000 5,000 8,000 10,000 12,000

10 Belmera 6,500 10,500 11,500 14,500 17,500

32. Pendapatan dan Beban Konstruksi 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.

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 2013

Rp Rp

Pendapatan Konstruksi 1,945,824,811 3,960,538,543 Construction Revenues

Beban Konstruksi (1,921,067,434) (3,914,452,489) Construction Expenses

Pendapatan Konstruksi - Bersih 24,757,377 46,086,054 Profit from Construction - Net

33. Pendapatan Usaha Lainnya 33. Other Operating Revenues

2014 2013

Rp Rp

Penjualan Bahan Bakar Minyak 178,707,288 153,072,190 Fuel Sales

Sewa Lahan 104,360,355 90,060,436 Land Rent

Jasa Pengoperasian Jalan Tol Pihak Lain 100,599,915 32,405,824 Toll Road Operating Service

Pendapatan Iklan 6,313,541 6,721,041 Advertisement

Lainnya 193,120,549 225,937,332 Others

Jumlah 583,101,648 508,196,823 Total

34. Penghasilan Lain-lain 34. Others Income

2014 2013

Rp Rp

Penghasilan Bunga Deposito 258,560,991 223,817,722 Deposit Interest Income

Penghasilan Jasa Giro 6,937,089 5,313,797 Current Accounts Income

Keuntungan Penjualan Aset Tetap 342,264 2,886,399 Gains on Disposal of Fixed Assets

Lainnya 21,713,115 22,710,908 Others

Jumlah 287,553,459 254,728,826 Total




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 2013

Rp Rp

Gaji dan Tunjangan 725,979,752 593,809,291 Salaries and Allowance

Penyusutan dan Amortisasi 93,044,380 85,637,939 Depreciation and Amortization

Administrasi dan Perlengkapan Tol 71,291,956 63,632,925 Administration and Toll Supplies

Perbaikan dan Pemeliharaan 62,869,780 53,931,682 Repair and Maintenance

Bahan Bakar, Listrik dan Air 40,404,666 32,386,100 Fuel, Electricity,and Water

Sewa Kendaraan dan Peralatan Tol 26,443,701 20,851,538 Car Rental and Toll Equipment

Lainnya 62,568,531 22,453,332 Others

Jumlah 1,082,602,766 872,702,807 Total

36. Beban Pelayanan Pemakai Jalan Tol 36. Toll Road Service Expenses

2014 2013

Rp Rp

Harga Pokok Penjualan Bahan Bakar Minyak 173,856,413 147,935,120 Fuel Cost of Goods Sold



Bahan Bakar, Listrik dan Air 55,866,728 49,730,195 Fuel, Electricity and Water

Pelayanan Pemakai Jalan Tol 37,146,089 32,506,719 Toll Road User Services

Perbaikan dan Pemeliharaan Aset Tetap 30,742,991 28,068,331 Repair and Maintenance

Sewa Kendaraan 19,962,532 16,232,015 Car Rental

Publikasi 5,172,155 5,199,164 Publications

Lainnya 16,891,862 20,478,705 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 37. Toll Road Maintenance Expenses

2014 2013

Rp Rp


Provisi Pelapisan Ulang 383,423,560 340,108,272 Provision for Overlay



Pembersihan Jalan dan Pertamanan 35,476,102 30,391,744 Cleaning and Gardening

Sewa Kendaraan 6,997,375 5,521,027 Car Rental


Lainnya 3,889,689 2,321,292 Others

Jumlah 1,364,537,738 1,568,824,989 Total




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 39. General and Administrative Expenses

2014 2013

Rp Rp


Pajak, Iuran dan Retribusi 276,210,111 210,139,464 Taxes, Contribution and Retribution

Administrasi Kantor dan Sumbangan 81,131,165 81,795,761 Office Administration and Donation


Jasa Profesional 35,748,190 35,483,080 Professional Fees



Transportasi dan Perjalanan Dinas 23,013,763 21,337,296 Transportation and Business Travel

Sewa 21,785,431 20,328,691 Rental

Publikasi 16,934,103 16,561,297 Publications

Biaya Pengamanan Aset 6,326,362 6,494,697 Security Assets Expenses

Lainnya 43,223,867 37,564,703 Others

Jumlah 1,160,585,462 1,087,820,721 Total

40. Beban Lain-lain 40. Other Expenses

2014 2013

Rp Rp

Kerugian Penjualan Aset Tetap 360,383 -- Loss on Disposal of Fixed Assets

Lainnya 19,922,807 33,494,919 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 41. Finance Charges

2014 2013

Rp Rp

Utang Obligasi 624,633,784 619,819,599 Bonds

Utang Bank 590,686,471 298,442,330 Bank Loans

Utang Bantuan Pemerintah -- 25,957,261 Loan from Government

Jumlah 1,215,320,255 944,219,190 Total




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 tahun-tahun 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:

2013 2012

Rp Rp

Dividen 534,526,920 640,836,088 Dividend

Cadangan Umum 776,790,041 936,254,138 General Reserve

Cadangan Wajib 25,000,000 25,000,000 Obligatory Reserve

Jumlah 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:

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:

Pihak Berelasi/ Hubungan/ Jenis Transaksi/

Related Parties Nature of Relationship Nature of Transactions

Pemerintah Republik Indonesia Hak Konsesi atas Ruang Tol, Utang Bantuan Pemerintah,

Kementerian Keuangan Dana Talangan Pembebasan Tanah dan Perpajakan/

Kementerian Badan Usaha Milik Negara 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

Dikendalikan oleh Pemerintah Pusat

Republik Indonesia/


Republik Indonesia/

Controlled by Central Government of the

Republic of Indonesia


Republik Indonesia/


Republik Indonesia/










Pihak Berelasi/ Hubungan/ Jenis Transaksi/

Related Parties Nature of Relationship Nature of Transactions

Kredit Sindikasi, Biaya Keuangan dan Pendapatan Bunga/

Placement of Current Accounts, Time Deposits, Investment Credit

Facility, Syndicated Loans Facility, Finance Charges and Interest Income

PT Wijaya Karya (Persero) Tbk Kontraktor dalam Pembangunan dan Pemeliharaan Aset Tetap dan Jalan/

Tol/ Contractor for Construction and Maintenance of Fixed Assets and

Toll Roads

PT Istaka Karya (Persero) Kontraktor dalam Pembanguna dan Pemeliharaan Aset Tetap dan Jalan Tol/

Contractor for Construction and Maintenance of Property and Equipment

and Toll Roads

PT Waskita Karya (Persero) Tbk Kontraktor dalam Pembangunan dan Pemeliharaan Aset Tetap dan Jalan/


Toll Roads

PT Adhi Karya (Persero) Tbk Kontraktor dalam Pembangunan dan Pemeliharaan Aset Tetap dan Jalan/


Toll Roads

PT Pembangunan Perumahan (Persero) Tbk Kontraktor dalam Pembangunan dan Pemeliharaan Aset Tetap dan Jalan Tol/

Contractor for Construction and Maintenance of Fixed Assets and Toll

Roads

Badan Penyelenggara Jaminan Sosial 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

Kendaraan dan Peralatan Tol/

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 Entitas Asosiasi/ Associated Company Investasi pada Perusahaan Asosiasi/ Investments in Associated Company

PT Ismawa Trimitra Entitas Asosiasi/ Associated Company Investasi pada Perusahaan Asosiasi/ Investments in Associated Company

PT Bukaka Marga Utama Entitas Asosiasi/ Associated Company Investasi pada Perusahaan Asosiasi/ Investments in Associated Company

PT Trans Lingkar Kita Jaya Entitas Asosiasi/ Associated Company Investasi pada Perusahaan Asosiasi/ Investments in Associated Company






Republik Indonesia/




Republik Indonesia/




Republik Indonesia/

Purchase of Property and Equipment, Outsourcing Expenses, Vehicles and

Toll Equipment Lease


Republik Indonesia/


Republik Indonesia/




Republik Indonesia/




Republik Indonesia/




Republik Indonesia/




Republik Indonesia/




Republik Indonesia/




Republik Indonesia/



a. Pemerintah a. Government

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

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




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 2013

Rp Rp

PT Marga Kunciran Cengkareng 764,848,936 125,389,087

PT Marga Trans Nusantara 645,432,549 243,497,728

PT Marga Lingkar Jakarta 443,482,173 498,023,311

PT Marga Nujyasumo Agung 334,871,795 331,774,459

PT Trans Marga Jateng 317,993,278 153,298,369

PT Transmarga Jatim Pasuruan 165,705,060 108,134,817

PT Jasa Marga (Persero) Tbk (Induk/ Parent) 109,008,350 109,008,350

PT Jasamarga Pandaan Tol 88,600,211 88,595,538

PT Marga Sarana Jabar -- 21,151,330

Jumlah/ Total 2,869,942,352 1,678,872,989

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:

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:

2014 2013

Rp Rp

PT Adhi Karya (Persero) Tbk 32,412,194 27,543,808

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:

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 2013 2014 2013

Rp Rp % %

Aset/ Assets

Kas dan Setara Kas/ Cash and Cash Equivalents

Bank/ Cash in Banks

Rupiah

PT Bank Mandiri (Persero) Tbk 115,453,821 146,093,198 0.36% 0.52%

PT Bank Rakyat Indonesia (Persero) Tbk 96,051,771 103,195,062 0.30% 0.37%

PT Bank Negara Indonesia (Persero) Tbk 18,304,829 11,741,073 0.06% 0.04%

PT Bank Tabungan Negara (Persero) Tbk 3,629,160 1,818,898 0.01% 0.01%

Sub Jumlah/ Sub Total 233,439,581 262,848,231 0.73% 0.94%

Persentase dari Total Aset/

Percentage from Total Assets




2014 2013 2014 2013

Rp Rp % %

Persentase dari Total Aset/

Percentage from Total Assets


PT Bank Mandiri (Persero) Tbk 1,116,701 922,812 0.00% 0.00%

Sub Jumlah/ Sub Total 1,116,701 922,812 0.00% 0.00%

Deposito Berjangka/ Time Deposits

Rupiah

PT Bank Rakyat Indonesia (Persero) Tbk 913,600,000 1,160,300,000 2.87% 4.14%




Sub Jumlah/ Sub Total 1,922,336,000 2,036,802,514 6.03% 7.26%




Jumlah Kas dan Setara Kas/

Total Cash and Cash Equivalents 2,170,576,282 2,313,981,457 6.81% 8.25%

Piutang Lain-lain/ Other Receivables

Lancar/ Current

PT Wijaya Karya (Persero) Tbk 182,609 5,039,047 0.00% 0.02%

PT Istaka Karya (Persero) 133,907 133,907 0.00% 0.00%

PT Waskita Karya (Persero) Tbk 72,049 699,284 0.00% 0.00%

PT Adhi Karya (Persero) Tbk 64,208 3,236,616 0.00% 0.01%

Klinik Mobil 61,088 -- 0.00% 0.00%

PT Translingkar Kita Jaya -- 1,105,764 0.00% 0.00%

INKOPKAR JAGA -- 638,750 0.00% 0.00%

PT Bank Mandiri (Persero) Tbk -- 63,558 0.00% 0.00%

Lain-lain/ Others 11,518,183 82,088 0.04% 0.00%


Jumlah Piutang Lain-lain/

Total Other Receivables 12,032,044 10,999,014 0.04% 0.00%

Dana Ditetapkan Penggunaannya/ Appropriated Funds

Jaminan Pelaksanaan/ Performance Bond

PT Bank Mandiri (Persero) Tbk 16,350,000 42,776 0.05% 0.00%

PT Bank Negara Indonesia (Persero) Tbk -- 19,863,287 0.00% 0.07%

PT Bank Tabungan Negara (Persero) -- 7,750,000 0.00% 0.03%


Jaminan Pembebasan Tanah/ Land Acquisition Guarantees

PT Bank Rakyat Indonesia (Persero), Tbk 14,100,000 -- 0.04% 0.00%



Jaminan Sindikasi Bank/ Syndicated Bank Guarantee



PT Bank Rakyat Indonesia (Persero) Tbk 18,627,875 4,021 0.06% 0.00%


Jumlah Dana Ditetapkan Penggunaannya/

Total Appropriated Funds 168,648,658 144,167,432 0.53% 0.51%




2014 2013 2014 2013

Rp Rp % %

Liabilitas/ Liabilities

Utang Bank/ Bank Loans

Utang Jangka Pendek/ Short Term Loans




PT Bank Tabungan Negara (Persero) Tbk 359,937 -- 0.00% 0.00%


Utang Jangka Panjang/ Long Term Loans

PT Bank Mandiri (Persero) Tbk 2,547,473,133 2,054,399,848 12.47% 11.74%

PT Bank Negara Indonesia (Persero) Tbk 1,626,727,819 1,404,703,029 7.96% 8.03%

PT Bank Rakyat Indonesia (Persero) Tbk 1,283,973,781 1,111,180,323 6.28% 6.35%


Sub Jumlah/ Sub Total 5,529,802,171 4,632,708,859 27.06% 26.47%

Jumlah Utang Bank/

Total Bank Loans 5,571,401,450 4,925,681,142 27.27% 20.25%

Utang Usaha/ Accounts Payable

Koperasi Jasa Marga Bhakti 1,949,473 3,744,354 0.01% 0.02%


Karyawan/ Employees 258,334 211,168 0.00% 0.00%

PT Bank Mandiri (Persero) Tbk 26,466 -- 0.00% 0.00%

PT Asuransi Jiwasraya (Persero) 846 -- 0.00% 0.00%

PT Pertamina Retail -- 1,531,348 0.00% 0.01%

PT Asuransi Umum Bumiputera Muda 1967 -- 666,117 0.00% 0.00%

Dana Pensiun Jasa Marga -- 638,336 0.00% 0.00%

Jumlah Utang Usaha/

Total Accounts Payable 5,389,001 7,990,621 0.03% 0.04%

Utang Kontraktor/ Contractors Payable

PT Waskita Karya (Persero) Tbk 258,552,200 366,580,413 1.27% 2.09%

PT Adhi Karya (Persero) Tbk 201,309,998 185,691,627 0.99% 1.06%

PT Wijaya Karya (Persero) Tbk 184,627,030 254,241,823 0.90% 1.45%

KSO Wika - Adhi - Hutama/ JO 57,336,834 134,564,614 0.28% 0.77%

PT Pembangunan Perumahan (Persero) Tbk 32,214,073 51,753,257 0.16% 0.30%

PT Istaka Karya (Persero) 12,581,649 12,581,649 0.06% 0.07%

PT Hutama Karya (Persero) 4,535,077 8,408,898 0.02% 0.05%

PT Yodya Karya (Persero) 2,939,804 3,245,248 0.01% 0.02%

Lain - lain (dibawah Rp 2 Milyar)/ Others (below Rp 2 Billion) 658,693 1,751,942 0.00% 0.01%

Jumlah Utang Kontraktor/

Total Contractors Payable 754,755,358 1,018,819,471 3.69% 5.82%

Beban Akrual/ Accrued Expenses

PT Bank Mandiri (Persero) Tbk -- 2,979,167 0.00% 0.02%

Jumlah Beban Akrual/

Total Accrued Expenses -- 2,979,167 0.00% 0.02%

Percentage from Total Liabilities

Persentase dari Total Liabilitas/

b. Remunerasi Komisaris dan Direksi b. Remuneration of Commissioners and Directors (i). Jumlah remunerasi yang diterima Dewan Komisaris

untuk tahun-tahun yang berakhir pada 31 Desember 2014 dan 31 Desember 2013 masing-

(i) Total remuneration received by the Board of Commissioners for the years ended on December 31, 2014 and December 31, 2013 amounting to




masing sebesar Rp 9.518.926.471 (Rupiah penuh) dan Rp 9.290.470.585 (Rupiah penuh).

Rp 9,518,926,471 (full Rupiah) and 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).

(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;

1. Jakarta – Bogor – Ciawi Toll Road, according to PPJT No. 246/PPJT/VII/Mn/2006;

2. Ruas Jakarta - Tangerang, berdasarkan PPJT No. 247/PPJT/VII/Mn/2006;

2. Jakarta – Tangerang Toll Road, according to PPJT No. 247/PPJT/VII/Mn/2006;

3. Ruas Surabaya - Gempol, berdasarkan PPJT No. 248/PPJT/VII/Mn/2006;

3. Surabaya – Gempol Toll Road, according to PPJT No. 248/PPJT/VII/Mn/2006;

4. Ruas Jakarta - Cikampek, berdasarkan PPJT No. 249/PPJT/VII/Mn/2006;

4. Jakarta – Cikampek Toll Road, according to PPJT No. 249/PPJT/VII/Mn/2006;

5. Ruas Padalarang - Cileunyi, berdasarkan PPJT No. 250/PPJT/VII/Mn/2006;

5. Padalarang – Cileunyi Toll Road, according to PPJT No. 250/PPJT/VII/Mn/2006;

6. Ruas Prof. Dr. Ir. Sedyatmo, berdasarkan PPJT No. 251/PPJT/VII/Mn/2006;

6. Prof. Dr. Ir. Sedyatmo Toll Road, according to PPJT No. 251/PPJT/VII/Mn/2006;

7. Ruas Cawang - Tomang - Pluit, berdasarkan PPJT No. 252/PPJT/VII/Mn/2006;

7. Cawang - Tomang – Pluit Toll Road, according to PPJT No. 252/PPJT/VII/Mn/2006;

8. Ruas Belawan - Medan - Tanjung Morawa, PPJT No. 253/PPJT/VII/Mn/2006;

8. Belawan - Medan - Tanjung Morawa Toll Road, according to PPJT No. 253/PPJT/VII/Mn/2006;

9. Ruas Semarang Seksi A, B, C, berdasarkan PPJT No. 254/PPJT/VII/Mn/2006;

9. Semarang Toll Road, Sections A, B, C according to PPJT No. 254/PPJT/VII/Mn/2006;

10. Ruas Pondok Aren - Bintaro Viaduct - Ulujami, berdasarkan PPJT No. 255/PPJT/VII/Mn/2006;

10. Pondok Aren - Bintaro Viaduct – Ulujami Toll Road, according to PPJT No. 255/PPJT/VII/Mn/2006;

11. Ruas Palimanan - Kanci, berdasarkan PPJT No. 256/PPJT/VII/Mn/2006;

11. Palimanan – Kanci Toll Road, according to 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

12. Jakarta Outer Ring Road Toll Road, Sections E1, E2, E3, W2, according to PPJT No. 257/PPJT/VII/Mn/2006; and

13. Ruas Cikampek - Padalarang, berdasarkan PPJT No. 258/PPJT/VII/Mn/2006.

13. Cikampek – Padalarang Toll Road, according to PPJT No. 258/PPJT/VII/Mn/2006.

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)




(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 (ii) Toll Road Investment Agreements 1. Ruas Bogor Outer Ring Road 1. 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).

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 2. Gempol – Pasuruan Toll Road 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.

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 3. Semarang - Solo Toll Road 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).

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).




4. Ruas Cengkareng - Kunciran 4. Cengkareng – Kunciran Toll Road 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).

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 5. Kunciran – Serpong Toll Road

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

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 –




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 Kunciran-Serpong.

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 6. JORR Toll Road, Section W2 North

Pada tanggal 2 April 2007, Perusahaan bersama-sama 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).

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. C-98-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 b. Investment Credit Facility Agreements

PT Bank Mandiri (Persero) Tbk 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

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




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 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.

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 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.

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)

c. Agreement of Fund Facility for Reimbursement of Land Aquisition for Toll Road with BLU-BPJT

Perusahaan telah memiliki perjanjian dengan BLU -BPJT, mengenai penggunaan dana bergulir untuk penggantian pembelian tanah dalam rangka pengusahaan ruas jalan

The Company has entered into an agreement with the Public Service Assistance Unit ("Badan Layanan Umum /BLU') regarding fund usage for financing land acquisition




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 pre-fund 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

d. Toll Road Joint Operation with PT Jalantol 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.

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 Ulujami-Pondok 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




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.272- A/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:

CMNP Perusahaan/

Company

•Mulai Awal Konsesi s/d 9 Mei 2002 75% 25% •Beginning of Concession Period until May 9, 2002

•Mulai 10 Mei 2002 s/d 31 Desember 2002 65% 35% •From May 10, 2002 to December 31, 2002

•Mulai 1 Januari 2003 s/d Akhir Masa •From January 1, 2003 to the End of

Konsensi (Tahun 2025) 55% 45% Concession Period (Year 2025)

Persentase Bagi Hasil/

Percentage of Revenue Sharing




f. Kerjasama Pengoperasian Jalan Tol dengan PT Bintaro Serpong Damai (BSD)

f. Toll Road Joint Operation with 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:

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/ARB-BANI/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 g. Joint Operation Agreements 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:

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 1. Toll revenue sharing; or 2. Bagi hasil pendapatan tol dengan jaminan

pembayaran minimum; atau 2. Toll revenue sharing with minimum guaranteed

payment; or 3. Pembayaran secara angsuran dalam jumlah tetap

(angsuran pasti), selama masa kerjasama operasi. 3. Fixed installments during the joint operations

period.




Rincian proyek kerjasama operasi tanpa kuasa penyelenggaraan pada 31 Desember 2014 sebagai berikut:

Details of joint operations agreement without operating rights as of December 31, 2014 are as follows:

Proyek Kerjasama Bagian Masa Kerjasama Operasi/

Operasi/ Pendapatan Joint Operation Period

Joint Operation Tol/ Toll

Project Revenue

Sharing

Bagi Hasil Pendapatan Tol Toll Revenue Sharing

Pelebaran Ruas Jalan Widening of Toll Road

PT Bangun Tjipta Sarana Cikampek Cibitung 69% 20 Tahun, sejak 1989/ PT Bangun Tjipta Sarana

20 Years, since 1989

Cawang Cibitung 41% 22 Tahun, sejak 1994/


PT Adhika Prakarsatama Jakarta - Tangerang 27% 17 Tahun 9 Bulan, sejak 1984/ PT Adhika Prakarsatarna

17 Years 9 Months, since 1994

Simpang Susun Toll Road Interchanges

PT Surya Cipta Swadaya Karawang Timur II 4 - 14% 17 Tahun, sejak 1998/ PT Surya Cipta Swadaya


InvestorsInvestor

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

1. Joint Operation Agreement with PT Bangun Tjipta Sarana

PT Bangun Tjipta Sarana dan Perusahaan mengadakan Perjanjian Kerjasama Pelebaran Jalan Tol Jakarta-Cikampek sebagai berikut:

PT Bangun Tjipta Sarana and the Company signed Agreement For The Widening of Jakarta-Cikampek Toll Road as follows:

a. Kerjasama Ruas Cibitung-Cikampek Kerjasama ini berdasarkan akta notaris No. 109 tanggal 16 Oktober 1992 beserta perubahannya, berlaku untuk jangka waktu 26 tahun sejak Surat Perintah Mulai Kerja tanggal 10 Juli 1989.

a. Agreement for Segment Cibitung-Cikampek a. 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. 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. Agreement for Segment Cawang-Cibitung

The Company and BTS signed Agreement For Revenue Sharing From The Widening Of Jakarta-Cikampek 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.

b. 2. Perjanjian Kerjasama Operasi dengan PT Surya

Cipta Swadaya Tbk 2. Joint Operation Agreement with 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.

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.




h. Restrukturisasi Utang JORR h. JORR Debt Restructuring 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:

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/ Estimasi Surat Ketetapan Dasar Estimasi/

JORR Sections and Investors Kewajiban/ Letter of

Estimated Liabilities 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

Jumlah/ Total 1,070,521,000

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. 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

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. 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.

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.

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

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




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

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. 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.

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.

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.

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.

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.




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. Menugaskan Perusahaan untuk melaksanakan pengoperasian sementara dan pemeliharaan Jalan Tol JORR Seksi S sampai dengan ditetapkan Badan Usaha Jalan Tol sebagai operator tetap.

1. Assigned the Company to temporarily operate and maintain JORR Section S until BPJT legally decides the legitimate operator.

2. Tugas Operasi dan Pemeliharaan Jalan Tol JORR S meliputi sebagai berikut:

2. Operation and maintenance of JORR Section “S” includes among others are:

a. Pengoperasian dan pemeliharaan rutin Jalan Tol JORR Seksi S termasuk penanganan darurat.

3. a. Regular operation and maintenance of JORR Section S including emergency responses.

b. Pemeliharaan berkala dan rehabilitasi/ rekonstruksi kerusakan akibat bencana alam, setelah mendapat persetujuan Menteri cq. Kepala BPJT.

b. Periodic maintenance and rehabilitation/ reconstruction of damages due to natural disasters, after obtaining approval from the Head of BPJT.

3. Pendapatan dari Pengoperasian Jalan Tol JORR Seksi S setelah dikurangi biaya sebagaimana dimaksud diktum kedua, dipisahkan dan dimasukkan kedalam rekening khusus.

3. 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.

4. 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.

4. 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.

5. 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.

5. 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.

6. 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.

6. 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.

7. Keputusan ini mulai berlaku pada tanggal ditetapkan. 7. This decree is valid started from the date of enactment.

Pada tanggal 26 Juni 2013 melalui surat No. JL.01.03-Mn/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.

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.




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.

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.

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.

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. 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. 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.




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




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)

i. Agreement Toll Road Operation of Surabaya - Madura (Suramadu) Bridge

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.

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.03.01-Mn/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 (2012-2017).

Pada tanggal 11 Juli 2014, Perusahaan telah menandatangani Perjanjian Kerjasama dengan Badan Pelaksana Pengembangan Wilayah Suramadu (BP-BPWS) 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)

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

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 Timur- Cawang 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




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 a. Obligation Due Termination of Concession

Agreement 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.

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.




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

b. Claim of Compensation Against PT Lapindo Brantas and Closing of Part of the Surabaya -Gempol Toll Road Section 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.

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:

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:

1. Menutup dan tidak mengoperasikan kembali sebagian jalan tol Surabaya - Gempol Seksi Porong -Gempol; dan

1. To close and stop the operation a part of the Surabaya - Gempol toll road Porong Gempol Section; and

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.

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.

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.0103-Mn/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.




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/DP-BPLS/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 Porong-Gempol Toll Road Section. The claim for loss of toll revenue, loss of interest income and other expenses,




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

c. Claims from Land Owners for Toll Road

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 Aren-Ulujami, 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.

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.

d. Gugatan Terkait Perjanjian Kerjasama Bagi hasil Jalan Tol Jakarta-Cikampek Ruas Cawang-Cibitung dari PT Bangun Tjipta Sarana (BTS)

d. Lawsuit from PT Bangun Tjipta Sarana (BTS) Regarding Toll Revenue Sharing of Jakarta-Cikampek Toll Road Section Cawang-Cibitung

Perusahaan dan BTS telah menandatangani Perjanjian Kerjasama Bagi Hasil Pelebaran Jalan Tol Jakarta-Cikampek 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). 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.

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 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.




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.

Pada tanggal 13 Oktober 2014 sesuai dengan surat No. 04/BTS/X/2014 PT BTS mengajukan kompensasi atas keterlambatan pembayaran bagi hasil dimaksud. 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.

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. 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. 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 Cikampek-Cibitung dari PT Bangun Tjipta Sarana (BTS)

e. Lawsuit to PT Bangun Tjipta Sarana (BTS) Regarding Toll Revenue Sharing of Jakarta-Cikampek Toll Road Section Cikampek-Cibitung

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.

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

f. Claim of Toll Revenue Sharing Against PT Tirtobumi Prakarsatama for Widening Kebon Jeruk – Tangerang Highway

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.

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.




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:

On June 7, 2011 PT Tirtobumi Prakarsatama sued the Company in the National Arbitration Board (BANI) with the following terms:

1. Mengabulkan permohonan PT Tirtobumi Prakarsatama untuk seluruhnya.

1. Accept the proposal for PT Tirtobumi Prakarsatama entirely.

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.

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.

3. Kelalaian Perusahaan untuk meneruskan

permohonan perpanjangan masa kerjasama bagi hasil kepada pihak yang berwenang dapat menimbulkan kerugian bagi PT Tirtobumi Prakarsatama.

3. Omissions of the Company to forward the proposal to the Authorities may create damage for PT Tirtobumi Prakarsatama.

4. Memerintahkan Perusahaan untuk dengan segera meneruskan permohonan PT Tirtobumi Prakarsatama tersebut di atas kepada pihak yang berwenang.

4. Instruct the Company to immediately forward the proposal of PT Tirtobumi Prakarsatama to the Authorities.

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.

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.

BANI menerbitkan keputusan No. 406/VI/ARB-BANI/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.

1. Consent the claim of PT Tirtobumi Prakarsatama partially.

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.

2. Obliged the Company to discuss the review with PT Tirtobumi Prakarsatama within 30 days from the date this decision pronounced.




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.

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. Menolak permohonan PT Tirtobumi Prakarsatama

untuk selebihnya. 4. Rejected the rest of PT Tirtobumi Prakarsatama’s

claims. 5. Menyatakan Putusan ini merupakan Putusan dalam

tingkat pertama dan terakhir serta mengikat Para Pihak.

5. Declared the Verdict as the first decree and final and bounded all parties.

6. Memerintahkan kepada Sekretaris Majelis untuk mendaftarkan salinan Putusan ini ke Pengadilan Negeri Jakarta Pusat.

6. Asked to the Secretary Council to register the Verdict to Central Jakarta District Court.

BANI mendaftarkan keputusan No. 406/VI/ARB-BANI/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/ARB-BANI/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.

1. Consent the claim of PT Tirtobumi Prakarsatama partially.

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 diucapkan.

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.

3. Mewajibkan Perusahaan dalam Jangka waktu 40 hari

sejak Putusan diucapkan, untuk meneruskan permohonan PT Tirtobumi Prakarsatama disertai hasil Kajian Perusahaan kepada Menteri Pekerjaan Umum

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. Menolak Permohonan PT Tirtobumi untuk

selebihnya. 4. Rejected the rest of PT Tirtobumi Prakarsatama’s

claims. 5. Menyatakan Putusan ini merupakan Putusan dalam

tingkat pertama dan terakhir serta mengikat Para Pihak.

5. Declared the Verdict as the first decree and final and bounded all parties.

6. Mewajibkan Perusahaan untuk mengembalikan setengah biaya administrasi sebesar Rp 255.000.000 (Rupiah penuh) kepada PT Tirtobumi Prakarsatama.

6. Oblige the Company to indemnify half of the administration fee amounting to Rp 255,000,000 (full Rupiah) to PT Tirtobumi Prakarsatama.

7. Memerintahkan kepada Sekretaris Majelis untuk

mendaftarkan salinan Putusan ini ke Pengadilan Negeri Jakarta Pusat.

7. Asked to the Secretary Council to register the Verdict to Central Jakarta District Court.

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.




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 46. Operating Segments

Perusahaan dikelola dan dikelompokkan dalam segmen usaha yang terdiri dari beberapa cabang sebagai berikut (dalam jutaan Rupiah):

The Company is managed and classified into bussines segments which consist of branches as follow (in million Rupiah):




Pusat/ Jakarta Jakarta Lainnya/ Eliminasi/ Konsolidasian/

Head Office Cikampek Tangerang Others Elimination Consolidated

(Dalam Jutaan Rupiah/ In Million Rupiah)

Pendapatan/ Revenues

Total Pendapatan Segmen Dilaporkan/

Segmented Revenues 1,182,449 607,461 1,023,430 1,175,926 467,117 1,212,322 977,687 -- 6,646,392

Pendapatan Konstruksi/

Construction Revenues 243,104 -- -- -- -- -- 1,702,721 -- 1,945,825

Pendapatan Lainnya/

Others Income 12,203 11,709 21,222 18,618 9,138 35,295 885,289 (410,372) 583,102

Pendapatan Entitas/

Total Revenues 1,437,756 619,170 1,044,652 1,194,544 476,255 1,247,617 3,565,697 (410,372) 9,175,319

Laba Rugi/ Profit and Loss

Beban Usaha/

Operating Expenses (1,339,924) (327,934) (718,877) (306,161) (255,784) (395,326) (3,468,367) 413,820 (6,398,553)

Pendapatan Bunga/

Interest Income 204,188 173 260 79 135 281 60,382 -- 265,498

Biaya Keuangan/

Finance Charges (708,634) -- -- -- -- -- (506,686) -- (1,215,320)

Pendapatan (Beban) Lain/

Others Income (Expenses) (391,479) 30 1,738 (4,333) 2,348 2,455 391,013 -- 1,772

Bagian Laba-Rugi atas Entitas Asosiasi/

Net Equity on Associates (6,742) -- -- -- -- -- -- -- (6,742)

Laba (Rugi) Sebelum Pajak Penghasilan/

Profit (loss) Before Income Tax (804,835) 291,439 327,773 884,129 222,954 855,027 42,039 3,448 1,821,974

Beban Pajak Penghasilan/

Income Tax Expense (562,795) -- -- -- -- -- (43,847) -- (606,642)

Laba Tahun Berjalan/

Income for the Year 1,215,332

Aset Segmen Dilaporkan/

Segment Assets 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

Liabilitas Segmen Dilaporkan/

Segment Liabilities 9,186,625 90,031 170,881 109,331 77,868 201,477 10,655,962 (59,222) 20,432,952


Jagorawi Camareng Purbaleunyi

Pusat/ Jakarta Jakarta Lainnya/ Eliminasi/ Konsolidasian/

Head Office Cikampek Tangerang Others Elimination Consolidated

(Dalam Jutaan Rupiah/ In Million Rupiah)

Pendapatan/ Revenues

Total Pendapatan Segmen Dilaporkan/

Segmented Revenues 1,078,223 548,248 976,573 1,017,384 408,011 1,109,957 664,336 -- 5,802,732

Pendapatan Konstruksi/ 755,561 -- -- -- -- -- 3,204,978 -- 3,960,539


Pendapatan Lainnya/ 14,804 12,918 17,044 12,083 8,026 32,707 632,362 (221,747) 508,197

Others Income

Pendapatan Entitas/

Total Revenues 1,848,588 561,166 993,617 1,029,467 416,037 1,142,664 4,501,675 (221,747) 10,271,468

Laba Rugi/ Profit and Loss

Beban Usaha/ (1,682,831) (318,995) (702,594) (318,065) (212,903) (372,585) (4,421,798) 221,747 (8,233,542)

Operating Expenses

Pendapatan Bunga/ 184,808 140 258 97 113 245 42,410 -- 228,071

Interest Income

Biaya Keuangan/ (744,033) -- -- -- -- (65) (200,121) -- (944,219)

Finance Charges

Pendapatan (Beban) Lain/ (156,328) (1,760) 381 (4,975) (171) 1,528 109,790 -- (6,837)

Others Income (Expenses)

Bagian Laba-Rugi atas Entitas Asosiasi/

Net Equity on Associates (4,303) -- -- -- -- -- -- -- (4,303)

Laba (Rugi) Sebelum Pajak Penghasilan/

Profit (loss) Before Income Tax (554,098) 240,550 291,662 706,524 203,076 771,787 31,956 - 1,310,638

Beban Pajak Penghasilan/

Income Tax Expense (455,387) -- -- -- -- -- 73,537 -- (381,850)

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


Jagorawi Purbaleunyi Camareng




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. 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:

On November 1, 2007, the Company obtained effective statement from Bapepam-LK through Letter No. S-5526/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. 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 2013

Laba Bersih (Rupiah penuh) 1,403,427,971,222 1,027,661,163,287 Net Income (full Rupiah)

Rata-rata Tertimbang Weighted Average of

Saham Beredar (lembar) 6,800,000,000 6,800,000,000 Outstanding Shares (Shares)

Laba Bersih Per Saham (Rupiah penuh) 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




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 a. Credit Risk

Risiko kredit adalah risiko dimana salah satu pihak atas instrumen keuangan akan gagal memenuhi kewajibannya dan menyebabkan pihak lain mengalami kerugian keuangan.

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 b. Currency Risk

Risiko mata uang adalah risiko fluktuasi nilai instrumen keuangan yang disebabkan perubahan nilai tukar mata uang asing.

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 c. Liquidity Risk

Risiko Likuiditas adalah risiko di mana Grup akan mengalami kesulitan dalam rangka memperoleh dana untuk memenuhi komitmennya terkail dengan instrumen keuangan.

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 d. Price Risk 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.

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 e. Interest Rate Risk Risiko bunga atas arus kas adalah risiko dimana arus kas masa datang suatu instrumen keuangan akan berfluktuasi akibat perubahan suku bunga pasar.

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.




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 f. Fair Value

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.

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:

If one or more of the significant inputs is not based on observable market data. Specific valuation techniques used to value financial instrument include:

Penggunaan harga yang diperoleh dari bursa atau pedagang efek untuk instrumen sejenis dan;

The use of quoted market prices or dealer quotes for similar instruments and;

Teknik lain seperti analisis arus kas yang didiskonto digunakan untuk menentukan nilai instrumen keuangan lainnya.

Other techniques, such as discounted cash flows analysis, are used to determine fair value for the remaining financial instruments

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:

Nilai Tercatat/ Nilai Wajar/

Carrying Value Fair Value

Aset Keuangan

Kas dan Setara Kas 3,290,783,678 3,290,783,678 Cash and Cash Equivalents

Investasi Jangka Pendek 7,143,512 7,143,512 Short-Term Investments

Piutang Lain-lain - Lancar 148,828,618 148,828,618 Other Receivables - Current

Dana Ditetapkan Penggunaannya 816,903,789 816,903,789 Appropriated Funds

Aset Keuangan Lainnya 244,607,444 244,607,444 Investments in Associates

Jumlah 4,508,267,041 4,508,267,041 Total

2014

Financial Assets




Nilai Tercatat/ Nilai Wajar/

Carrying Value Fair Value

Liabilitas Keuangan Financial Liabilities

Utang Bank Jangka Pendek 610,499,778 610,499,778 Short-term Bank Loan

Utang Usaha 191,675,486 191,675,486 Accounts Payable

Utang Kontraktor 990,488,834 990,488,834 Contractors Payable

Utang Lain-lain 73,661,131 73,661,131 Other Payables

Liabilitas Jangka Panjang yang Jatuh Tempo Current Maturities of Long - Term

dalam Satu Tahun Liabilities

Utang Bank 43,161,208 43,161,208 Bank Loans

Liabilitas Pembebasan Tanah 1,500,719,209 1,500,719,209 Land Acquisition Liabilities


Provisi Pelapisan Jalan Tol 209,396,402 209,396,402 Provision for Overlay

Liabilitas Jangka Panjang-Setelah Dikurangi Long - Term Liabilities Net of Current

Bagian yang Jatuh Tempo dalam Satu Tahun Maturity

Utang Bank 6,484,840,290 6,484,840,290 Bank Loans

Utang Obligasi 6,144,430,063 6,144,430,063 Bonds Payable

Liabilitas Kerjasama Operasi 22,206,213 22,206,213 Joint Operation Liabilities

Liabilitas Pembebasan Tanah 1,369,223,143 1,369,223,143 Land Acquisition Liabilities


Provisi Pelapisan Jalan Tol 156,712,195 156,712,195 Provision for Overlay

Liabilitas Jangka Panjang Lainnya 819,424,909 819,424,909 Other Long Term Liabilities

Jumlah 18,666,403,693 18,666,403,693 Total

2014

Manajemen Permodalan Capital Management 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.

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:




2014

Rp

Liabilitas Jangka Pendek 4,312,916,751 Short-term Liabilities

Liabiltas Jangka Panjang 16,120,035,609 Long-term Liabilities

Total Liabilitas 20,432,952,360 Total Liabilities

Total Ekuitas 11,424,995,629 Total Equity

Rasio Utang terhadap Ekuitas 1.8 : 1 Debt to Equity Ratio

49. Sumber Estimasi Ketidakpastian dan 49. Source of Uncertainty Estimation and Pertimbangan Akuntansi yang Penting 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 Estimation and Significant Accounting Assumption 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.

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

Estimated of Useful Lives of Property, Equipment, and Intangible Asset - Toll Road Concession Rights

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.

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 Estimated of Construction Margin 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.

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.




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. 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. Asumsi kunci liabilitas imbalan pasca kerja sebagian ditentukan berdasarkan kondisi pasar saat ini.

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. 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. 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

Significant Judgments in Determination of Accounting Policy

Pertimbangan berikut ini dibuat oleh manajemen dalam rangka penerapan kebijakan akuntansi Perusahaan yang memiliki pengaruh paling signifikan atas jumlah yang diakui dalam laporan keuangan.

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 Classification Financial Asset and Liability 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.

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

Recognition and Measurement of Intangible Asset – Toll

Road Concession Rights 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.

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.




Reklasifikasi pada Saat Transisi Reclassification during Transition

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.

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 Other Intangible Asset

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.

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 2013

Rp Rp

Aset Sewa Pembiayaan -- 4,697,319 Capital Lease Assets

Aset Takberwujud - Intangible Assets -

Hak Pengusahaan Jalan Tol 24,757,377 89,890,149 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:

Direksi/Directors Direktur Utama Ir. Adityawarman President Director Direktur Operasi Ir. Hasanudin, M.Eng.Sc Operation Director Direktur Keuangan Ir. Reynaldi Hermansjah Finance Director Direktur Pengembangan Usaha Ir. Hasanudin, M.Eng.Sc (PLT) Business Development Director

Direktur Sumber Daya Manusia dan Umum Ir. Muh. Najib Fauzan, Msc Human Capital Affairs Development Director




Komisaris/ Commissioners Komisaris Utama Ir. Agoes Widjanarko, MIP President Commissioner Komisaris Ibnu Purna Muchtar, S.E, MA Commissioner Komisaris Dr. Boediarso Teguh Widodo,M.E. Commissioner Komisaris Prof. Dr. Akhmad Syakhroza Commissioner Komisaris (Komisaris Independen) Mayjen. (Purn) Samsoedin Commissioner (Independent Commissioner)

Komisaris (Komisaris Independen) Irjen Polisi (Purn) Drs. Michael

Dendron Primanto, SH, MH Commissioner (Independent Commissioner)

52. Standar Akuntansi Baru 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:

New standards, amendments and interpretations issued but not yet effective for the financial year beginning 1 January 2014 are, as follows:

- PSAK 1 (revisi 2013) “Penyajian Laporan Keuangan” - PSAK 1 (revised 2013) “Presentation of Financial

Statements” - PSAK 4 (revisi 2013) “Laporan Keuangan Tersendiri” - PSAK 4 (revised 2013) “Separate Financial Statements” - PSAK 15 (revisi 2013) “Investasi pada entitas asosiasi

dan ventura bersama” - PSAK 15 (revised 2013) “Investment in Associates and

Joint Ventures” - PSAK 24 (revisi 2013) “Imbalan Kerja” - PSAK 24 (revised 2013) “Employee Benefits” - PSAK 46 (revisi 2013) “Pajak Penghasilan” - PSAK 46 (revised 2013) “Income Taxes” - PSAK 48 (revisi 2013) "Penurunan Nilai” - PSAK 48 (revised 2013) “Impairment” - PSAK 50 (revisi 2013) “Instrumen Keuangan:

Penyajian” - PSAK 50 (revised 2013) “Financial Instrument:

Presentation” - PSAK 55 (revisi 2013) “Instrumen Keuangan:

Pengakuan dan Pengukuran” - PSAK 55 (revised 2013) “Financial Instrument:

Recognition and Measurement" - PSAK 60 (revisi 2013) “Instrumen Keuangan:

Pengungkapan” - PSAK 60 (revised 2013) "Financial Instrument:

Disclosure” - PSAK 65 “Laporan Keuangan Konsolidasian” - PSAK 65 “Consolidated Financial Statement” - PSAK 66 “Pengaturan Bersama” - PSAK 66 “Joint Arrangements” - PSAK 67 “Pengungkapan Kepentingan dalam Entitas

Lain” - PSAK 67 “Disclosure of Interests in Other Entities”

- PSAK 68 “Pengukuran Nilai Wajar - PSAK 68 “Fair Value Measurement” - ISAK 26 (revisi 2013) “Penilaian Ulang Derivative” - ISAK 26 (revised 2013) “Revaluation of Embedded

Derivative” - Pencabutan PSAK 12 (revisi 2009) “Bagian Partisipasi

Ventura Bersama” - Withdrawal of PSAK 12 (revised 2009)“Interest in Joint

Venture” - Pencabutan ISAK 12 "Pengendalian bersama Entitas:

Kontribusi Non Moneter oleh Venturer" - Withdrawal of ISAK 12 "Jointly controlled entities: Non

Monetary Contribution by Venturers" - Pencabutan ISAK 7 "Konsolidasi Entitas Bertujuan

Khusus"

- 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.




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. Rincian reklasifikasi akun tersebut adalah sebagai berikut

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. The detail of the accounts reclassification are as follows:

Sebelum Reklasifikasi/ Setelah

Reklasifikasi/ Reclassifications Reklasifikasi/

Before After

Reclassifications Reclassifications

Rp Rp Rp

Laporan Posisi Keuangan Consolidated Statement of

Konsolidasian Financial Position

Liabilitas Liabilities

Utang Bank Jangka Pendek -- 655,840,348 655,840,348 Short-term Bank Loan


Jatuh Tempo dalam Satu Tahun: Long - Term Liabilities:

Utang Bank 951,057,511 (655,840,348) 295,217,163 Bank Loan


Sebelum Reklasifikasi/ Setelah

Reklasifikasi/ Reclassifications Reklasifikasi/

Before After

Reclassifications Reclassifications

Rp Rp Rp

Laporan Posisi Keuangan Consolidated Statement of

Konsolidasian Financial Position

Liabilitas Liabilities

Utang Bank Jangka Pendek -- 1,380,028,297 1,380,028,297 Short-term Bank Loan


Jatuh Tempo dalam Satu Tahun: Long - Term Liabilities:

Utang Bank 1,640,778,297 (1,380,028,297) 260,750,000 Bank Loan


54. Tanggung Jawab Manajemen atas Laporan 54. The Management’s Responsibility on the Keuangan Konsolidasian 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.

www.jasamarga.com

PT Jasa Marga (Persero) Tbk.Plaza Tol Taman Mini Indonesia IndahJakarta, 13550 Indonesia

Telp. : +6221 841 3630, +6221 841 3526Fax. : +6221 841 3540Email : [email protected]

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