No.RefQuestionImplementationSource Information
*Do shareholders have the right to participate in: 
A.1.1​Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by annual general meeting (AGM) for final dividends?Jasa Marga has published its dividend payment schedule (on 17 March 2017) and dividend payment to each shareholders will be on 17 April 2016.AGMS
A.2.1Amendments to the company's constitution?Article 5 section C.1.1 and section D of the Articles of Association states that amendment to Articles of Association will be resolved by GMS which is attended by Shareholders.Article of Association 2017
A.2.2The authorization of additional shares?Article 8 Articles of Association states that Additional Shares/Capital of the Company may only be executedby the approval of GMSArticle of Association 2017
A.2.3The transfer of all or substantially all assets, which in effect results in the sale of the company?Article 12 section 7 of the Articles of Association 2017Articles of Association 2017
A.3.1Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefits-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners?- Article 11 Section 19 and Article 14 Section 30 of the Articles of Association state that members of Board of Directors will be provided with remuneration and facilities and/or other incentives, including dividend bonus (tantieme) and pension allowance in an amount specified by GMS and prevailing laws and regulations - Jasa Marga’s website has published the summary of minutes of GMS regarding resolution of the third agenda of GMS dated 16 March 2017, The Meeting therefore decided the following by a Majority Vote: 1. Granted the authority and power to the Board of Commissioners with prior approval from the holder of Serie A Dwiwarna Share to determine the amount of tantieme for the Board of Directors of the Company for the 2016 Financial Year, and to determine the remuneration, allowances and facilities for the Year 2017. 2. Determine the amount of the Tantiem for the Board of Commissioners for 2016 Financial Year, and the honorarium, allowances and facilities for Year 2017 in accordance to the prevailing laws, and then assign the Board of Commissioners upon consultation with the holder of Seri A Dwiwarna Share to pour in the details of this decision into a Decree of Board of Commissioners on behalf of the General Meeting of Shareholders.Articles of Association 2017/Summary of Minutes of Jasa Marga AGMS Financial Year 2016
A.3.10Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM?Annual Report Page 258 at the second paragraph on the right has stated that Every shareholder of 1 (one) share is entitled to give one vote Annual Report
A.3.11Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM?Annual Report in the first paragraph of Page 259 has stated that The Company has appointed Notary Ashoya Ratam, SH., MKn. as independent party to validate the votes and draft the minutes of MeetingAnnual Report
A.3.12Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions?Jasa Marga has published voting results within 1 (one) business day after Performance to AGMS on the date of 16 March 2017. Summary of minutes of Jasa Marga AGMS Financial Year 2016
A.3.13Does the company provide at least 21 days notice for all AGMs and EGMs?Jasa Marga AGMS Financial Year 2016 : 1. Announcement of AGMS: 6 February 2017 2. Invitation of AGMS: 21 February 2017 3. Performance of AGMS: 15 March 2017 Based on the aforementioned information, Summons for AGMS made within 21 calendar days before performance of GMS Jasa Marga Announcement Of AGMS Financial Year 2016
A.3.14Does the company allow for voting in absentia?-Article 25 section 9 of the Articles of Association and summons of GMS regulate on the absent shareholders can be presented by their proxies by way of power of attorney. -Form of power of attorney can be downloaded through websiteJasa Marga AGM Power of Attorney
A.3.15Does the company give the opportunity for shareholder to place item/s on the agenda of AGM?Jasa Marga provides opportunities to Shareholders to be able to propose agenda to AGMS,within the latest of 7 (seven) days before summons. Announcement of AGMS Jasa Marga Financial Year 2016
A.3.2Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?1. In accordance with the Articles of Association in article 5 section 4c and 4d stating that the members of the Board of Directors and/or the Board of Commissioners are proposed by A. Dwiwarna Shareholder after carrying out a nominating process pursuant to prevailing laws and regulations and such nomination shall bind to the GMS. Other shareholders may vote the candidates of directors/commissioners in GMS 2. In the Article of Association 2017 pages 22 first paragraph explained the members of the Board of Directors are appointed by GMS from candidates proposed by the serial A Dwiwarna shareholder (which is controlling shareholder)Articles of Association 2017
A.3.3Does the company allow shareholders to elect directors/commissioners individually?Article 11 section 10 and article 14 section 12 of the Articles of Association state that the members of Board of Directors will be appointed and terminated by GMS. Jasa Marga’s website has published the summary of minutes of GMS on 16 March 2016 regarding change of management of the CompanyArticles of Association 2017/Summary of Minutes of Jasa Marga AGMS Financial Year 2016
A.3.4Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds? - Reading out of the rules of procedure of GMS (Called "Tata Tertib") Providing opportunities to the shareholders or their proxies to raise questions/comments and/or suggestions concerning business items as well as responses to questions/comments from the shareholders. The voters were only the shareholders or their proxies reserving the right to vote and one share will provide one vote. Information concerning appointment of independent parties, they are, the Notary of Ir. Nannette Chayanie Handari Warsito, for the purpose of calculation, appraisal and validation.AGMS
A.3.5Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues?Jasa Marga Website has published Notice and AGM Minutes for AGM 2016 as compliance to the Financial Service Authority Regulation No.8 /POJK.04/2015 Access: Minutes of AGMS 2016 Website Directory: Investor Relations-Shareholders-AGMS-2017-Minutes of AGMS Jasa Marga FY 2016Minutes of Jasa Marga AGMS Financial Year 2016
A.3.6Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM?Jasa Marga Website has published Notice and AGM Minutes for AGM 2016 as compliance to the Financial Service Authority Regulation No.8 /POJK.04/2015 Summary of minutes of Jasa Marga AGMS Financial Year 2016
A.3.7Does the company disclose the list of board members who attended the most recent AGM?Jasa Marga Website has published Notice and AGM Minutes for AGM 2016 as compliance to the Financial Service Authority Regulation No.8 /POJK.04/2015Summary of minutes of Jasa Marga AGMS Financial Year 2016
A.3.8Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM?Jasa Marga Website has published Notice and AGM Minutes for AGM 2016 as compliance to the Financial Service Authority Regulation No.8 /POJK.04/2015Minutes of Jasa Marga AGMS Financial Year 2016
A.3.9Does the company allow voting in absentia?The Company allows for voting in absentia. The shareholder either is personally or represented by virtue of a Letter of Proxy reserves the right to attend the GMS, under condition that during the votingINVITATION OF AGMS FINANCIAL YEAR 2016
A.4.1In cases of mergers, acquisitions and/or takeovers, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction priceRegulation of Bapepam LK IX.G.1 stipulates independent appointment by Board of Commissioners to evaluate fairness of the transaction in case of merger and acquaition.Regulation of Bapepam LK IX.G.I
A.5.1Does the company publicly disclose policies to encourage shareholders including institutional shareholders to attend the AGM?Articles of Association of article 13 regarding summons for GMS and article 14 regarding quorum of the meeting and summons for GMS in the website present Effort of the Company to be activelly supporting shareholders for presenting in the GMS.Article of Association 2017
No.RefQuestionImplementationSource Information
B.1.1Do the company's ordinary or common shares have one vote for one share?Articles of Association of article 25 states that each share provides right to its shareholder to issue 1 (one) vote.Article of Association
B.1.2Where the company has more than one class of shares, does the company publicize the voting rights attached to each class of shares (e.g. through the company website/reports /the stock exchange /the regulator‘s website)?Articles of Association of article 4 section 1 explain that Shares of Jasa Marga consist of Serie A Dwiwarna Shares in particular can be possesed by the State of the Republic of Indonesia and Serie B Shares can be possesed by public.Article of Association 2017
B.2.1Does each resolution in the most recent AGM deal with only one item, i.e. there is no bundling of several items into the same resolution?Jasa Marga's website discloses summary of minutes and minutes of AGMS that among others containing results of resolution of GMS foe each agenda of GMS.Minutes of AGMS Jasa Marga Financial Year 2016
B.2.2Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version?Jasa Marga’s website discloses summons for GMS presented in Indonesian and english language to be published at the same time.Jasa Marga Invitation Of AGMS Financial Year 2016
B.2.3Are the profiles of directors/commissioners (at least age, qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included?In compliance with decision of Ministry of the State-Owned Enterprise states that selection of members of Board of Directors and members of Board of Commissioners will be under authorization of holder of Serie A Dwiwarna Shares, where profiles of candidates of Board of Commissioners and Board of Directors are to be published in website.Summary of minutes of Jasa Marga AGMS Financial Year 2016
B.2.4Are the auditors seeking appointment/ re-appointment clearly identified?In the fourth agenda of Annual GMS on 15 March 2017 Jasa Marga has specified Public Accountant Office of Purwantono, Sungkoro & Surja (a Member Firm of Ernst & Young Global Limited) to audit the Company’s Consolidated Financial Report and Financial Report of Partnership Program and Community Development Program for Financial Year 2017Summary of minutes of Jasa Marga AGMS Financial Year 2016
B.2.5Were the proxy documents made easily available?1. Jasa Marga Website has published the Rules of Conduct, Form of Power of Attorney and AGMS Meeting Materials 2. For Invitation to the AGMS 2017, Notes no.4 showed that the proxy documents made easily available. 1. AGMS Announcement 2. Jasa Marga AGM Power of Attorney 3. Rules of Conduct 4. AGMS Meeting Materials
B.2.7Documents required to be proxy/ Were the proxy documents made easily available?Jasa Marga’s website has provided the power of attorney form which is accessible by all shareholders.Jasa Marga AGM Power of Attorney
B.3.1Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge, which is not generally available to the market?Jasa Marga’s website has published code of conduct containing insider trading informationCode of Conduct
B.3.2Are the directors and commissioners required to report their dealings in company shares within 3 business days?As compliance of the Regulation of the Financial Service Authority (POJK) No. 11/POJK.04/2017, Jasa Marga’s Directors /Commisioners are required to report to Financial Services Authority for ownership and any changes to ownership of Public Company's shares no later than 3 (three) consecutive days after the transaction. Where in 2017 there were transactions by Mrs Desi Arryani on July 7th, 2017 with total number of shares amounted to 996.500 shares. Share purchase transactions have been reported by Jasa Marga to the Financial Services Authority (OJK) on July 11th 2017 in compliance with the prevailing regulations and published on the Indonesia Stock Exchange website.Shareholdings of BOC Directors and Employees
B.4.1Are Directors and Commissioners required to disclose their interest in transactions and any others conflicts of interest?In 2016, the Company has no Information on Material Transactions that contains Conflct of Interest and/or Transactions with AffiiatesAnnual Report Page 176
B.4.2Does the company have a policy requiring a Committee of independent directors/ commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders?Board Manual Page 25Board Manual (English)
B.4.3Does the company have a policy requiring board members (directors/ commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted?DEFAULTDEFAULT
B.4.4Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates?DEFAULTDEFAULT
B.5.1Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length?In Annual Report page 423 All transactions conducted in 2016 were fairly in all material respects As indicated by the opinion of the independent auditor of Consolidated Financial Reports FY 2016 without deletions (formerly without qualification)Annual Report 2016
B.5.2In case of related party transactions requiring shareholders approval, is the decision made by disinterested shareholders?During 2016 there shall be no Related Party Transactions requiring approval from GMS
No.RefQuestionImplementationSource Information
C.1.1The existence and scope of the company's efforts to address customers' welfareJasa Marga’s Annual Reports state the following activities programs: 1. CSR FUnd for Costumers 2. Toll Road Scrapping Filling Overlay Fund 3. Sapu Lubang Team, JM Care, and Toll TouringAnnual Report Page 400-401
C.1.2Explains supplier/contractor selection practice? 
C.1.3Describes the company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? 
C.1.4The company's efforts to interact with the communities in which they operate?Jasa Marga’s Annual Reports state the following activities programs: 1. Program Fund for 672 Development Partners distributed in all over Indonesia 2. Environment Development ProgramAnnual Report Page 400-401
C.1.5Directs the company's anti-corruption programmers and procedures?The Company has anti-corruption and anti-fraud policies that are part of code of conduct that reflects prevention on any corruption practice both give and receive from other partyAnnual Report Page 243
C.1.6How creditors' rights are safeguarded?Creditor’s rights that are safeguarded by Jasa Marga are: 1. By Maintain its wealth in order to stay in good condition in accordance with the requirements of the asset; and 2. By maintain the Financial Covenant : a. Debt to Equity Ration maximum 5:1 every year; b. EBITDA to interest ratio minimal 1,25:1 every year.
C.2.1Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights 
C.3.1Does the company explicitly disclose the health, safety, and welfare policy for its employees?Annual reports and sustainability report of Jasa Marga have disclosed employee social responsibilitySustainability Report 2016
C.3.2Does the company publish data relating to health, safety and welfare of its employees?Annual reports and sustainability report of Jasa Marga have disclosed employee social responsibilitySustainability Report 2016
C.3.3Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures?Annual reports of Jasa Marga have disclosed Employee Share Ownership Program and/or Management Share Ownership Program conducted by Company (ESOP/MSOP), covering: 1. Number of ESA Shares 2. Period of ESA 3. Requirements for entitled employees and or management 4. Exercise PriceAnnual Report Page 383
C.4.1Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company's website or annual report?Annual reports of Jasa Marga have disclosed whistle blowing system policy Annual Report Page 384-387
C.4.2Does the company have a policy or procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation?Annual reports of Jasa Marga have disclosed whistle blowing system policy Annual Report Page 384-387
No.RefQuestionImplementationSource Information
D.1Ownership Structure Transparation 
D.1.1Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more?Annual reports of Jasa Marga have disclosed information concerning shareholders’ identities holding more than 5% of shares.Annual Report Page 81
D.1.2Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders?Annual reports of Jasa Marga have disclosed information concerning the direct and indirect share ownership.Annual Report Page 81
D.1.3Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)?Annual reports of Jasa Marga have disclosed information concerning ownership of shares by Board of CommissionersAnnual Report Page 82
D.1.4Does the company disclose the direct and indirect (deemed) shareholdings of senior management? 
D.1.5Does the company disclose details of the subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPes)/ (SPVs)?Annual reports and Website of Jasa Marga have disclosed information concerning Subsidiary Companies, Associate Companies and Common Controlled Companies of Jasa Marga.Annual Report Page 23-33
D.2.1Corporate ObjectivesAnnual reports of Jasa Marga have disclosed information concerning: 1. Vision for the year 2017 To Become Indonesia’s Top Leading Company in Toll Road Development and Operations 2. Vision for the year 2022 To become one of the Leading Companies in Indonesia Mission: 1. To achieve accelerated development of the toll road. 2. To provide effiiently and reliably toll road. 3. Improve the smoothness of goods and services distributionAnnual Report Page 7
D.2.2Financial Performance IndicatorsAnnual reports of Jasa Marga have disclosed financial performance indicatorAnnual Report Page 129
D.2.3Non Financial Performance IndicatorsAnnual reports of Jasa Marga have disclosed information concerning non financial performance indicator in form of award and certification received by Bank Mandiri during 2016. Annual Report Page 70-73
D.2.4Dividend PolicyAnnual reports of Jasa Marga have disclosed Dividend Policy of Jasa MargaAnnual Report Page 173
D.2.5Biographical Details (at least age, qualifications, date of first appointment, relevant experience, and any other directorship of listed companies) of Directors/CommissionerAnnual reports of Jasa Marga have disclosed Profile of members of Board of Commissioners and Directors Annual Report Page 42-45
D.2.6Attendance details of each director/commissioner in respect of meetings heldAnnual reports of Jasa Marga have disclosed information concerning implementation of meeting of Board of Commissioners and Board of Directors which among others contain the following matters: 1. During 2016, the Directors conduct internal meetings of the Directors as much as 50 times and attendance rate in average 95.61% (Annual Report Page 313) 2. Throughout 2016, in total there have been 29 meetings, with Board of Commissioners attendance rate in average above 75%. (Annual Report Page 88)Annual Report Page 88 and 313
D.2.7Total remuneration of each member of the board of directors/commissionersAnnual reports of Jasa Marga have disclosed information concerning remuneration policy for Board of Commissioners and Board of Directors which among others containing the following matters: 1. BOD & BOC Remuneration Structure 2. BOD & BOC Realization of the Remuneration for Board of Commissioners in 2016Annual Report Page 297 and 319
D.2.8Does the Annual Report contain a statement confirming the company’s full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue?Annual reports of Jasa Marga have disclosed Statement that Bank has complied good corporate governance principleAnnual Report Page 240
D.3.1Does the company disclose its policy covering the review and approval of material/significant RPTs?1.In case of any corporate action/transactions, Board of Directors always required to have the approval from Board of Commissioner which already reviewed by the Audit Committee 2. In case of conflict of interest transaction, affiliation transaction and material transactions Jasa Marga implements the Regulation of Bapepam-LK IX.E.1 and IX. E.2.
D.3.2Does the company disclose the name of related party and relationship for each material/significant RPT? 
D.4.1Does the company disclose trading in the company’s shares by insiders?Annual reports of Jasa Marga have disclosed information concerning the shareholding of the Board of Commissioners, Directors and Employees. There were any trading activities during 2016. Annual Report Page 82
D.5.1Are audit fee disclosed?In Annual Reports of Jasa Marga have been disclosed regarding Audit Services Fee Contract between the company and the auditor for the past 5 years. 1. The 2016 Annual Report disclosed the audit fee. 2. In 2016, the company did not use the non-audit services.Annual Report Page 395
D.5.2Are the non-audit fees disclosed? 
D.6.1Quarterly ReportingJasa Marga's Website publishes quarterly reports Quarterly Financial Statement
D.6.2Company websiteJasa Marga has website at address www.jasamarga.com accessible by all stakeholdersWesbite of Jasa Marga
D.6.3Analyst’s BriefingJasa Marga prepares Analyst's Meeting as a communication medium. Such information may be accessed through Jasa Marga Website. JM Update/Company Presentation
D.6.4Media briefing/ press conferences 
D.7.1Are the audited annual financial report/ statement released within 120 days from the financial year end?Jasa Marga has released the audited financial statement FY 2016 in Investor Daily and Bisnis Indonesia on 8 February 2017 Jasa Marga has submitted the Annual Report FY 2016 to Indonesian Financial Service Authority (OJK) on 21 February 2017.Financial Statement
D.7.2Is the annual report released within 120 days from the financial year end?Jasa Marga has published Annual Reports in its website and submitted the relevant Annual Reports during Annual GMS on 21 February 2017Annual Report
D.7.3Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company?All Board of Commissioners and Board of Directors have signed Letter of Statement of Responsibility to Annual Reports FY 2016Annual Report
D.8.1Financial statements/reports (latest quarterly)Jasa Marga’s website has published Jasa Marga's FInancial Reports from Fiscal Year 2012 until 2017Financial Statement
D.8.2Materials provided in briefings to analysts and mediaJasa Marga’s website has published information concerning analyst briefing materials called Jasa Marga Update.Jasa Marga Update
D.8.3Downloadable annual reportJasa Marga’s website has published Jasa Marga’s Annual Reports from 2007 until 2016 to be downloaded by the stakeholders.Annual Report
D.8.4Notice of AGM and/or EGMJasa Marga's website has published the announcement of Annual GMS and Extraordinary GMSAGMS/EGMS
D.8.5Minutes of AGM and/or EGMJasa Marga’s website has published summary of minutes of Annual GMS and Extraordinary GMSAGMS/EGMS
D.8.6Company’s constitution (company’s by-laws, memorandum and articles of associations)Jasa Marga’s website has published Articles of Association of Jasa MargaArticle of Association 2017
D.9.1Does the company disclose the contact details of the officer responsible for investor relations Annual Report of Jasa Marga have published the contact details of the officer responsible for investor relations Annual Report Page 397
No.RefQuestionImplementationSource Information
E.1.1Does the company disclose its corporate governance policy/ board charter?Jasa Marga's ’s website has published some policies related to corporate governanceAnnual Report Page 397
E.1.2Are the types of decisions requiring board of Directors/ Commissioners approval disclosed?Article 12 section 7 Article of Association 2017Annual Report Page 397
E.1.3Are the code of Conduct and responsibilities of the board of Directors/ Commissioners clearly sated?1. Duties, Responsibilities, and Authorities of the Board of Commissioners (Annual Report Page 275-288) 2. Duties, Responsibilities, and Authorities of the Directors (Annual Report Page 304-310)Annual Report Page 397
E.1.4Does the company have a vision and mission statement?Annual reports of Jasa Marga have disclosed information concerning: 1. Vision for the year 2017 To Become Indonesia’s Top Leading Company in Toll Road Development and Operations 2. Vision for the year 2022 To become one of the Leading Companies in Indonesia Annual Report Page 397
E.1.5Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually?Annual Report Page 307 section Obligations of Directors point 2 Task related to strategies and work plans point A has stated the directors have tasks to formulating, establishing and assessing vision, mission, strategies of company, at least within 5 years. However, the vision mission, strategies are also reviewed every year on the end of the year.Annual Report Page 397
E.1.6Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy?Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually?Annual Report Page 397
E.2.1Are the details of the code of ethics or conduct disclosed?Annual Report of Jasa Marga have disclosed the code of conductAnnual Report Page 397
E.2.10Is the chairman of the nominating Committee an independent director/commissioner?Annual Report Page 47Annual Report Page 397
E.2.11Does the Annual Report contain a statement confirming the company’s full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue?Annual Report Page 92-93Annual Report Page 397
E.2.11Does the company disclose the terms of reference/ governance structure/ charter of the nominating Committee?Annual Report Page 336-344Annual Report Page 397
E.2.12Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year?Annual Reports of Jasa Marga has disclosed the level of attendance by members of Nominating Committee in each meeting heldAnnual Report Page 397
E.2.13Does the company have a remuneration Committee?Jasa Marga has established its Nomination, Remuneration and Risk Committee (KNRR) since 20 April 2015 based on the Board of Commissioners Decision No. KEP-063/IV/2015Annual Report Page 397
E.2.14Is the remunerating Committee comprised a majority of independent directors/ commissioner?Annual Report Page 336-344Annual Report Page 397
E.2.15Is the chairman of the remuneration Committee an independent director/ commissioner?The chairman of Jasa Marga's Nomination, Remuneration and Risk Committee is Mr Refly Harun whose also act as the Independent Commisioner of Jasa MargaAnnual Report Page 397
E.2.16Does the company disclose the terms of reference/ governance structure/ charter of the remuneration Committee? Annual Report Page 397
E.2.17Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year?The agenda meeting of nomination and remuneration committee is not provided, so all the meetings counted to be nomination or remuneration meetingAnnual Report Page 397
E.2.18Does the company have an audit Committee?Jasa Marga has explained about its Audit Commitee on Jasa Marga's Annual Report Annual Report Page 397
E.2.19Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? Annual Report Page 397
E.2.2Are all directors/commissioners, senior management and employees required to comply with the code/s?Annual Report of Jasa Marga have disclosed the code of conductAnnual Report Page 397
E.2.20Is the chairman of the audit Committee an independent director/ commissioner?The President of Jasa Marga's Audit Committee is Mr Sigit Widyawan whose also act as the Independent Commisioner of Jasa MargaAnnual Report Page 397
E.2.21Does the company disclose the terms of reference/ governance structure/ charter of the audit Committee?Annual Reports of Jasa Marga has disclosed the Audit Committee: 1. Legal Basis on the Establishment of Audit Committee 2. Qualifiation on Education and Work Experience 3. Duties and Responsibilities of the Audit Committee 4. Independence of Audit CommitteeAnnual Report Page 397
E.2.22Does at least one of the independent directors/ commissioner of the Committee have accounting expertise (accounting qualification or experience)?Annual Reports of Jasa Marga has disclosed the information on profile of members of Audit Committee who, one of the members of Audit Committee has expertise in accounting.Annual Report Page 397
E.2.23Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year?Annual Reports of Jasa Marga has disclosed the level of attendance by members of Nominating Committee in each meeting held Annual Report Page 397
E.2.24Does the Audit Committee have primary responsibility for recommendation on nomination, and removal of the External Auditor?Annual Reports of Jasa Marga has disclosed the tasks and responsibilities of Audit Committee Annual Report Page 397
E.2.3Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct?Annual Report of Jasa Marga have disclosed the code of conductAnnual Report Page 397
E.2.4Do independent directors/ commissioners make up at least 50% of the board of directors/ commissionerin the annual report pg.303 we know that BOD in JSMR consist of 6 members, and one of them is independent. So the percentage of independent BOD is 16.6%. In the annual report pg 324 we know that BOC in JSMR consist of 6 members, two of them are independent. So the percentage is 25%. (both of BOD and BOC are less than 50%)Annual Report Page 397
E.2.5Does the company have a term limit of nine years or less or 2 terms of five years1 each for its independent directors/ commissioners? Annual Report Page 397
E.2.6Has the company set a limit of five board seats that an individual independent/ non- executive director/ commissioner may hold simultaneously? Annual Report Page 397
E.2.7Does the Company have any executive directors who serve on more than two boards of listed companies outside of the group?Annual Reports of Jasa Marga have disclosed information that the Board of Directors have no double positions.Annual Report Page 397
E.2.8Does the company have a nominating Committee?Annual Report Page 47Annual Report Page 397
E.3.1Is the board of directors meetings scheduled before the start of financial year?The BOC and BOD meetings for the next year have scheduled before the end of fiscal year.(Company Info-CGC-Governance Documents-BOC/BOD Meeting Schedule 2017)Annual Report Page 397
E.3.10Did the company describe the process followed in appointing new directors/commissioners? Annual Report Page 397
E.3.11Are all the directors/ commissioners subject to re-election at least once every three years? Annual Report Page 397
E.3.12Does the company disclose its remuneration (fees, allowances, benefits-in-kind and other emoluments) policy (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO?Annual report of Jasa Marga have disclosed information concerning remuneration policy for Board of Commissioners and Board of DirectorsAnnual Report Page 397
E.3.13Is there disclosure of the fee structure for non-executive director/ commissioner?Jasa Marga has disclosed remuneration for Board of Directors dan Board of Commissioners through Page 298 and 321Annual Report Page 397
E.3.14Do the shareholders or the board of directors approve the remuneration of executive directors and/or the senior executive?Board of Directors and honorarium for members of Board of Commissioners shall be made based on agreement by the shareholders in GMSAnnual Report Page 397
E.3.15Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonusesCompany has size to adjust performance based remuneration Annual Report of Jasa Marga FY 2016 - Remuneration and Facilities Structure for Board of Directors (page 297) Annual Report of Jasa Marga FY 2016 - Remuneration and Facilities Structure for Board of Commissioners (page 320)Annual Report Page 397
E.3.16Does the company have a separate internal audit function?Jasa Marga has its own internal audit unit lead by Ir. Laviana Sri Hardini (Senior Auditor of Jasa Marga) Annual reports of Jasa Marga have disclosed information concerning internal audit Annual Report Page 397
E.3.17Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?Jasa Marga has its own internal audit unit lead by Ir. Laviana Sri Hardini (Senior Auditor of Jasa Marga) Annual reports of Jasa Marga have disclosed information concerning internal audit Annual Report Page 397
E.3.18Does the appointment and removal of the internal auditor require the approval of the Audit Committee?Appointment and removal of the internal auditor of Jasa Marga are require the approval of the Audit Committee and comply to the Financial Service Authority Regulation 55 /POJK.04/2015. Annual Report Page 397
E.3.19Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework?Annual Reports of Jasa Marga have disclosed internal control procedures/risk management systems of Jasa MargaAnnual Report Page 397
E.3.2Does the board of directors/ commissioner met at least six times per year?Annual Reports of Jasa Marga has disclosed information that during 2016 meeting of Board of Directors have been held for 50 (fifty) times, meetings of Board of Commissioners have been held for 29 (twenty nine) times.Annual Report Page 397
E.3.20Does the annual report disclose that the board directors/ commissioners have conducted a review of the company’s material controls (including operational, financial and compliance controls) and risk management system?Annual reports of Jasa Marga have disclosed information concerning Work Program, Meeting, Frequency, and Board of Commissioners’ Means of Giving Advice to the Directors Annual Report Page 397
E.3.21Does the company disclose how key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)?Annual reports of Jasa Marga have disclosed information risk managementAnnual Report Page 397
E.3.22Does the annual report contain a statement from the board of directors/ commissioner or Audit Committee commenting on the adequacy of the company’s internal controls/ risk management system?Annual reports of Jasa Marga have disclosed information risk managementAnnual Report Page 397
E.3.3Has each of the directors/ commissioners attended at least 75% of all the board meetings held during the year?Annual Report of Jasa Marga has published that throughout 2016, in total there have been 29 meetings, with Board of Commissioners attendance rate in average above 75% and Directors meetings attendance rate in average above 95.61%Annual Report Page 397
E.3.4Does the company require a minimum quorum of at least 2/3 for board decisions?Article 13 section 13 of the Articles of Association stated that: The Board of Directors Meeting is valid and entitled to take valid and binding resolution if more than 1/2 (one half) of the total Board of Directors members are present or officially represented in such MeetingAnnual Report Page 397
E.3.5Did the non-executive directors/ commissioners of the company meet separately at least once during the year without any executives present? Annual Report Page 397
E.3.6Are board papers for board of directors/ commissioner meetings provided to the board at least five business days in advance of the board meeting?Page 35 and Page 63 of Jasa Marga's Board Manual stipulates that The materials of the meeting should be presented to the participants in the latest 5 (five) days before the meeting is held.Annual Report Page 397
E.3.7Does the company secretary play a significant role in supporting the board in discharging its responsibilities?Annual reports of Jasa Marga have disclosed information concerning the task of Corporate SecretaryAnnual Report Page 397
E.3.8Is the company secretary trained in legal, accountancy or company secretarial practices?Annual Report of Jasa Marga has disclosed information concerning Training and Competence Development for Corporate Secretary in 2016. Corporate Secretary of Jasa Marga is currently a member of Indonesia Corporate Secretary Association (I CSA) and actively attends the Socialization and/or training that held by The Indonesia Stock Exchange, the Financial Service Authority and ICSA.Annual Report Page 397
E.3.9Does the company disclose the criteria used in selecting new directors/ commissioner?Article 11 section 3 and 4 and Article 14 section 3 and 4 of Article of Association have disclosed information concerning criteria and procedures for selection of members of Board of Commissioners and Board of Directors as well as replacement of Board of Directors.Annual Report Page 397
E.4.1Do different persons assume the code of Conduct of chairman and CEO?Jasa Marga’s website disclosed summary of minutes of Jasa Marga's AGMS and minutes of AGMS that among others contained results of decision at the 10th (tenth) agenda of AGMS on 15 March 2017 Annual Report Page 397
E.4.2Is the chairman an independent director/ commissioner?Jasa Marga’s website disclosed summary of minutes of Jasa Marga's AGMS and minutes of AGMS that among others contained results of decision at the 10th (tenth) agenda of AGMS on 15 March 2017 was Mr Refly Harun is acting as President of Commisioner and also as the Independent Commisioner Annual Report Page 397
E.4.3Is any of the directors a former CEO of the company in the past 2 years? Annual Report Page 397
E.4.4Are the role and responsibilities of the chairman disclosed?Jasa Marga's Annual Report has disclosed the Commisoner Duties, Responsibilities, and Authorities of the DirectorsAnnual Report Page 397
E.4.5If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? Annual Report Page 397
E.4.6Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in?Annual Report of Jasa Marga has disclosed Requirements and Diversity of the Composition of the DirectorsAnnual Report Page 397
E.5.1Does the company have orientation programs for new director/ commissioner?Website of Jasa Marga has published Board Manual that containts information regarding Orientation Program called Ïntroduction Program to New Director/Commisioner Annual Report Page 397
E.5.2Does the company have a policy that encourages directors/ commissioner to attend on-going or continues professional education programmes? In Annual Report pg. 315 the company disclosed the training and competency development programs which BOD member has participated. Jasa Marga also has the professional education programmes which called “Capability Enhancement Program” in Board Manual Page 31.Annual Report Page 397
E.5.3Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management?BOC conduct the annual performance assessment for the BOD including assessment of President Director in Annual Report 2016 Page 319-Achievement of Key Performance Indicators of the Directors 2016Annual Report Page 397
E.5.4Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?BOC conduct the annual performance assessment for the BOD including assessment of President Director in Annual Report 2016 Page 319-Achievement of Key Performance Indicators of the Directors 2016Annual Report Page 397
E.5.5Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? Annual Report Page 397
E.5.6Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment?The performance assessment of BOD In 2016 refers to 5 (five) criteria which are Finance and Market, Focus to Costumers, Effectivenes of Products and Processes, Focus to Employess, and Leadership, Governance and COmmnunity Responsibility the performance of the BOD was consisted of 5 (five) perspectives and get a score of 105.3.Annual Report Page 397
E.5.7Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment?Jasa Marga conducts an annual performance assessment of the board committees and disclose the criteria and process followed for the assessmentAnnual Report Page 397