| No.Ref | Question | Implementation | Source Information |
| E.1.1 | Does the company disclose its corporate governance policy/ board charter? | Jasa Marga's ’s website has published some policies related to corporate governance | Annual Report Page 397 |
| E.1.2 | Are the types of decisions requiring board of Directors/ Commissioners approval disclosed? | Article 12 section 7 Article of Association 2017 | Annual Report Page 397 |
| E.1.3 | Are 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.1.4 | Does 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.1.5 | 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 305 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.1.6 | Does the board of directors have a process to review, monitor and
oversee the implementation of the corporate strategy? | | Annual Report Page 397 |
| E.2.1 | Are the details of the code of ethics or conduct disclosed? | Annual Report of Jasa Marga have disclosed the code of conduct | Annual Report Page 397 |
| E.2.10 | Is the chairman of the nominating Committee an independent director/commissioner? | The Chairman of the Nominating Committee is the Independent commissioner | Annual Report Page 397 |
| E.2.11 | Does 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 Jasa Marga has diclose the table that consist the explaination of the compliance with the code of corporate governance | Annual Report Page 397 |
| E.2.11 | Does the company disclose the terms of reference/ governance structure/ charter of the nominating Committee? | Annual Report Jasa Marga has diclose structure of the nominating Committee | Annual Report Page 397 |
| E.2.12 | Is 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 held | Annual Report Page 397 |
| E.2.13 | Does 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/2015 | Annual Report Page 397 |
| E.2.14 | Is the remunerating Committee comprised a majority of independent directors/ commissioner? | Annual Report Jasa Marga has diclose structure of the nominating Committee | Annual Report Page 397 |
| E.2.15 | Is 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 Marga | Annual Report Page 397 |
| E.2.16 | Does the company disclose the terms of reference/ governance structure/ charter of the remuneration Committee? | Annual Report Jasa Marga has diclose structure of the nominating Committee | Annual Report Page 397 |
| E.2.17 | Is 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 meeting | Annual Report Page 397 |
| E.2.18 | Does 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.2.19 | Is the Audit Committee comprised entirely of non-executive
directors/commissioners with a majority of independent
directors/commissioners? | Audit Committee consisted of commissioners and the Chairman is the Independent commissioners | Annual Report Page 397 |
| E.2.2 | Are all directors/commissioners, senior management and
employees required to comply with the code/s? | All directors/commissioners, senior management and employees required to comply with the Code of Conduct which uploaded in the website and explained in Annual Report | Annual Report Page 397 |
| E.2.20 | Is the chairman of the audit Committee an independent director/ commissioner? | The Chairman of Audit Committee is Mr Sigit Widyawan whose also act as the Independent Commisioner of Jasa Marga | Annual Report Page 397 |
| E.2.21 | Does the company disclose the terms of reference/ governance structure/ charter of the audit Committee? | Annual Report Jasa Marga has diclose structure of the Audit Committee | Annual Report Page 397 |
| E.2.22 | Does 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.2.23 | Is 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.2.24 | Does 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.2.3 | Does 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 conduct | Annual Report Page 397 |
| E.2.4 | Do independent directors/ commissioners make up at least 50% of the board of directors/ commissioner | in 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.2.5 | Does 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.2.6 | Has 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.2.7 | Does 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.2.8 | Does the company have a nominating Committee? | Annual Report Page 47 | Annual Report Page 397 |
| E.3.1 | Is 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.3.10 | Did the company describe the process followed in appointing new
directors/commissioners? | | Annual Report Page 397 |
| E.3.11 | Are all the directors/ commissioners subject to re-election at least once every three years? | | Annual Report Page 397 |
| E.3.12 | Does 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 Directors | Annual Report Page 397 |
| E.3.13 | Is 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 321 | Annual Report Page 397 |
| E.3.14 | Do 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 GMS | Annual Report Page 397 |
| E.3.15 | Does 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 bonuses | Company 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.3.16 | Does 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.3.17 | Is 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.3.18 | Does 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.3.19 | Does 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 Marga | Annual Report Page 397 |
| E.3.2 | Does 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.3.20 | Does 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.3.21 | Does 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 management | Annual Report Page 397 |
| E.3.22 | Does 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 management | Annual Report Page 397 |
| E.3.3 | Has 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.3.4 | Does 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 Meeting | Annual Report Page 397 |
| E.3.5 | Did 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.3.6 | Are 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.3.7 | Does 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 Secretary | Annual Report Page 397 |
| E.3.8 | Is 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.3.9 | Does 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.4.1 | Do 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.4.2 | Is 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.4.3 | Is any of the directors a former CEO of the company in the past 2 years? | | Annual Report Page 397 |
| E.4.4 | Are the role and responsibilities of the chairman disclosed? | Jasa Marga's Annual Report has disclosed the Commisoner Duties, Responsibilities, and Authorities of the Directors | Annual Report Page 397 |
| E.4.5 | If 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.4.6 | Does 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 Directors | Annual Report Page 397 |
| E.5.1 | Does 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.5.2 | Does 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.5.3 | Does 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 2016 | Annual Report Page 397 |
| E.5.4 | Does 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 2016 | Annual Report Page 397 |
| E.5.5 | Did 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.5.6 | Did 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.5.7 | Did 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 assessment | Annual Report Page 397 |
