Report of the Board of Commissioners

Throughout 2024, Board of Commissioners carried out its role as a supervisory board to ensure that every strategic step taken by the Company aligns with the principles of Good Corporate Governance (GCG) and the longterm vision of PT Waskita Karya (Persero) Tbk. Board of Commissioners also continuously ensures that the Company’s policies and strategies are fully implemented to support sustainable growth. With an objective and riskbased supervisory approach and the implementation of Good Corporate Governance, Board of Commissioners is committed to driving the Company towards optimal, adaptive, and innovative performance amid an everevolving business environment.

In the midst of increasing uncertainty in global financial markets, Indonesia’s economy continued to demonstrate resilience. According to the Central Bureau of Statistics (BPS), national economic growth reached 5.03% (c-to-c) in 2024, slightly lower than the 5.05% (c-to-c) recorded the previous year. Growth was observed across various business sectors, with Other Services recording the highest increase at 9.80%, followed by Transportation and Warehousing sector at 8.69%, and Accommodation and Food & Beverage services at 8.56%. Manufacturing Industry, a key sector in the economy, grew by 4.43%, while Wholesale and Retail Trade, Motor Vehicle and Motorcycle Repair increased by 4.86%. Meanwhile, Agriculture, Forestry, and Fisheries sector recorded the lowest growth at 0.67%.

In facing the increasingly complex global challenges, the Company must adapt to ever-evolving dynamics. The slowdown in global economy and uncertainty in financial markets have the potential to affect various operational and financial aspects of the Company. However, amidst these conditions, high domestic demand for infrastructure remains the key catalyst for Waskita’s growth. The government continues to accelerate national infrastructure development through various strategic programs, including the construction of toll roads, bridges, and other public facilities. This not only creates opportunities for Waskita to expand its project portfolio but also strengthens its role as a key partner in national development.

This evaluation is carried out in accordance with the guidelines set forth in the Minister of SOEs Regulation No. PER-2/MBU/03/2023, which serves as a reference for shareholders in assessing the Board of Directors performance. The evaluation considers the achievement of KPIs set by Board of Directors as an indicator of success in carrying out the Company’s business and operational strategies. The results of this evaluation are then ratified in the General Meeting of Shareholders (GMS) as a form of accountability and transparency to stakeholders.

Furthermore, the performance evaluation of the Board of Directors is based on five key perspectives reflecting the Company’s commitment to creating long-term value, encompassing economic aspects, innovation, and human capital development. From the assessment results, a KPI score of 99,2%.

In carrying out its supervisory function over strategy formulation, Board of Commissioners actively evaluates the business plans prepared by the Board of Directors, including growth strategies, financial policies, and operational initiatives designed to enhance the Company’s competitiveness and performance. Board of Commissioners ensures that each strategy considers external and internal factors, including macroeconomic conditions, industry trends, and potential risks that may affect Waskita’s business sustainability.

Beyond ensuring proper strategy formulation, Board of Commissioners also oversees the implementation of the policies. Through periodic meetings with the Board of Directors, committees under Board of Commissioners, and transparent performance reports, Board of Commissioners evaluates the effectiveness of strategy execution. If any obstacles or challenges arise during policy implementation, Board of Commissioners provides strategic direction and recommendations for improvement to ensure that established objectives are optimally achieved.

As an entity with a strategic role in the construction and infrastructure sector, Waskita is expected to make a significant contribution to economic growth and public welfare. Therefore, Board of Commissioners ensures that the Board of Directors remains focused on maintaining business sustainability, particularly following the signing of a restructuring agreement with 21 banking creditors, with an outstanding value of Rp26.37 trillion, as part of the Master Restructuring Agreement (MRA).

Board of Commissioners provides advice through a number of mechanisms, including:

1. Joint Meetings of Board of Commissioners and Board of Directors
   Board of Commissioners regularly holds joint meetings with the Board of Directors to discuss various strategic aspects, including financial performance, operations, risk management, and business development. In this forum, Board of Commissioners provides guidance and evaluates the strategies that have been or will be implemented by the Board of Directors.
2. Thematic Meetings with Relevant Directors
   Board of Commissioners periodically holds thematic meetings with relevant Directors to focus on specific issues within their areas of responsibility. This ensures that supervision by Board of Commissioners is comprehensive and targeted.
3. Committees Under Board of Commissioners
   Board of Commissioners utilizes its committees, such as Audit Committee, Integrated Risk Monitoring and Governance Committee, and Nomination and Remuneration Committee, to conduct in-depth reviews of policies and the Board of Directors’ performance. The findings from these committees serve as the basis for providing strategic advice to the Board of Directors.

The joint meetings of Board of Commissioners and Board of Directors have been held 20 times, exceeding the target set in the Board of Commissioners’ Work Plan and Budget (RKA). This demonstrates a strong commitment to effective communication and strategic oversight. The higher-than-planned meeting frequency reflects the dynamic nature of the construction and infrastructure industry. With more intensive discussions and coordination, the Company can respond more swiftly to changes in the business environment and make well-informed strategic decisions.

In each meeting, the Board of Commissioners and Board of Directors discussed various important agendas related to the management of the Company to ensure that business strategies, operational policies, and corporate governance aspects are in accordance with the principles of Good Corporate Governance. Discussion in the meetings included evaluation of financial and operational performance. The Board of Commissioners and Board of Directors discussed various important agendas related to the management of the Company, including the Progress of 8 (eight) Financial Recovery Streams: Presentation of Waskita’s RJPP 2025-2029: Planning, Realization, Strategy for Achieving and Mitigating NKB and Business Revenue; and the Company’s Efforts to obtain RUPO Approval.

Board of Commissioners sees that the Company has huge opportunities to regain its position as one of Indonesia’s leading construction firms through business strategy optimization and financial structure strengthening. To restore the Company’s performance to optimal levels, Board urges the Board of Directors to focus on improving receivable and payable management and optimizing cash conversion cycles. Additionally, contract reviews and clustering based on profitability levels should be conducted. For loss-making contracts, options such as termination, renegotiation, or restructuring should be considered.

Board of Commmissioners also emphasizes that technological innovation in construction operations importance will become a crucial factor to enhance productivity and reduce project costs. Therefore, investments in digitalization and business transformation should continue to be strengthened, to enable the Company to adapt to industry trends and improve operational efficiency. With the right strategies, strong governance, and full stakeholder support from all stakeholders, Board of Commissioners is confident that Waskita can overcome the existing challenges and return to its optimal performance.

As part of its supervisory duty, Board of Commissioners periodically evaluates the implementation of Good Corporate Governance to ensure that policies, strategic decisions, and operational execution align with prevailing governance standards. Board of Commissioners also gives strategic guidance to promote a culture of compliance and transparency, emphasizing fairness, responsibility, independence, and equity principles in all aspects of the Company’s management.

Additionally, the Company continues to enhance oversight effectiveness through internal and external audits as well as comprehensive risk management to mitigate challenges. Board of Commissioners also supports digitalization and innovation initiatives that contribute to better governance, efficiency, and transparency in the Company’s operations.

Waskita is expanding the utilization of technology to enhance operational transparency, effectiveness, and accountability. The implementation of technology-driven management systems such as SAP (Systems, Applications, and Products in Data Processing), ERP (Enterprise Resource Planning), and BIM (Building Information Modeling) is part of the digitalization strategy that enables more integrated and well-documented business processes. With increasingly strong digitalization, Waskita strives to create a more efficient work system, increase the accuracy of data-based decision making, and minimize operational risks.

Each committee, namely Audit Committee, Integrated Risk Monitoring and Governance Committee, and Nomination and Remuneration Committee, is assessed on its performance in supporting the achievement of the Company’s strategic objectives. Board of Commissioners appreciates the performance of all committees, in which each committee is considered to have carried out its duties optimally in accordance with applicable regulations, and has played an active role in strengthening the Company’s supervisory function and internal control system.

In 2024, Board of Commissioners conducted a performance evaluation of each committee. Details regarding the evaluation are as follows:

1. Audit Committee
   Based on comprehensive assessment of Board of Commissioners, the Audit Committee has provided substantial recommendations regarding the review of financial statements, the effectiveness of internal control system, and comprehensive evaluation of audit results carried out by independent auditors, as well as ensuring that the entire process is executed in accordance with applicable standards and with high integrity. The Audit Committee consistently and efficiently carries out its supervisory function and responsibilities in accordance with the work plan prepared for 2024, with a focus on improving the quality of corporate governance. In addition, the Audit Committee has also succeeded in fulfilling the provisions related to attendance and participation in meetings held, in accordance with applicable regulatory guidelines. This success reflects the Audit Committee’s full commitment to supporting transparency, accountability, and sustainable risk management, in order to ensure compliance with high governance standards and encourage the sustainability of the Company’s performance.
2. Integrated Risk Monitoring and Governance Committee
   In 2024, the Integrated Risk and Governance Monitoring Committee has carried out effective supervision of the implementation of risk management throughout the Company, and ensured that efforts to improve risk management are executed comprehensively and sustainably. This implementation reflects that the Integrated Risk and Governance Monitoring Committee has successfully completed all duties and responsibilities that have been set out in the 2024 work plan, in accordance with the principles of good governance and applicable operational standards. Board of Commissioners also positively observed the fulfilment of the number of attendance and the level of participation of the Committee in meetings held, all of which were in accordance with the provisions and regulations applicable in the Company.
3. Nomination and Remuneration Committee
   The Nomination and Remuneration Committee has demonstrated significant performance in carrying out its strategic mandate, ensuring optimization in the supervision of talent management and succession management within the Company. The success of the Nomination and Remuneration Committee is reflected in the implementation of tasks prepared according to the 2024 work plan, where each task is carried out with high integrity and in accordance with the principles of corporate governance. The latest assessment shows that the Nomination and Remuneration Committee not only meets, but also exceeds the required attendance standards and number of meetings, demonstrating a full commitment to accountability and sustainability of its role in developing competitive HC capabilities.

Looking ahead, Board of Commissioners is optimistic that with the right strategies, strengthened governance, and continuous innovation, Waskita will be able to optimize its performance and regain its leading position in the industry. We believe that every challenge can be turned into an opportunity, and with a spirit of change and continuous improvement, the Company will become even stronger in supporting national infrastructure development and contributing to Indonesia’s economic progress.