Report of the Directors

Through the implementation of adaptive policies against a number of existing obstacles, Waskita managed to continue business growth in line with fundamental developments which are expected to support the Company’s overall efforts to maintain positive contributions to the country and all stakeholders. In addition, the Company has also carried out a number of necessary efforts to maintain Waskita’s important position within the scope of the national industry, with reliable and comprehensive risk management.

Through this opportunity, on behalf of the Board of Directors, we would like to present the Company’s performance for the 2021 fiscal year, which is a form of our responsibility to the Shareholders and all stakeholders. Moreover, the preparation of this report is also part of the fulfillment of the aspect of information disclosure carried out by the Company, in accordance with the principles of good corporate governance and applicable regulations/laws.

The value of global economic growth, referring to the same data, is estimated to occur at an accumulative rate of 5.5%, which is the strongest post-recession recovery rate in the last 80 years. Developed economic countries are estimated to grow by 5.0%, with countries such as European countries and the United States each estimated to grow by 5.2% to 5.6%. Although the improvement in developing countries is not fundamentally stronger than the developed country group, China as part of the developing country economic group is estimated to be able to record a growth rate of up to 8.0%, which in general presents a positive sentiment for the economies of Asian countries, particularly in the second half of 2021. Other developing economic group countries, such as countries in South Asia and Latin America have accumulated high growth rates with each estimated to reach 7.0% to 6.7%.

Amid this situation, world trade volume is estimated to improve in line with the recovery in global commodity prices, both oil and gas and non-oil and gas commodities. The world trade volume for 2021 is estimated to be able to reach 9.5%, which is a significantly higher achievement than that of the previous year, which was recorded at minus 8.2%. In line with this, the global commodity prices in the oil and gas sector are estimated to be realized at 67.2%, with a high spike in the second half of 2021, while non-oil and gas commodities are estimated to be realized at 31.9%, with a relatively stable price throughout the year.

Indonesia as part of a group of developing countries is known to experience growth although it is limited. Referring to World Bank data, Indonesia is estimated to be able to realize economic growth at 3.7%, or below the accumulative value of the developing country group which is estimated to reach 6.3% in 2021. Furthermore, there are indicators that show the growth situation with these limitations, including the level of investment in Indonesia. Referring to data from the Statistics Indonesia (BPS) released in January 2022, the level of investment in the third quarter of 2021 reached 4,825 projects worth Rp10,339.8 billion, increased in total compared to the same period in the previous year which reached 1,973 projects, although the project value actually decreased with the total project value in the previous year reaching Rp22,995.9 billion.

Industry Sector Overview in 2021

In the midst of the ongoing Covid-19 pandemic which still presents uncertainty and a number of risks for the industry, Indonesia’s infrastructure sector for 2021 still provides a number of opportunities. This is reflected in the infrastructure budget in the 2021 APBN, which is the highest figure in the last 6 (six) years, with a budget value of Rp417.4 trillion. The budget policy is a continuation of the infrastructure development policy after the previous year’s recorded decline by 28.7%, with a focus on strengthening digital infrastructure and encouraging the realization of logistics efficiency and inter-regional connectivity in Indonesia. Furthermore, the amount of the budget is directed at the form of labor-intensive infrastructure with support for industrial and tourism areas, along with the completion of a number of priority activities that have been delayed as a result of the Covid-19 pandemic.

In line with this, referring to the 2021 State Budget Information released by the Ministry of Finance of the Republic of Indonesia, there are a number of achievement plans in the infrastructure sector which can be seen in detail as follows:

Furthermore, in general the construction industry sector for 2021 recorded a recovery situation which can be seen through a number of indicators. Referring to the BPS document released in December 2021, there is a growth in the number of construction companies in Indonesia reaching 27.68% in 2021 compared to the previous year, with the number in the entire province reaching 203,403 companies. Then, referring to the same data, the Gross Domestic Product (GDP) of the construction sector in the third quarter of 2021 recorded a year-on-year (yoy) growth of 5.13% after previously reaching 4.42%. in the second quarter compared to the same period in the previous year.

In the middle of the recovery situation, the national infrastructure as of 2021 is known to show the realization of maintained development. This can be seen, among others, through the realization of the operating toll road length as of 2021 which is 2,378 km, or increased by 278 km compared to the previous realization per year which was 2,100 km, as shown by data from the Ministry of Public Works and Public Housing (Kementerian PUPR). This realization brings the number of operating toll roads per year in 2021 to 61 sections, with the total number of toll roads under construction being 30 sections or equal to 1,908.54 km. In addition to toll road infrastructure, there are also additions to other infrastructure such as dams, which increased by 4 dams to 205 existing dams by 2021.

Waskita continuously carries out a number of efforts to maintain its important position in the country’s construction industry, including through a financial restructuring program and business transformation in response to a number of limitations and challenges in 2021. Amid a number of risks and tight industrial conditions, the Company is still able to record the number of new contracts in a maintained manner, in line with the opening of opportunities for construction projects in a number of areas, both nationally and internationally.

Strategy, Strategic Policy, and the Implementation

The achievement of the Company’s vision and mission basically refers to Waskita Karya’s Grand Strategy which was prepared according to the 2021 Company Work Plan and Budget (RKAP) and the Company’s Long Term Plan (RJPP) for 2020-2024, with a focus on aspects of sustainable business growth. Waskita Karya Grand Strategy in more detail can be seen through the following presentation:

1. Income Diversification
   Balancing investment portfolios as well as penetrating external markets and managing recurring income.
2. Cost Efficiency
   Cost efficiency was carried out in all Waskita segments while maintaining operating profit margins through improvements in receivable management as well as quality and K3LM improvements.
3. Fund Management
   Fund management is carried out with structured, accurate, and controlled planning and implementation while still meeting the financial covenants required by the banking system, maintaining the cost of funds and maintaining a positive operating cash flow.
4. Internal Capacity Improvement
   Waskita achieves sustainable business growth with the support of increasing the Company’s internal capacity, including capacity building for cash flow management, portfolio management, risk management, production standardization, SAP system optimization and integration, as well as HR development. The increase in internal capacity is in accordance with the assessment of the Excellent Performance Assessment Criteria (KPKU) from the Ministry of SOEs, with the goal of reaching the industry leader level.
5. Risk Management
   Waskita’s rapid growth needs to be supported by measurable and effective risk management through the Enterprise Risk Management Framework (ERM) as the basis for decisionmaking by the Board of Directors in order to increase effectiveness and efficiency in achieving company goals. Waskita has set a target to increase ERM capabilities to 5 (leading) in the next few years.

Furthermore, Waskita implements a strategy in 2021 which focuses on improving liquidity through the Company’s 8 stream financial restructuring program. This initiative aims to strengthen the capital structure in the context of financial restructuring and completion of toll road projects. Broadly speaking, the 8 stream financial restructuring program can be described as follows:

1. Core Divestment;
2. Government Guarantee on loans and Bonds and/or Sukuk;
3. Restructuring of Parent Debt;
4. Restructuring of Subsidiary Debt;
5. Completion of Special Toll Roads;
6. State Equity Participation (PMN);
7. Business Restructuring;
8. Implementation of Governance Code & Risk Management.

The priority of implementing the financial restructuring program is expected to be able to effectively provide incentives for liquidity improvement as well as financial portfolio performance so that Waskita can improve competitiveness to continuously achieve sustainable business growth.

Analysis on Comparison between Realization and Target

Financial Performance

In the 2021 fiscal year, the Company managed to record a positive financial performance despite the ongoing recovery from the COVID-19 pandemic on a national scale. The Company’s revenue amounted to Rp12.22 trilion decreased by 24.50% compared to the previous year. In line with this, the Company’s cost of revenue increased by 31.78% compared to the previous year. Based on this acquisition, the Company’s gross profit was recorded at Rp1.90 trillion or increaed by 80.05% compared to the acquisition in the previous year.

In terms of financial position, the Company managed to record an asset value at Rp103.60 trillion or an increase of 2.81% compared to the previous year. Such acquisition was divided into current assets at Rp42.59 trillion, an increase of 48.11% and non-current assets at Rp61.01 trillion, or a decrease of 15.28%. The Company’s liabilities as of December 31, 2021 were recorded at Rp88.14 trillion, a decrease of 1.34% compared to the previous year. Such acquisition was divided into current liabilities at Rp27.30 trillion, a decrease of 43.78% and non-current liabilities at Rp60.84 trillion, an increase of 49.23%. As such, the Company recorded an equity value at Rp15.46 trillion or an increase of 35.26% compared to the previous year.

When compared with the targets set through the 2021 RKAP, the Company’s financial performance for 2021 is in a good situation. The Company’s revenue was realized at 84.72% compared to the target, in line with the realized cost of revenue at 78.66% compared to the determined target. The Company’s gross profit amounted to 145.81% compared to the target in the 2021 RKAP. Then, in the financial position, the value of the Company’s assets as of December 31, 2021 amounted to 96.50%. The Company’s liabilities amounted to 102.17% and equity amounted to 73.30% compared to set targets.

Operational Performance

The Company is one of the leading players in the national construction service industry. Due to this fact, the Company consistently strives to develop its capacity in realizing the vision and mission that has been set. One of these efforts is realized through the acquisition of work contracts that has been successfully booked throughout 2021, through 3 (three) work contract business models as follows:

1. Self-Handled Construction Services Contract
2. Joint Operations (JO)
   The Company conducts joint operations with other parties as one of the strategies to obtain a project. Join operations is a form of cooperation with JO partners whose objective is to obtain optimal synergy related to technical and nontechnical competencies. Types of managed contracts are among others:
   1. Lump Sum Contract
      A lump sum contract is a procurement contract for the completion of all work offered in accordance with agreed terms including drawings, specifications, schedules, and others within a specified period with a determined and fixed amount of prices.
   2. Unit Price Contract
      Unit price contract is a procurement contract for the completion of all work within a certain time limit based on a determined and fixed unit price for each unit of work with certain specifications.
   3. Design and Build Contract
      Design and build contracts are project contracts where the planning and implementation work is assigned to a service provider (planner) appointed by the contractor, not by service users or to a collaborative agency between planners and contractors.
3. Investment
   A work contract business by the Company that is carried out through investment in concrete production/manufacturing, construction and concessions of toll road, property, realty, hotels and non-toll road infrastructure through its subsidiaries, namely PT Waskita Beton Precast Tbk, PT Waskita Toll Road, PT Waskita Karya Realty, and PT Waskita Karya Infrastruktur.

In 2021, the Company has participated in the tender of 110 projects with a total project value of Rp36.29 trillion. Of the total tenders, the Company won 25 tenders by recording a new project value at Rp15.30 trillion. Overall, the Company’s rate of winning project tender for 2021 was 42.17%, or a decrease compared to the previous year at 54.49%. The project tender winning rate based on the total projects is 22.73%, decreased compared to the previous year at 35.24%. The decline in the level of project achievement in 2021 compared to the previous year was caused by the tight competition in tenders due to the reduction in the conventional market because many tenders were shifted/delayed due to the Covid-19 pandemic.

By comparing these acquisitions with the set targets, the operational performance that the Company has successfully recorded for 2021 is in a well-maintained position. The details regarding the comparison of operational performance against the targets in the 2021 RKAP are as follows:

Description	Realization in 2021	Target in 2021 RKAP	Realization against Target (%)
Tender Participated	110	161	68.32%
Value of Tender Participated (Rp trillion)	36.30	40.51	89.61%
Tender Won	25	41	60.98%
Value of Tender Won (Rp trillion)	15.30	10.26	149.12%
Tender Won (%)	42.17	25.3	166.68%

Marketing Performance

The Company implements a comprehensive strengthening on its marketing strategy in order to increase its market share in the national construction industry. For 2021, the Company specifically run a number of marketing programs including:

1. Focus on the success of the targeted project;
2. Provide proposals at competitive prices and maximize tools and supplies from subsidiaries;
3. Collaborate with potential partners for KPBU/investment/ turnkey projects;
4. Make efforts to increase the availability of working capital for new PPP, investment, and turnkey projects through rights issues and issuance of bonds and/or sukuk with Government Guarantee; and
5. Develop mechanisms and SOPs in tender of strategic projects and are targeted as “Breakthrough Programs” to maximize the potential for winning tenders, namely the Bidding Booster Program which is named the Winning Room.

The Company classifies market share based on the segmentation of contract acquisition, consisting of the government, BUMN/ BUMD, private companies both at domestic and overseas, as well as other business developments. The comparison between the realization and the marketing target based on the segmentation division for 2021 is as follows:

Business Segment Performance

Construction Segment

Throughout 2021, the Company has developed its potential in the national construction service industry through the performance of the Construction Segment. The Construction segment run by the Company is divided into 5 (five) divisions, namely Building Division, Infrastructure Division I, Infrastructure Division II, EPC Division, and Overseas Division. The Company has successfully implemented and completed a number of projects in the construction segment in accordance with the work contract agreement, with the following descriptions:

Revenue from Construction Segment in 2021 amounted to Rp10.68 trillion, decreased by 26.44% or equal to Rp3.82 trillion, compared to that of 2020 at Rp14.50 trillion. Gross Profit from the Construction Segment amounted to Rp1.20 trillion , increased by 53.70% or equal to Rp41 billion, compared to that of the previous year at Rp793 billion.

Toll Segment

The Company carries out its business in the Toll Segment through its subsidiary which is engaged in toll road development, namely PT Waskita Toll Road (WTR) which has investments in several toll road sections. Throughout 2021, the Company succeeded in implementing and completing a number of projects in the Toll Segment according to the work contract agreement. The toll road projects are as follows:

Revenue from Toll Segment in 2021 amounted to Rp775.01 billion, increased by 98.41% or equal to Rp384.41 trillion compared to that of the previous year at Rp390.60 billion. Such increase was due to increased toll road project implementation in 2021 compared to that of 2020.

Gross Profit from the Toll Segment in 2021 amounted to Rp399.90 billion, increased by 126.84%, or equal to Rp223.61 billion compared to that of the previous year at Rp176.29 billion.

Precast Segment

The Company owns a precast concrete factory which is managed by a subsidiary, namely PT Waskita Beton Precast Tbk (WSBP) which has listed its shares on the Indonesia Stock Exchange (IDX) on September 20, 2016. Throughout 2021, the Company succeeded in implementing and completing a number of projects in the Precast segment according to the work contract agreement. The projects are as follows:

Revenue from Precast Segment in 2021 amounted to Rp380.95 billion decreased by 50,16%, or equal to Rp383.36 billion, compared to that of the previous year at Rp764.31 billion.

Gross Profit from the Precast Segment amounted to Rp107.97 billion increased by 637.83%, or equal to Rp128.05 billion, compared to that of the previous year at minus Rp20.08 billion.

Property and Hotel Segment

Through the Property and Hotel Segment, the Company manages several hotels such as Teraskita Hotel Jakarta, Teraskita Hotel Makassar, Maison Teraskita Hotel Bandung and The Reiz Suites Medan. As for the property sector, there are Vasaka The Reiz Condo Medan, Vasaka Nines, Vasaka Bali, Soltera and Avasta. The Company implemented and completed a number of projects in the Property and Hotel Segment throughout 2021 as follows:

Revenue from Property and Hotel Segment in 2021 amounted to Rp300.43 billion, decreased by 37.07% or equal to Rp176.98 billion compared to the previous year at Rp477.41 billion.

Gross Profit from the Property and Hotel Segment amounted to Rp136.69 billion, increased by 146.55% or equal to Rp81.25 billion compared o the previous year at Rp55.44 billion.

Other Infrastructure Segments

The Company developed and established a subsidiary, namely PT Waskita Karya Infrastruktur which became the Holding Company for PT Waskita Sangir Energi which is engaged in Minihydro Power Plant (PLTM) with an output capacity of 2x5 Megawatts. As of today, the company has grown and has made a positive contribution to the Company.

The Company did not implement and complete a number of Infrastructure Segment projects in 2021.

Building Lease Segment

The Building Lease segment is one of the non-construction service business segments developed by the Company and is a form of asset optimization by providing additional services through office building rental. The Company managed to optimize the occupancy rate of Teraskita Office Jakarta by 100% from 63.63% in 2020.

Revenue from the Building Lease Segment in 2021 amounted to Rp8.85 increased by 2252.83%, or equal to Rp8.48 billion, compared to that of the previous year at Rp376 million.

1. The prolonged Covid-19 pandemic that caused:
   • Changes in allocation of state expenditure that was prioritized to handle Covid-19.
   • Postponement of tenders and termination/delay in construction work.
   • Decreased receivable collectability from owners.
   • Decreased traffic in toll road due to mobility restrictions.
   • Delay in divestment program due as investors chose to take wait & see action.
2. Increased competition in achievement of New Contract Value, especially in Government projects (conventional projects).
3. Limited new investment, particularly in toll road sector with good business feasibility.
4. Significantly weakened liquidity in 2021 that impacted the Company’s performance and fulfillment of obligations to related parties.
5. Issues related to technology to support optimal performance to compete with similar companies in the same industry.

Strategic steps as a solution to the challenges of weakening liquidity and declining performance:

1. Core Divestment;
2. Government Guarantee on loans and Bonds and/or Sukuk;
3. Restructuring of Parent Debt;
4. Restructuring of Subsidiary Debt;
5. Completion of Special Toll Roads;
6. State Equity Participation (PMN);
7. Business Restructuring;
8. Implementation of Governance Code & Risk Management

In the midst of this situation, the national economic condition is projected to positively maintain its growth towards recovery, as the Government realizes the state expenditure and continues the National Economic Recovery (PEN) program in 2022. Referring to the 2022 State Budget Information released by the Ministry of Finance, expenditures of ministries and institutions will be allocated for supporting the implementation of structural reforms as the foundation for economic recovery as well as supporting acceleration for the completion of strategic infrastructure. In addition, the Government also encourages the acceleration of infrastructure development through State Equity Participation (PMN) to SOEs which are expected to bring an impact on industrial improvement in 2022.

Furthermore, the infrastructure development budget for 2022 is directed to support economic development and basic public services, which are carried out by increasing community and business productivity through the increase of connectivity, mobility, and development of supporting infrastructures. With the development budget being prioritized towards strategic output, it is expected to be able to provide a strong support for the economic recovery, while also improving the flow of goods and services to realize economic efficiency. The 2021 infrastructure budget that aims to increase productivity through connectivity and mobility infrastructures will be specifically directed to include the construction of new roads of 295 km, construction of the Trans-Sumatra toll road (JTTS) and, construction of 9 new airports and new ferry ports.

In general, the Company’s business prospects for 2022 are influenced by Waskita’s participation in a number of strategic projects, including the State Capital (IKN) project in East Kalimantan and the implementation of Indonesia’s G2G cooperation with several countries, along with the continuation of the toll road divestment process and the implementation of business development through subsidiaries. This has been included in Waskita’s medium-term program which is expected to be able to highly encourage growth in operational and financial performance. In addition, a number of other factors are still able to affect the 2022 business prospects, including the PMN funds which will be used to encourage the completion of a number of toll road projects, including the Kayu Agung-Palembang-Betung (112 km), Bekasi-Cawang-KP Melayu (16 km), Ciawi-Sukabumi (54 km), Pasuruan-Probolinggo (44 km), and Krian-Legundi-Manyar (38 km) toll roads.

Considering the aforementioned assumptions, the management is optimistic that the Company’s business prospects for 2022 is in a positive direction. The management has ensured that the Company is in possession of adequate resources to face numerous challenges, including the pandemic which is expected to impact the global economy. The Government’s 2022 infrastructure development budget is a prospective opportunity for the Company, along with the distribution of PMN funds which will be managed optimally by the Company. With sufficient resources, the Company is optimistic to seize these opportunities in encouraging improvements on its performance.

Projections of the Company’s operational and financial performance for 2022 are generally based on a number of assumptions on economic conditions that may affect the Company’s business activities. One of the conditions include the recovery of global and national economic growth in the middle of this ongoing Covid-19 pandemic. The recovery of economic growth is expected to be realized more effectively than the previous year, despite a number of factors that could pose challenges to the recovery. The realization of the economic recovery program by the Government is expected to encourage improvement in the industry’s macro-economic conditions, along with strengthening of infrastructure and resources, especially in the healthcare sector.

For 2022, the Company is estimated to participate in 248 project tenders with a total value of Rp178.67 trillion and a target of winning 55 projects with a total value of Rp25.64 trillion. The projected total value of new contracts in 2022, including those from subsidiaries, is estimated at Rp30.79 trillion. There is a increase in the number of new contract values between the realization in 2021 and the projection in 2022, even though economic conditions are not favorable and are still improving, the Government continues to distribute infrastructure in various regions in realizing Indonesia’s connectivity, so the Company is still confident and achieving the targets we have planned by gearing toward Waskita business segment.

2022 Marketing Projections

The Company’s marketing projections for 2022 are prepared based on a number of factors that could bring a significant impact, especially to the Company’s external factors. These factors include the development of the Covid-19 pandemic impact on the industry, macroeconomic conditions in 2022, the development of the Government’s strategic programs, and developments in global issues, especially those that directly impact the economic development and national infrastructure.

The Company projects that the acquisition of New Contract Value for 2022 will be influenced predominantly by the Connectivity Infrastructure segment by 43%. Based on these projections, the Company intensively seeks to rely on projects originating from Business Development which are the targets and need to strengthen funding in WSKT, with a portion reaching 57% of the target in that segment. In addition to focusing on the Connectivity Infrastructure segment, the Company will also continue to rely on the Building segment with a portion reaching 15% of the total target. Moreover, a number of other segments are expected to make a significant contribution, namely the Overseas segment with a 13% share, the Water Resources Infrastructure segment with a 10% share and the EPC segment with 5% share.

With the opportunity for the construction market to recover in 2022, the Company remains optimistic that it will be able to seize a number of available opportunities in this intense industry competition. The Company’s market share is projected to improve with the domestic government and private sector segmentation still dominating the portion. A number of factors that are expected to bring a positive impact on the Company’s gain in market share include the recovery of the construction market, along with improved industrial and macroeconomic growth in 2022.

The private sector is expected to continue its growth recovery in 2022, which in turn will encourage the sustainability of a number of projects in the sector influenced by the availability of regulatory facilitation and tax relaxation policies from the Government in continuing the implementation of the National Economic Recovery program. In addition, the Company also expects that the improvement resulting from the continuation of the economic recovery on the impact of the pandemic will take a role in encouraging the improvement in market conditions, along with the involvement of the private sector which bring a positive influence on the industry.

Projections on Human Capital Management

The Company prepares the 2021 projections on Human Capital based on calculations of business needs and dynamics in future industry. The HC management projections are ensured to be adaptive to challenges and adapted to both internal and external business needs. The Company is positive that organizational management can be consistently carried out in an effective and sustainable manner to provide added value for all stakeholders.

The Company’s Board of Directors prepares the direction of HC management in accordance with the Human Capital Management Roadmap, in order to maintain long-term sustainable development. In accordance with the prepared Human Capital Management Roadmap, 2022 is part of the 2020-2023 Development phase which specifically focuses on creating values in HC, such as developing employee knowledge, building sustainable corporate culture, developing sustainable leadership programs, and HCM strategic partnership programs for SOEs.

The Company’s employees for 2022 are projected to be 2.022 employees, or an increase of 7% to the realization in 2021. The projection of the number of employees is expected to be realized in line with the total value of new contracts obtained by the Company in 2021. Furthermore, the Company is projecting to realize the costs of training and education for 2022 at Rp17.901 billion, increased by 41% from 2021 RKAP at Rp5.200 billion.

The Company realizes that the Covid-19 pandemic is very likely to continue impacting the situation of the industry or the macroeconomic situation in 2022. However, the Company ensures that the development of HC management infrastructure, including the implementation of training and development activities will continue to be carried out optimally. The Company has developed and implemented digital-based HC training and development activities in response to support the HC management forward.

Through this awareness, Waskita is strongly committed to continuously improve the quality of GCG implementation and continuously updates a number of policies, standards, guidelines, and procedures in accordance with the development of regulations/laws and the best applicable GCG standards, while considering the dynamics of the Company’s business environment and developments. Waskita ensures that the overall implementation of GCG has been carried out by all employees of the Company, followed by the dissemination and internalization through a number of available channels.

GCG Structure and Mechanism

Waskita’s management has periodically reviewed and ensured that the Company has a strong and effective GCG structure and mechanism in 2021. The Company has a complete GCG structure as well as a mechanism in the form of internal rules that strongly support the implementation according to the internal and external dynamics. Waskita’s management ensures that each element in the GCG structure is able to carry out their respective roles, along with the implementation of effective mechanisms to keep the overall management of the Company running in a transparent, accountable, responsible, independent, and fair manner.

The Company ensures that each organ in the GCG structure has carried out its duties and responsibilities in accordance with the 2021 work plan. The Company has held an Annual GMS in addition to holding the Extraordinary GMS, as a forum for Shareholders as well as the highest organ in the GCG structure with the implementation mechanism in accordance with the provisions in The Company’s Articles of Association and applicable laws/ regulations. In addition, the Company also ensures that the Board of Commissioners and the Board of Directors have carried out an effective working relationship, such as through holding meetings, both internal meetings of each organ and joint meetings, as part of the implementation of the supervisory and management roles that is carried out during the 2021 fiscal year.

As of December 31, 2021, Waskita has carried out a number of effective GCG implementation mechanisms in accordance with applicable compliance procedures. These mechanisms effectively function as a soft-structure for the GCG implementation and as rules on the relationship between each organ and sub-organ within the overall structure of GCG. Waskita’s management periodically ensures that the Company has carried out a review on the GCG implementation mechanism which is realized through a number of governance policy set, and ensures that the Company is still in possession of a strong and adequate GCG implementation mechanism according to the needs and the latest dynamics both internally and externally.

Risk Management

Waskita implements COSO-based enterprise risk management infrastructure and processes and ISO 31000:2018 certification standards. In addition, the Company implements the management and development of risk management in accordance with the provisions in the Regulation of the Minister of State-Owned Enterprises concerning Sound Corporate Governance. Based on these standards, the Company develops a risk management process consisting of 4 (four) stages, namely risk identification, risk measurement and assessment, risk management, and reporting and monitoring. Moreover, risk mitigation efforts are carried out based on the results of the mapping of the types of risk exposures encountered, therefore the management can develop a management strategy according to the weight of the risks and the resulting impact on the Company.

The Board of Directors ensures that the Company continues to have complete infrastructure as well as strong and adequate Human Resources to carry out the necessary risk management processes throughout 2021. In the entire process, the Board of Directors determined strategic and operational policies, in line with the implementation of coordination function between Internal Audit and Risk Management Division which ensures the implementation of effective risk management through the implementation of three lines of defense. Each element of the Company has played a role in risk management according to their respective portions and covers the entire process, according to the commitments and work plans that have been set. In order to strengthen this mechanism, the management has equipped its Human Resources with certification and risk management training according to the needs and the Company’s business development in 2021.

In the 2021 fiscal year, the Company’s Risk Management Division has implemented all work plans with a risk management development strategy that focuses on the following aspects:

1. Updating and implementing the Waskita Risk Management (WaRM) Application;
2. Updating of risk management procedures;
3. Fostering risk awareness culture;
4. Formulation of risk management policies; and
5. Updating risk appetite and risk tolerance.

Internal Control System

The Company is aware that the Internal Control System is a vital part of the overall structure and mechanism for implementing GCG principles. Through this awareness, the Company develops and implements a comprehensive Internal Control System, including the existence of control rules, technical prevention and handling of various forms of irregularities or fraud that occur in the Company. The Company’s Internal Control System is a unified process, action, and control activity that is carried out on an ongoing basis, in order to fulfill the aspects of effectiveness and efficiency in the management of the Company. In the end, the Internal Control System that is owned is expected to be able to effectively encourage and ensure the reliability of financial reports, asset security, and compliance with the Company’s management with applicable regulations/laws.

The Internal Control System developed and implemented by the Company has been ensured to be in accordance with internationally accepted control standards, namely The Committee of Sponsoring Organization of the Treadway Commission (COSO) Internal Control Framework. Based on these control standards, the Company pays attention to and implements a number of control mechanisms covering 5 (five) main elements, namely the control environment, risk assessment, control activities, information and communication, and monitoring. More specifically, the Company runs a comprehensive control system covering operational and financial aspects which is carried out in stages including the involvement of a number of organs in the governance structure, including the Board of Commissioners, Board of Directors, Audit Committee, and Internal Audit.

The Board of Directors ensures that the Company has adequate internal control infrastructure in line with its effective implementation throughout 2021. In its implementation, the Board of Directors is supported by the Internal Audit organ which has carried out all work plans and ensures the ongoing evaluation process for each line of internal control. In this regard, all findings or reports related to the results of the 2021 Internal Control System evaluation have been submitted to be followed up by the Company’s management, in order to ensure the quality of internal control in the long term.

Code of Conduct

Waskita understands the importance of the existence and implementation of a code of conduct in all efforts to implement GCG principles. The existence and implementation of an effective code of conduct is believed to be able to support the implementation of the Company’s commitment in realizing a corporate culture in accordance with good moral values, business ethics, and best practices for implementing GCG. Furthermore, the code of conduct is a guideline for all Company personnel in behaving, being ethical, and interacting with fellow employees and all stakeholders. Through this understanding, the Company enforces a corporate code of conduct which is regulated through the Waskita Personnel Code of Conduct No. 85.1/SK/WK/2020 dated September 22, 2020 concerning Waskita Procedures in the Field of Ethics and Behavior.

The scope of the Company’s code of conduct has a comprehensive scope, covering the relations between the Company and the internal environment, including the Board of Commissioners, Board of Directors, and employees, to the external environment, including shareholders, customers, suppliers, subcontractors, service providers, competitors, media masses, state administrators, and society. Furthermore, the Company’s code of conduct contains a number of provisions that regulate a number of aspects, including ethical and behavioral standards, accounting and financial policies, general aspects, ethics and behavior of the Board of Commissioners, ethics and behavior of the Board of Directors, as well as ethics and behavior of the Company’s employees.

The Company periodically conducts a code of conduct internalization covering every level of the organization. This is carried out in order to encourage and maintain the implementation of the code of conduct so that it can always be carried out effectively and comprehensively. The Company believes that the implementation of a code of conduct for all employees at every level of the organization will support the creation of a strong foundation and character for the Company’s work culture, which in turn will become a differentiating factor and added value for the Company among competitors.

The Board of Directors has ensured that the implementation of the Company’s code of conduct has been carried out properly in 2021. Furthermore, it is ensured that the Company still has the complete set of tools to effectively and comprehensively enforce the code of conduct for all employees and management, including the implementation of a sanctioning mechanism that has been mutually agreed upon through the Collective Labor Agreement (PKB) between the Company and the Waskita Labor Union.

Whistleblowing System

Waskita has work tools and a Whistleblowing System (WBS) mechanism with superior completeness, as a form of strong commitment to implementing the Company’s management in accordance with regulations/laws and overall GCG principles. Waskita WBS management is carried out by 3 (three) special organs, namely SVP – Internal Audit, Investigation Committee, and Final Stage Decision Team (TPTA), through the work mechanism regulated in the Decree of the Board of Directors No. 03.6/SK/ WK/2019 concerning Guidelines for the Whistleblowing System (WBS) of PT Waskita Karya (Persero) TBK. In addition, the Company provides reporting facilities through various adequate channels, along with providing guarantees of protection and security for whistleblowers.

In order to support the effectiveness of WBS implementation, the Company regularly conducts dissemination and training, including ethics and corporate culture training which is attended by all employees, periodic dissemination of WBS in GCG material, as well as WBS presentation in holding meetings with the Waskita Labor Union. Furthermore, support for the effectiveness of WBS implementation is also carried out through the provision of rewards and sanctions for whistleblowers and reported party, with provisions that have been regulated proportionally according to the weight of the report and violations. Moreover, the Company has carried out benchmarking efforts on WBS performance which has enabled the Company and other companies to share experience and knowledge regarding the implementation of WBS.

In 2021, the Board of Directors has carried out a process of monitoring and evaluating the effectiveness of the Company’s WBS, covering all work tools and mechanisms that are implemented. Through this process, the Board of Directors ensures that the Company has implemented the WBS effectively and has adequate equipment according to the needs and dynamics of the business at hand.

Waskita carries out the fulfillment of corporate social responsibility through the management of the Social and Environmental Responsibility (TJSL) and Micro and Small Enterprises Financing (PUMK) program, which is carried out through the implementation of the duties and responsibilities of a special work unit, namely the Social Environment Responsibility/SER Units. Furthermore, the implementation of the CSR program by Waskita is carried out comprehensively by identifying and involving stakeholders and covering important social, economic, and environmental issues related to the Company’s activities. Overall, Waskita’s corporate social responsibility program is implemented with reference to the provisions in the Regulation of the Minister of State-Owned Enterprises (BUMN) No. PER-05/MBU/04/2021 dated April 8, 2021 regarding Social & Environmental Responsibility Program SOE.

In 2021, the Company realized Rp4,592,000,000 for the PUMK program, increased compared to the realization in 2020 at Rp1.595,000,000. The realization of the TJSL program for 2021 amounted to Rp7,914,364,883, decreased compared to the realization in 2020 at Rp8,773,090,518, as the effect of the allocation adjustment related to the Company’s profit in the previous year’s book.

The Board of Directors composition for the period of January 1 to April 16, 2021 is as follows:

The Board of Directors composition for the period from April 16 to September 21, 2021 in accordance with the Resolutions of the Annual GMS for 2020 Fiscal Year is as follows:

The Board of Directors composition for the period from September 21 to December 31, 2021 in accordance with the resolutions of the 2021 Extraordinary GMS is as follows:

All members of the Company’s Board of Directors who served for each period have met the criteria and conditions required in the fit and proper test by the Ministry of SOEs, in accordance with the Limited Liability Company Law, the Company’s Articles of Association, regulations related to good corporate governance, as well as other relevant rules and regulations.

We are optimistic that the trust, support, and cooperation that has been established throughout 2021 can be maintained and improved, in order to achieve strong and sustainable business growth in the years to come. We are optimistic that Waskita will be able to realize its vision to be a trusted and sustainable Indonesian company in the field of integrated construction and investment, in line with fulfilling its concrete contribution on an ongoing basis for Indonesia.