1. Good Corporate Governance

Preface
PT Waskita Karya Infrastruktur is committed to implementing the Good Corporate Governance Principles carefully and consistently in carrying out its duties and responsibilities. Corporate Governance basically consists of carrying out the duties, functions and responsibilities of each part of the company which consists of the General Meeting of Shareholders (“GMS”), the Board of Commissioners and the Board of Directors. In accordance with the Articles of Association, the Board of Directors is tasked with carrying out all actions related to the management of the Company for the benefit of the Company. The implementation of duties by the Board of Directors is supervised by the Board of Commissioners in accordance with the Company’s Articles of Association, which is also in charge of monitoring the course of management and policies as well as providing advice to the Board of Directors. The Board of Commissioners and the Board of Directors are responsible to shareholders through the GMS.

Ethic and Code of Conduct of WKI
In essence, WKI’s Procedures concerning the Ethics and the Code of Conduct of PT Waskita Karya Infrastruktur contain requirements that must be implemented and restrictions that must be avoided due to the implementation of the translation of Good Corporate Governance (GCG) principles, namely: Transparency, Accountability, Responsibility, Independence, and Fairness. The formulation of goals and objectives of the WKI Procedure is not only to ensure that the company must comply with all company regulations and related legislations, but also provides guidance for companies or employees to interact based on moral values that are part of the company culture. Thus, the reflected business ethics and work ethics are part of the company culture.

Commitment in the Implementation of GCG
The Company realizes that the principles contained in the GCG principles aim to balance the interests of the Company and stakeholders. The implementation of GCG in accordance with applicable regulations is an effective solution for various parties so that the management of the Company becomes more professional.

To achieve these goals, a real commitment from the Company is needed in implementing GCG in the Company’s environment. The commitment to implementing GCG is not only a fulfillment of applicable regulations, but the practice must also be based on an awareness of the importance of GCG for upholding integrity in running a healthy and sustainable business.

The Company is committed to continuously implementing GCG in a sustainable manner. This commitment is supported by the following elements:

• Clear and realistic vision, mission and values of the Company which are evaluated periodically by the Board of Commissioners and Board of Directors.
• Company’s GCG Guidance.
• Guidelines and work procedures for the Board of Commissioners, Board of Directors, and Committees.
• The application of the code of ethics is carried out consistently and culturally.
• Strong internal control system.
• Implementation of a proportional check and balance mechanism.
• Guidelines for transactions containing conflicts of interest, affiliated transactions and transactions with other related parties.
• Implementing a violation reporting system.
• Sustainable social and environmental responsibility program

Assessment of the Implementation of Company’s GCG
Measurement for the effectiveness in the implementation of GCG is needed by every company, including WKI so that the credibility of the implementation of good governance is always maintained and can be improved. The Company periodically carries out assessments carried out by independent consultants as well as by a work team from the Company’s internal (self-assessment) that has been appointed and has the authority to make the assessment process run independently. The assessment is carried out using methods that can identify weaknesses that need special attention from the Company for immediate action.

Structure of Governance
The Company pays attention to the mapping of business functions or activities with business ethical standards and ensures that the check and balance mechanisms can work effectively in building the corporate governance structure. The structure includes the structure of the organs and policies of the Company, namely the General Meeting of Shareholders, the Board of Commissioners, the Board of Directors, as well as other supporting organs such as the Internal Control Unit, Corporate Secretary, Internal Control System, Risk Management, as well as compliance with applicable regulations. The structure and mechanisms of corporate governance are as follows:

• In accordance with Law No. 40 of 2007 Chapter I Regarding General Provisions Article 1 point 2, the Company’s organs consist of the General Meeting of Shareholders, the Board of Directors and the Board of Commissioners.
• The General Meeting of Shareholders (GMS) is an organ of the Company which has authority that is not given to the Board of Directors or the Board of Commissioners within the limits specified in the Law and/or Articles of Association.
• The Board of Commissioners is the Company’s organ in charge of conducting general and/or specific supervision in accordance with the Articles of Association and providing advice to the Board of Directors.
• The Board of Directors is the Company’s organ that is authorized and fully responsible for the management of the Company for the benefit of the Company, in accordance with the purposes and objectives of the Company and represents the Company, both inside and outside the court in accordance with the provisions of the Articles of Association.
• The Company’s organs carry out their functions in accordance with statutory provisions, the Company’s Articles of Association, and other provisions based on the principle that each organ has independence in carrying out its duties, functions and responsibilities for the benefit of the Company.
• The GMS, the Board of Commissioners and the Board of Directors respect each other’s duties, responsibilities and authorities in accordance with the laws and regulations and the articles of association.

In carrying out its supervisory duties, the Board of Commissioners may form a committee, the members of which are one or more members of the Board of Commissioners. These committees are responsible to the Board of Commissioners. Meanwhile, the Board of Directors is assisted by the Corporate Secretary and the Internal Supervision Unit as well as other work units that carry out the management function of the Company.

Governance Mechanism
The governance mechanism is a GCG implementation mechanism which is reflected in a strong system. GCG implementation is not enough just to rely on the pillars of the governance structure, but requires clear implementation rules in the form of a mechanism. Governance mechanisms can be defined as implementing rules, procedures, and clear relationships between those who make decisions and those who exercise control (oversight) of those decisions.

The Company continues to improve its GCG (Soft-Structure GCG) policy so that it is in line with the needs of business processes and the provisions of GCG implementation for the Company.

The Company has also compiled a Code of Conduct, Audit Committee Charter, Internal Audit Charter and various policies and procedures to support the implementation of good governance. All policies and procedures related to the implementation of GCG are intended to create an effective check and balance mechanism and manage the Company in accordance with GCG principles.

Improving the Quality of GCG Implementation
The Company continues to strive to improve the quality of GCG implementation, including improving various GCG organs.

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2. Corporate Policy

Waskita Karya Infrastruktur as a Business Entity engaged in manufacturing, infrastructure investment, and energy exploitation, always controls risks to Occupational Health, Environment, Quality, Security (K3LMP) and Bribery by implementing the WKI Management System and meeting the satisfaction of Stakeholders.

As a form of this commitment, the management always:

1. Comply with applicable laws and other requirements and improve K3LMP and Anti-Bribery performance effectively and continuously.
2. Eliminate hazards and reduce risks and make efforts to prevent work accidents, occupational diseases, environmental pollution, work quality discrepancies, security incidents that impact the company’s business processes and prohibit bribery.
3. Provide a healthy, safe and comfortable workplace and facilities for all stakeholders.
4. Conduct consultation and participation for all workers and provide training to ensure the competence of each personnel.

The company ensures that this policy is regularly reviewed, thoroughly communicated, and made available to interested parties.

Jakarta,

President Director,

Eko Widianto

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3. Commitment for the Implementation of SMAP

In order to implement SNI ISO 37001:2016 regarding Anti-Bribery Management System, PT. Waskita Karya Infrastruktur always tries its best to comply with applicable norms and laws, clean and with integrity and supports corruption prevention efforts. We hereby convey the commitment of PT. Waskita Karya Infrastructure:

1. Running a business by upholding the AKHLAK values (Amanah, Kompeten, Harmonis, Loyal, Adaptif, Kolaboratif) and the 4 Reject principles, namely Reject Bribery (no bribery), Reject Commission (no kickback), Reject inappropriate giving (no gift), and Reject excessive entertainment (no luxurious hospitality).
2. Improve every business process to be in line with the principles of Good Corporate Governance (GCG) and encourage every WKI personnel and Company stakeholders to comply with the Code of Conduct (COC).
3. Implement the principle of Zero Tolerance against violations of laws and regulations related to criminal acts of corruption and protect whistleblowers from retaliation, discrimination or disciplinary action.
4. Communicate internally and externally the importance of effective anti-bribery management.
5. Supervise the implementation of this commitment and any violation to the 4 Reject policy will be subject to sanctions in accordance with applicable regulations.

Jakarta,

President Director,

Eko Widianto

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4. Risk Management

Changes in the external and internal business conditions of PT. Waskita Karya Infrastruktur can have an impact on increasing uncertainty which can harm the company. To anticipate the impact of these changes, PT. Waskita Karya Infrastruktur has implemented risk management in every business process of the company. The implementation of risk management is carried out throughout the corporate scope so as to create an Enterprise Risk Management system.

Risk management policies and procedures within PT. Waskita Karya Infrastructure is always updated to accommodate the needs of stakeholders. The update on risk management procedures and policies aims to streamline risk management and reporting and carry out continuous improvement related to risk management practices.

Implementation of Risk Management Work Program in 2020

Risk management work program in 2020 includes:

1. Update of WKI Procedures in the field of Risk Management, which includes :
   a. Adding the scope of ISO 37001:2016 regarding Anti-Bribery Management System;
   b. The grouping of 12 types of risk into 4 main types of risk, namely Business and Financial, Legal, Technical and Operational, as well as QHSE and Performance;
   c. Changes in the reporting mechanism for near miss and loss events; and
   d. Addition of incidental risk assessment procedures
2. Update of Risk Management Policy
   Adjustment of risk management policies to changes in the company’s organizational structure and internal and external issues encountered by the company.
3. Update of Risk Management Operational Policy
   Revising related to risk appetite, risk tolerance and company risk rating criteria in accordance with the RKAP, stakeholder interests, and company goals.
4. Update of Waskita Risk Management Application
   Added loss event and near miss reporting features, improved export risk register results, added data base capacity, and improved the interface to make it more user friendly.
5. Risk Book Preparation
   Risk Book is used as a reference and documentation of risk events in WKI’s projects.

 
Sharing knowledge of PT Waskita Karya Infrastruktur’s Risk Management
Sharing knowledge is a way to socialize and build a risk culture in the company which is routinely carried out every time there is an event such as coordination meetings, functional guidance, FGD (Focus Group Discussion) and LDP (Learning Development Program).

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5. Whistle blowing & anti gratification

A. Violation Reporting System

Mechanism for Submission of Violation Reports
The Company provides a channel for reporting of violations through the Decision of the Board of Directors Number: ……………… dated …………. regarding the Guidelines for the Violation Reporting System (SPP)/Whistle-blowing System (WBS) of PT. Waskita Karya Infrastruktur. This channel aims for early detection of fraud. Through this team, the Company prevents the occurrence of fraud with a comprehensive supervision pattern and involves all employees so as to provide a sense of security for all parties interacting with the Company.

Mechanism for Treating Violation Reports
Any indication of violation to the code of conduct or other disciplinary violations can be submitted to the Corporate Secretary. The Company will follow up on reports that have the potential to be materially detrimental and can damage the Company’s image, among others caused by irregularities, manipulation and so on. Reports or complaints regarding complaints and violations will be handled with the following mechanisms:

• The reporting party who acknowledge any fraud, irregularities, or violations by the Company’s internal, makes a report or submits it to the Corporate Secretary which is submitted in detail attached with relevant data or evidence.
• The corporate secretary receives and examines the violation reports, whether they meet the requirements for further proceeding.
• Shareholders, the Board of Commissioners or the Board of Directors who receive the report file carry out an examination or investigation through their respective organs to prove the veracity of the report.
• Investigation by the SPP management organs, namely the Internal Control Unit and the Audit Committee.
• Shareholders, the Board of Commissioners or the Board of Directors impose sanctions on the reported party who is proven to have committed a violation, as well as provide rewards to the reporting party.
• Shareholders, the Board of Commissioners or the Board of Directors submit reports to the Corporate Secretary on the follow-up to reports of the violations.

 
Protection for Whistleblowers
Reports of violations that occur must be made with good intentions and not as a personal complaint or based on bad intentions and slander. Whistleblowers are required to clearly state their identity on the reports they make, accompanied by relevant supporting evidence. The recipient of the report must keep the identity of the reporter confidential as part of the company’s efforts to protect the whistleblower. The Company is required to follow up on every report received in accordance with applicable procedures and mechanisms. The Company will also provide legal protection in accordance with the provisions of the applicable laws and regulations.

Rewards and Sanctions for Reports
For each report whose handling is proven to be able to secure the Company’s treasure/assets, it will be appreciated with an award or reward from management. Meanwhile, if the report submitted is proven to be slander, the management will apply sanctions to the reporter.

Management of Violation Reporting System
Reports of violations are shown through a standard mechanism and are managed professionally by the Corporate Secretary to early detect the fraud that occurs.

Violation Reporting Media

Reports of violations can be submitted through:

Corporate Secretary

Waskita Rajawali Tower Fl. 5

Jl. MT Haryono Kav. No. 10 Cawang Jakarta Timur

Telp. 021-8508510

Fax. 021-8508506

 
Number of Complaints and Follow-up in 2021
Throughout 2021, there were no complaints regarding reports of violations internally by the Company.

Monitoring and Evaluation
Monitoring and Evaluation is always carried out on the effectiveness of the violation complaint channels that are already available to be updated in the future. Through such monitoring and evaluation, the Company can accommodate and respond to complaints of violations from stakeholders quickly and accurately. This aims to minimize and prevent the potential for reputational risk and increase public trust in the Company.

B. Anti-Gratification Policy

Definition and Background
As a gratuity control guide for WKI Personnel, the Company has issued a gratuity control guide for internal companies. The Company defines gratification as an activity of giving and/or receiving gifts/souvenirs and entertainment, whether received domestically or abroad, which is carried out by Company personnel related to their authority/position in the Company, so that it can cause a conflict of interest that affects independence, objectivity and professionalism of the Company’s personnel. The Company realizes that in carrying out business activities it is unavoidable to have communication and interactions between parties, both internally and externally, to establish harmonious and sustainable cooperation and relationships. In this cooperation, the possibility of giving gratuities from one party to another is also unavoidable. Therefore, in order to maintain business relationships with stakeholders, the Company regulates matters related to gratuities and the procedures or reporting mechanisms. The Company has also published a gratuity management manual aimed at creating transparent and accountable business management of the Company.

Sanctions for Violations
Violation of the provisions written in the gratification management manual will be subject to sanctions in accordance with the provisions and regulations applicable in the Company. Gratification has a broad definition as an activity of giving money, goods, rebates (discounts), commissions, interest-free loans, travel tickets, lodging facilities, tourist trips, free medical treatment and other facilities. In addition, gratuities can also be in the form of gifts from employees to other parties or acceptance by employees of the Company from other parties. The Company has a strict policy on gratification activities in terms of carrying out such activities or receiving gratuities for any reason. The rules regarding gratification are contained in Law no. 20 of 2001 concerning Amendments to Law no. 31 of 1999 concerning the Eradication of Criminal Acts of Corruption and Waskita Circular No. 06/SE/WK/2017 dated March 30, 2017 concerning Guidelines and Limitations of Gratification. Every receipt of gratuity that is considered a bribe must be reported to the Corruption Eradication Commission (KPK) of the Republic of Indonesia.

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6. External Audit

The appointment of a Public Accounting Firm (PAF) to audit the Company’s Financial Statements and the Annual Report on the Implementation of the Partnership and Community Development Program is determined by the General Meeting of Shareholders (GMS), based on a proposal submitted by the Board of Commissioners through the Independent Commissioner as the chairman of the Audit Committee in charge of carrying out the process of appointing a Public Accounting Firm as stipulated in the Audit Committee Charter.

The list of Public Accounting Firms that audited the Company’s Financial Statements and the Annual Report on the Implementation of the Partnership and Community Development Program within the last 3 (three) years are:

• KAP Kosasih, Nurdiyaman, Mulyadi, Tjahjo dan Rekan (Yearbook 2021).
• KAP Amir Abadi Jusuf, Aryanto, Mawar dan Rekan (Yearbook 2020).
• KAP Amir Abadi Jusuf, Aryanto, Mawar dan Rekan (Yearbook 2019).

In addition to the Public Accounting Firm, there are other External Auditors who conduct audits in connection with the implementation of the Company’s business activities, namely:

• The Supreme Audit Agency of the Republic of Indonesia (BPK RI) which one of its duties is to examine the management and responsibility of state finances in the sector of separated state assets (BUMN), including through audits of the Company’s performance and/or examinations with different objectives.
• PT SGS Indonesia which audits the ISO 9001:2015 Quality Management System, OHSAS 18001:2007 Work Safety Management System, and ISO 14001:2015 Environmental Management System.
• PT Superintending Company of Indonesia (SUCOFINDO) which audits the Occupational Health and Safety Management System (SMK3) and Security Management System.