Dear Shareholders and Stakeholders,
Our utmost gratitude is bestowed upon God Almighty for
His abundance of mercy and grace upon all of us, so that
PT Waskita Beton Precast Tbk (“WSBP”) can pass through
the year of 2022. 2022 was a year full of challenges for
WSBP, which is engaged in the Precast Concrete Industry
in Indonesia, apart from being caused by WSBP still in the
process of recovering from the impact of COVID-19 on the
Company’s going concern and business, in 2022 WSBP was also
undergoing Debt Restructuring based on the Homologation
Decision on Suspension of Debt Payment Obligations (PKPU).
The global economic outlook for 2022 was still heavily
affected by COVID-19, even though recovery has been seen
in many social and economic aspects. The pandemic caused
widespread disruption to economic activities in early 2022,
leading to a sharp contraction in the global Gross Domestic
Product (GDP) with a trend toward recession. Most countries
have relaxed their lockdowns, but protection is still running
and the pandemic has begun to be accepted as endemic.
Protective measures to slow the spread of the virus are still
in place and holding back the acceleration of business and
consumer spending.
Furthermore, the Russia-Ukrainian War and Scarcity of
Electronic Chips have also disrupted global trade and supply
chains, exacerbating rising global commodity and food prices.
Constantly high global inflation accompanied by slow growth
tends to raise fears of stagflation. Amidst this condition,
developed countries sharply tightened monetary policy to curb
inflation. This has translated into tighter external financing
conditions and financial pressures for some emerging
markets.
On a national scale, real GDP growth has increased from 3.7%
in 2021, to 5.4% (YoY) in the first three quarters of 2022. The
increase in real GDP growth was due to reduced COVID-19
infection rates and successful vaccination program that led
to the lifting of restrictions on mobility, resulting in a sharp
acceleration in private consumption. Indonesia can sustain
strong growth and address potential challenges through a
number of initiatives including implementing tax reform and
moving from a subsidy model to a rule-based pricing model
for energy. Social safety net programs can be targeted more
effectively and expanded to create a guaranteed minimum
protection across the entire life cycle of the people.
However, even though there has been an increase in real
GDP growth, for the infrastructure and construction sectors,
Indonesia was still negatively affected by the COVID-19
pandemic in 2022. This is due to the handling of COVID-19
virus having a widespread disruptive impact on economic
activities, resulting in a decrease demand for construction
services and a slowdown in the progress of infrastructure
projects.
In order to mitigate the ongoing impact of the above, the
Government of Indonesia has applied a number of measures
to support the economy, including fiscal stimulus measures,
such as increasing government spending on infrastructure
projects. The policy helped reduce the impact of the pandemic
on infrastructure sector to some extent, but overall progress of
infrastructure projects and demand for construction services
were still affected.
In addition to the things mentioned above, the pandemic has
also caused delays in the procurement process for several
infrastructure projects and difficulties for business actors in
securing financing for these projects. Nevertheless, despite
these challenges, the infrastructure and construction sector
in Indonesia is still considered the main driver of economic
growth in Indonesia.
WSBP contributes to the development of national
infrastructure in supplying the needs of precast and readymix
concrete market. Throughout 2022, WSBP supplied precast
concrete worth Rp820,440,982,817 and readymix concrete
worth Rp485,788,604,627. This production value underwent
an increase when compared to 2021 of 6.29% for precast
concrete and 57.02% for readymix.
WSBP also continues to innovate by producing new products,
namely sloof precast, semi T Girder section, PHC type spun pile,
type 1067 and type 1435 rail sleepers, WBP modular precast
house, Risha Type 36, non standard type SPRigWP, porous
concrete, concrete power pole products-PLN. Readymix
product innovation is casting using mortar foam which has
been carried out at Palembang Batching Plant.
Performance Appraisal of Board of Directors
Board of Commissioners assesses the performance of Board
of Directors by using the Key Performance Indicators (KPI)
that have been set out in the 2022 Corporate Work Plan
and Budget (RKAP). Board of Commissioners also considers
external conditions such as global and local economy, and
socio-political conditions, This is because the achievement of
KPIs in 2022 is very dynamic and influenced by these external
conditions. In addition to the recovery effects from COVID-19,
the Russia-Ukraine War and Electronic Chip Scarcity are also
factors that negatively influence global economic growth
predictions leading to recession and stagflation. Economic
growth in the range of 3.2% illustrates that Indonesia is still
recovering and this is quite disruptive to the achievement of
the KPI of the Board of Directors.
The achievement of the Board of Directors’ KPI is still not
optimal with the prognosis and realization value in the range
of 42% for readymix and the realization of precast concrete
is in the range of 90.13%, from the target set in RKAP 2022.
Factors that cause the non-achievement of the RKAP target
are the achievement of a New Contract Value (NKB) that is
lower than the target, the unavoidable costs of non-operating
facilities, and the non-implementation of the strategy due to
the Homologation and Company Restructuring process based
on the PKPU Decision.
However, Board of Commissioners appreciates the
implementation of Homologation and Debt Restructuring
and the General Meeting of Corporate Bondholders which
provided clear direction and financial projections for WSBP
for 2022 and beyond.
Board of Commissioners believes that Board of Directors needs
to continue to strengthen the formulation of right strategies
to deal with declining business conditions, and consistently
carry out programs to improve resource optimization, cost
efficiency and organizational structure effectiveness so as
to boost WSBP performance.
Board of Commissioners Activities in 2022 Fiscal Year
In accordance with the Company’s Articles of Association
and prevailing laws and regulations, Board of Commissioners
is in charge and responsible for supervising the policies
and management of the Company carried out by Board of
Directors, as well as providing advice to Board of Directors. The
ultimate goal of Board of Commissioners’ oversight is achieving
improved performance and progress of WSBP. In practice,
Board of Commissioners is assisted by Audit Committee and
Risk Management Committee.
Regarding the oversight mechanism for the implementation
of Corporate strategy, Board of Commissioners is involved
in the process of preparing the Company’s 2022 Work Plan
and Budget (RKAP), which contains business strategies and
objectives as well as the Company’s work plan for 2022 fiscal
year, in order to ensure that the RKAP prepared is aligned with
WSBP vision and mission. This involvement was carried out
from the beginning of preparation stage until the approval
of 2022 RKAP and 2022 RKAP Revision on March 23, 2022.
Regarding the approval of 2022 RKAP and 2022 RKAP Revision,
Board of Commissioners has provided the following written
notes/advice to Board of Directors:
- Board of Directors should further explain the target of 5
product innovations.
- Board of Directors should explain in details the NKB and
SNK as well as the EAT business.
- Board of Directors should explain the 5-year trend and its
comparison with the RKAP, as well as the management
strategy so that homologation is achieved.
- Board of Directors should prepare and submit Board of
Directors KPI and the trend of 5 (five) years and compliance
with the Company’s Long Term Plan (RJPP).
Board of Commissioners was also involved in the approval
process for 2022 RKAP Revision on October 27, 2022, where
Board of Commissioners also provided the following written
notes/advice to Board of Directors:
- Board of Directors should change the macro assumptions
used to become national standard assumptions.
- Board of Directors should coordinate with the legal
department regarding the CAPEX of Bojonegoro land.
- Board of Directors should improve the EBITDA in RKAP in
order to increase public trust in WSBP.
- Board of Directors is required to attach details regarding
expenses incurred related to the legal case, along with
the case details.
- Board of Directors should review the figures presented in
RKAP Revision to ensure that they are more achievable.
- Board of Directors should always review the Contract Value
whether it generates profit or not.
- Board of Directors should perform efficiency by optimizing
WSBP Plant so as not to cause high variance.
- Board of Directors should always update the standard
price for each contract, so that it does not generate biased
information because the standard price has expired or
is irrelevant.
- Board of Directors is required to attach an ongoing
efficiency program.
- Board of Directors should present a detailed work plan
(not only regarding operational work plans), then present
the articles of association.
- Board of Directors should attach the same calculation
between new cost structure and old cost structure so
that the numbers can be clearly compared.
- Board of Directors should review Bojonegoro plant so that
inefficiencies do not occur which will lead to inspections.
- Board of Directors should conduct employee training
regarding mastery of international contract law, bearing
in mind that there has been a new contract whose domain
is outside Indonesia.
In addition to monitoring the formulation of 2022 RKAP and
2022 RKAP Revision, Board of Commissioners also monitored
and oversaw the performance of WSBP management
through periodic reviews of reports submitted by Board of
Directors, including the Company’s Annual Report, Quarterly
Management Report and Other Management Reports.
The oversight function of the policies and performance of
WSBP management by Board of Commissioners has been
carried out through the provision of advice/responses,
especially written responses to the Corporate Action or
Operational Action plans to be carried out by WSBP as referred
to in Letters issued by Board of Commissioners as well as in
Board of Commissioners Meeting forums both inviting Board
of Directors or Board of Commissioners internal meetings/
Audit Committee and Risk Management Committee, with the
following description:
- Establishment of Joint Venture
Regarding the establishment of joint venture, Board of
Commissioners provided feedback via Letter No. 62/WBP/
DK/2022 dated September 15, 2022, with the following
several notes/advice for the Board of Directors:
-
Board of Commissioners did not approve the Board of
Directors’ request regarding the establishment of Joint
Venture Company/Special Purpose Vehicle (SPV) in the
concrete production sector in the National Capital City
(IKN), considering that the joint venture formation will
be carried out directly by PT Waskita Karya (Persero)
Tbk as WSBP shareholder.
-
Board of Directors should follow up on the following matters:
- Board of Directors should convey the impact on WSBP organizational and internal structure.
- Board of Directors should submit a separate feasibility study from internal since it is related with internal WSBP.
- Board of Directors should prepare step/action plans other than the SPV scenario.
- Board of Directors should submit reviews from independent consultants, both legal consultants and other consultants related to the content, impact and mitigation of the SPV agreement, including financial aspects, profit sharing, etc.
- PKPU Peace Agreement and Implementation of Peace
Agreement
Board of Commissioners has approved the proposed Peace
Agreement through PKPU mechanism based on Letter No.
21.2/WBP/DK/2022 dated June 15, 2022. In the letter, Board
of Commissioners also provided notes/advice to Board of
Directors to follow up on the Board of Commissioners’
approval with prudence principle and based on Good
Corporate Governance (GCG) principles, while taking into
account applicable laws and regulations.
Furthermore, based on Letter No. 86/WBP/DK/2022
dated November 15, 2022 Board of Commissioners has
approved the implementation of PKPU Peace Agreement
in accordance with WSBP’s financial projections for the
next 5 (five years) and the Company’s strategic plans.
In the letter, Board of Commissioners provided direction
to the Board of Directors to follow up the approval with
the following notes:
- Board of Directors should conduct benchmarks to other companies with low ownership but remains in control.
- Board of Directors should ensure that no claims are left behind after the verification deadline of November 21, 2021.
- Board of Directors should carry out careful risk management, bearing in mind that currently there are vendors who own shares, hence there is a possibility of subjectivity in vendor selection.
- Board of Directors should explain in a special agenda to discuss risk mitigation according to PKPU scenario.
- Board of Directors should ensure that the legal opinion regarding claims with the parties involved in the case can be clearly ascertained.
- Board of Directors should submit an attachment to the legal basis which became a reference for PKPU homologation and the opinion of legal consultant that WSBP had complied with all legal bases regarding PKPU homologation.
- Board of Directors should be taking concrete steps so that no parties will ask for re-verification.
- Board of Directors should send a letter containing confirmation of debt and terms desired by WSBP and the consequences, verification is not done by November 21, 2021.
- Board of Directors should convey the articles in the regulations that are complied with by WSBP regarding the implementation of PKPU homologation.
- Board of Directors should ensure that verification only changes the value but does not change the legal status of PKPU.
- The integrity pact that has been signed by Board of Directors is an inherent part of this agreement.
- Board of Directors should carry out the approval by taking into account the articles of association, the principle of prudence and based on the principles of Good Corporate Governance, while taking into account the applicable laws and regulations.
- Divestment Follow-up
Regarding the Company’s divestment plan and following
up the meeting between Board of Directors and Board
of Commissioners, through Letter No. 28/WBP/DK/2022
dated June 24, 2022, Board of Commissioners conveyed
the followings:
-
Board of Commissioners had previously given approval
for the Company’s Divestment to Board of Directors.
However, considering that until now the Divestment
has not been realized and the Board of Commissioners’
approval has reached a period of 1 (one) year, Board
of Commissioners declared that the previous approval
is not valid as of the date of this letter.
-
Furthermore, Board of Directors should follow up on
the following matters:
-
Board of Directors can re-submit a Divestment
application by taking into account the applicable
provisions and attaching a risk study, legal review
and application of the principles of good corporate
governance.
-
Board of Directors reclassifies inventory (bad
inventory) to fixed assets and recognizes
depreciation expense in accordance with
applicable PSAK provisions.
- Changes to Accounting Guidelines Policy
Board of Commissioners has provided responses through
Letter No. 01.2/WBP/DK/2022 dated March 23, 2022. In the
letter, Board of Commissioners also provided the following
notes/advice to the Board of Directors including:
- Board of Directors should submit a review of the impact of changes in accounting policies.
- Board of Directors should immediately put the new accounting policies into procedures.
- Board of Directors should explain the goals and benefits of changing accounting policies.
- Board of Directors should emphasize the fixed asset revaluation policy.
- Regarding the purchase of assets, Board of Directors should make the value, for example, under Rp10 million or above Rp10 million can be capitalized as fixed assets, so that it is more controlled.
- Board of Directors is required to submit in writing regulatory references or recommendations that underlie changes in accounting policies.
- Changes in Organizational Structure
Board of Commissioners has submitted responses to the
Board of Directors regarding the proposed changes to
WSBP Organizational Structure through Letter No. 11/WBP/
DK/2022 dated February 24, 2022, among other things,
stated that:
-
Board of Commissioners approved changes to WSBP
Organizational Structure with the following notes:
- Board of Directors evaluates the suitability of organizational structure with the direction and development of the company’s latest performance.
- Board of Directors conveys details regarding job descriptions, other organizational structures outside the organizational structure (STO) of Head Office and other completeness of details needed in the future.
-
Board of Directors follows up on this agreement with
prudence principle and based on the principles of
Good Corporate Governance, while taking into account
prevailing applicable laws and regulations.
Furthermore, Board of Commissioners has approved
changes to the organizational structure based on Letter
No. 33/WBP/DK/2022 dated July 12, 2022. In the letter,
Board of Commissioners provided the following notes/
advice to the Board of Directors:
- Changes in the organizational structure must not worsen the Company’s financial condition.
- Board of Directors must carry out an assessment of work balance so that the organization becomes optimal in order to be able to respond to challenges from stakeholders, especially PKPU participants who observe WSBP actions.
- Board of Directors follows up on this agreement with prudence principle and based on the principles of Good Corporate Governance while taking into account prevailing laws and regulations.
- Changes to the Company’s Vision, Mission, Logo and Tagline
-
Changes in Vision and Mission
Board of Commissioners has submitted approval to the
Board of Directors regarding the proposed changes
to the Company’s Vision and Mission through Letter
No. 70.1/WBP/DK/2022 dated October 6, 2022. In the
letter, Board of Commissioners provided the following
notes/advice to the Board of Directors:
- Board of Directors should consider changing the measurement for vendor settlement to “100% settlement of old vendor invoices”.
- Board of Directors should consider the need to publish the results of customer engagement to increase trust in the community.
- Board of Directors should consider the need for an independent institution to assess customer engagement so that measurements are more qualified.
- Board of Directors should consider creating a separate column regarding the calculation of EBITDA in the financial statements so that EBITDA figures can be clearly reflected in the financial statements.
- Board of Directors should do a breakdown of the vision and mission to personnel and units regarding their roles in achieving the vision and mission. This can be stated in assignments that are made comprehensively for each employee within WSBP.
- Board of Directors should consider the need for an emphasis on the strategy to be carried out by WSBP, whether to increase the strength of business unit or increase the effectiveness of WSBP business.
- Board of Directors should be able to describe the level of failure that occurs in order to describe the zero reject to be achieved in WSBP operational report.
- Board of Directors should attach an integrity pact which is an attachment to the Board of Directors Letter No. 809/WBP/DIR/2022 dated September 30, 2022 regarding the Submission of Requests for Approval for Changes in Vision and Mission of PT Waskita Beton Precast Tbk.
- Board of Directors should follow up on this agreement by taking into account the Articles of Association, prudence principle and based on the principles of Good Corporate Governance, while taking into account prevailing laws and regulations.
-
Changes to the Company Logo and Tagline
Board of Commissioners has submitted approval to the
Board of Directors regarding the proposed changes to
the Company Logo and Tagline through Letter No. 63/
WBP/DK/2022 dated September 15, 2022. In the letter,
Board of Commissioners provided the following notes/
advice to the Board of Directors:
- Board of Directors should ensure that the new Company logo & tagline is in line with the logo & tagline of PT Waskita Karya (Persero) Tbk as the Company’s shareholder.
- Board of Directors should ensure that the implementation costs remain a concern after the Company’s PKPU based on effective and efficient budgeting.
- Board of Directors should ensure the impact of communication to regulators, banks, vendors and other interested parties/stakeholders.
- Board of Directors should ensure the fulfillment of permits in accordance with applicable regulations.
- Board of Directors should ensure the basis for determining and the meaning of colors in the logo by continuing to communicate with PT Waskita Karya (Persero) Tbk as a shareholder of WSBP.
- Board of Directors can consider old brands that are well known in the community and provide a good image.
- Board of Directors should review that the basic principles of creating a logo are guided by practicality/simplicity, easy to remember and full of meaning.
- Board of Directors should ensure the implementation of this agreement while still paying attention to the articles of association, applicable regulations, and the principles of Good Corporate Governance.
In carrying out the supervisory function as described above,
we strive to maintain good coordination with the Board
of Directors, one of which is carried out through Board
of Commissioners meeting forum which invites Board of
Directors. In 2022, Board of Commissioners has held meetings
inviting Board of Directors with a frequency of meetings every
month or 12 times a year.
Board of Commissioners is also active in providing advice,
suggestions and directions to Board of Directors regarding
policies and strategies, current conditions or strategic issues
as well as the implementation of action plans to support
WSBP’s performance in the current fiscal year, and maintain
WSBP’s business continuity.
In addition, Board of Commissioners has conducted site
visits in order to directly monitor and supervise the business
management and operational performance of WSBP. Board of
Commissioners has conducted 9 site visits throughout 2022
fiscal year, including to Kayu Agung-Palembang-Betung
Toll Road (KAPB) Project, Cimanggis Cibitung Tollways
(CCTW) Project, Flood Control Project and Loji River Rob
Pekalongan, JPM Sudirman Project, Penajam Plant, Gasing
Plant, Bojonegara Plant, Karawang Plant and Cikopo Workshop.
During the working visit, Board of Commissioners carried out
the oversight function by providing the following advices:
- Kayu Agung-Palembang-Betung Toll Road (KAPB) Project
- Board of Directors should ensure the steps/ action plans related to the acceleration of gross receivables into receivables.
- Board of Directors should ensure that the absorption of PMN holding at WSBP can go according to plan as revenue for WSBP.
- Board of Directors should ensure the stockyard area because it can mitigate constraints on delivery of ordered products.
- Board of Directors should immediately establish communication with the owner regarding the price increase.
- Board of Directors should ensure the implementation of ISO, namely by making a list of obstacles along with risk mitigation and management.
- Board of Directors should ensure the implementation of HSE related to night work in anticipation of safety and audits.
- Board of Directors should ensure the running of quality control in the form of documentation and quality control passing, especially structural work.
- Board of Directors should ensure the handling of rejected goods or product defects and ensure that they are included in the calculation.
- Board of Directors should ensure that project improvisation can be carried out properly and is guided by the work contract.
- Board of Directors should ensure the creation of risk analysis and handling of issues such as social issues, payments, weather.
- Board of Directors should ensure the fulfillment of procedures related to licensing.
- Board of Directors should ensure the implementation of orderly administration according to the contract
- Board of Directors should ensure that problem mitigation is explained and monitored every week or every month.
- Cimanggis Cibitung Tollways (CCTW) Toll Road Project
- Risk management steps are required, namely risk assessment of both internal and external factors related to the feasibility of carrying out the work.
- Board of Directors should always be in a state of defense considering that WSBP is still in a state of PKPU.
- Board of Directors should ensure that the implementation of work continues to bring maximum profit.
- Board of Directors should ensure certainty of payment from the owner, namely orderly administration of the contract, validity of the contract and articles in the contract.
- Board of Directors should ensure that product supply can be maintained by continuing to coordinate with the owner to anticipate more demand.
- Flood Control and Loji Pekalongan River Robust Project
- Board of Directors should ensure orderly fulfillment of contract administration with employers so that the legality aspect is protected.
- Board of Directors should ensure that supporting document attachments in the contract are available and fulfilled considering that this project uses custom products so that product durability is the responsibility of project owner.
- Board of Directors should ensure that the system has accommodated custom orders.
- Board of Directors should ensure that all product shipments must comply with eligibility and safety.
- Board of Directors should ensure that the flow of internal communication can be structured and measurable with time standardized into internal procedures, including the division of job desks and outreach to all employees.
- Management needs to pay attention to the risks that occur in the field and prioritize them, based on input from implementers in the field.
- JPM Sudirman Project
- Board of Directors should ensure the fulfillment of financial close of JPM Sudirman Project.
- Board of Directors should ensure risk mitigation in connection with the design & build implementation of JPM Sudirman Project.
- Board of Directors should ensure that all legal aspects of JPM Sudirman Project are fulfilled.
- Board of Directors should conduct a risk study along with the pros & cons regarding JPM Sudirman Project.
- Board of Directors should ensure the handling of all stakeholders (stakeholders) so that the credibility of WSBP is well maintained.
- Board of Directors should prepares steps for handling gross receivables in accordance with contracts and other regulations in order to prevent greater losses, including through slow down to termination of work.
- Penajam Plant
- Board of Directors needs to conduct a strategic review to determine steps will be taken regarding Penajam Plant, including options to relocate the Plant closer to IKN or remain in its current location.
- Board of Directors needs to resolve the legal status of land at Penajam Plant, including conducting studies from legal aspects, risks and mitigation related to ownership issues at Penajam Plant.
- Board of Directors through Penajam Plant should confirm the Regional Spatial Plan which will be used to ensure the suitability of WSBP allotment plan.
- Board of Directors should ensure studies regarding AMDAL, pay attention to the potential for flooding in surrounding area, and review efficiency options for Penajam Plant such as water salinity.
- Board of Directors should make a matrix of action plans, schedules and studies of activities and costs needed for Plant activation, including fence repairs, M/E, equipment and others.
- Gasing Plant
- Board of Directors should immediately evaluate the Cost Structure so that irrelevant expenses should not be recognized as COGM.
- Board of Directors should immediately form a Winning Team to prepare the Company’s strategy.
- Board of Directors should immediately conduct an independent consultant review regarding the method of recording expenses, including: the cost method, measured profit and loss at the Plant or division level and pros and cons as the basis for selecting the recording.
- Board of Directors should conduct a Plant cost analysis.
- Board of Directors should evaluate the pricing policy for the parent so that it can be reviewed and the results are presented in the Radirtas and Radirming, supported by studies from independent consultants such as legal consultants and other consultants.
- Board of Directors should immediately creat an internal AR (Account Receivable) War Room to discuss accelerating billing and disbursing invoices.
- Bojonegara Plant
- Board of Directors should immediately resolve the legal issue considering that Bojonegara Plant is the spearhead of the Company’s production.
- Board of Directors should immediately carry out risk mitigation, financial, legal regarding the clarity of sale and purchase transactions and feasibility studies to be completed.
- Board of Directors should make a timeline regarding legal issues including steps that have been taken and efforts to be made.
- Board of Directors should be assisted by an independent consultant regarding the fairness of transaction and transaction price.
- Board of Directors should conduct an evaluation/ feasibility study regarding the wharf construction plan.
- Board of Directors should immediately finalize the permits required for Bojonegara Plant.
- Karawang Plant
- Board of Directors should review efficiency options for renting land used as a stockyard.
- Board of Directors should ensure the optimization of equipment division, strict supervision, implementation of quality control of modified spare parts, and the creation of internal procedures based on consultant reviews so that the related parties can work according to applicable standards.
- Board of Directors should ensure the availability of systems and procedures for custom products.
- Cikopo Workshop
- Board of Directors should carry out the arrangement of spare parts by paying attention to cleanliness a maximum of 30 (thirty) days after the work visit is carried out.
- Board of Directors should ensure the management of spare parts in a professional manner by taking into account benchmark studies of other companies.
- Board of Directors should ensure that the stock taking is carried out on the same date.
- Board of Directors should immediately carry out the extension of vehicle registration certificates that have expired and ensure that there is no repetition of vehicles whose tax validity period has expired.
- Board of Directors should implement steps to optimize assets in order to avoid omissions that cause assets/spare parts to be neglected and not maintained.
- Board of Directors should apply standard procedures in carrying out work so that work time is measured.
Views on the Implementation of Good Corporate Governance
We constantly recommend to Board of Directors and all WSBP
personnel to implement Good Corporate Governance (GCG)
in WSBP environment with the hope that WSBP business
activities will remain within the scope of applicable laws and
regulations and uphold WSBP’s culture and business ethics.
GCG practices at WSBP have been carried out well, according
to the GCG assessment score for 2022 fiscal year conducted by
the Financial and Development Supervisory Agency (BPKP) of
81,489 in “Good” category. This score has decreased compared
to the results of 2020 GCG assessment conducted by BPKP of
82,253 in “Good” category.
As a Public Company, WSBP strives to always comply
with applicable regulations, including regulations issued
by the Financial Services Authority (OJK) regarding the
implementation of GCG in Public Companies as stipulated in
OJK Regulation No. 21/POJK.04/2015 concerning Guidelines
for Public Company Governance Guidelines and OJK Circular
Letter No. 32/SEOJK.04/2015 concerning Guidelines for Public
Company Governance.
In the view of Board of Commissioners, the implementation of
GCG within WSBP has been running properly in accordance
with prevailing laws and regulations, as well as the expectations
of shareholders and stakeholders, but certainly there is
still a space for improvements. Risk management, internal
control system, and internal audit can still be improved for the
purpose of creating more accountable business processes.
WSBP also carries out Joint Audit with WSBP parent, and
Independent Audit process conducted by Public Accountant
on the Company’s Financial Statements. In order to maintain
the independence of Public Accountant, the appointment
mechanism of Public Accountant is carried out up to the
approval level of Shareholders at the GMS. This mechanism
is expected to create an independent audit process that is
free from conflict of interest from any party.
As part of fulfilling GCG pillars, WSBP has prepared PT Waskita
Beton Precast Tbk’s Good Corporate Governance (GCG) Code
that has been approved by Board of Commissioners based
on Letter No. 100.1/WBP/DK/2022 dated December 8, 2022.
View on the Effectiveness of Risk Management System
Similar with the Internal Control System, Risk Management
is part of GCG principles implementation. As a guideline
for implementation, WSBP Management has established a
Corporate Risk Management Policy which refers to the Board of
Directors’ Decree No. 40.5/SK/WBP/PEN/2015 dated December
1, 2015 concerning Risk Management Procedures of PT Waskita
Beton Precast Tbk. Board of Commissioners strongly supports
WSBP Management’s efforts in increasing the effectiveness
of Risk Management System within WSBP because WSBP is
engaged in the Precast Concrete Industry which is included
in the category of industry with high level of risk, hence a
prudent Risk Management System is needed.
Board of Commissioners together with Risk Management
Committee have carried out monitoring and evaluation of
Risk Management practices, application of risk culture,
and implementation of Risk Management supporting tools
to improve the smooth running of risk management at the
strategic, project and operational levels. The agenda discussed
includes Corporate Risk Register and Process and Risk Heat
Map Evaluation, Risk Management Policy Evaluation, and
Review of the Effectiveness of other related Company Policies
including GCG Policy, Quality and Service Policy, and Company
Organizational Structure. In addition, Board of Commissioners
and Risk Management Committee have also provided input,
advice and directions to the Board of Directors regarding
Company Financial Performance Evaluation, Homologation,
Concrete SPV Establishment Plan in IKN, Organizational
Structure Changes, Vision and Mission, Logo and Tagline,
and Review of the Company’s Internal Policies/Regulations
including the Internal Control System, Systems and IT Policies,
Risk Management Policies, Accounting Guidelines Policies,
Board of Directors Compliance with Applicable Regulations,
and Implementation of GCG Principles.
In connection with the implementation of homologation,
Board of Commissioners advices the Board of Directors to
always update the risk management.
Views on the Effectiveness of Internal Control System
As one of the efforts made to fulfilling GCG pillars, WSBP
has prepared PT Waskita Beton Precast Tbk Internal Control
System Guidelines which are stipulated based on Board of
Directors Decree No. 62.2/SK/WBP/PEN/2019 dated October 21,
2019. The Internal Control System (SPI) is a strategic partner
for Management in carrying out the Internal Oversight function
of WSBP’s Operational and Financial Management. The Head
of SPI is appointed and dismissed by the President Director
after obtaining approval from Board of Commissioners.
Board of Commissioners, assisted by Audit Committee, has
evaluated and approved the proposed changes to Head of
SPI, reviewed the SPI activity plan for 2022 (Annual Audit
Work Program (PKPT), and implementation results and
Internal and External Audit Reports). Most of the 2022 audit
findings, both internal and external, have been followed up
by WSBP Management. In addition, we have also reviewed
the performance of Public Accounting Firm in 2022.
View on the Effectiveness of Whistleblowing System
To be able to maintain and improve the implementation of GCG
pillars, an applicable Whistleblowing System (WBS) process
and mechanism is needed so that the reporting of violations
of GCG principles, WSBP Code of Conduct, and violations of
laws and regulations within WSBP can be implemented.
To maintain the independence of WBS processes and
mechanisms, WSBP has formed a WBS Team that reports
directly to the President Director. Reports can be submitted
through the Whistleblowing System channel provided, namely
via email wbs@waskitaprecast.co.id or directly reported to
the Company’s WBS Team.
In WSBP’s WBS mechanism, Board of Commissioners acts as a
recipient of reports if the reported party is a member of Board
of Directors, or a person who has a special relationship with
a member of Board of Directors. Further handling is handed
over to Board of Commissioners who will be assisted by 2
(two) supporting organs of Board of Commissioners to carry
out inspections and investigations (if necessary).
In order to increase the effectiveness of WBS at WSBP, Board
of Commissioners periodically monitors WBS reports submitted
by the Borad of Directors. According to our assessment,
the implementation of WBS at WSBP has been carried out
effectively. The foregoing is supported by the absence of
complaint reports submitted to the WBS Team in 2022.
Performance Assessment of Supporting Organs Under Board of Commissioners
Throughout 2022, Board of Commissioners considers that the
Secretary of Board of Commissioners and other committees
have carried out their duties and responsibilities properly.
The Secretary of Board of Commissioners has carried out its
duties, including: preparing meetings, preparing minutes of
Board of Commissioners meetings, administering documents
for Board of Commissioners, preparing Work Plans and Budgets
for Board of Commissioners, drafting reports for Board of
Commissioners and carrying out other duties of Board of
Commissioners. Throughout 2022, the Secretary of Board
of Commissioners has prepared 14 (fourteen) meetings for
Board of Commissioners in internal meetings with Audit
Committee and Risk Management Committee and 12 (twelve)
joint meetings with Board of Directors, held working visits for
Board of Commissioners and was active in attending meetings
held by Audit Committee and Risk Management Committee.
In carrying out its duties, functions and responsibilities in the
areas of supervision and providing advice to Board of Directors,
Board of Commissioners is assisted by 2 (two) committees
under the supervision of Board of Commissioners, namely
Audit Committee and Risk Management Committee.
Board of Commissioners also assesses that Audit Committee
and Risk Monitoring Committee have carried out their duties
properly in increasing the transparency, accountability and
quality of financial reports in accordance with applicable
accounting standards as well as reports on WSBP business
activities and results in accordance with GCG principles. In
addition, Audit Committee and Risk Monitoring Committee
have also made maximum efforts to improve the internal
control function in order to achieve effectiveness and
efficiency in managing WSBP resources to obtain optimal
results.
Throughout 2022, the committee has held meetings between
Audit Committee and Risk Management Committee with
Board of Directors and management, which also serves as
a method of monitoring the implementation of their work
plans as stipulated in the 2022 RKAP and 2022 RKAP Revision.
There were 62 committee reviews or memos with issues and
topics, including:
- Discussion of the Application for Approval in Principle for the Establishment of a Special Purpose Vehicle (SPV) in Concrete Production in National Capital City (IKN)
- Discussion of the Application for Approval of the Implementation of PKPU Peace Agreement
- Review of the Approval for 2022 RKAP and 2022 RKAP Revision
- Discussion on Top Corporate Risk Risk Profile for Quarter I-IV 2022
- Company Financial Performance Every Month
- Proposed Changes in Organizational Structure
- Review of the Accounting Guideline Policy, Procurement of Goods and Services Policy, Quality and Service Policy, and HC Management & Management Succession Policy
- Discussion on Changes in Vision and Mission, Logo, and Tagline
- Discussion on Efficiency, Sunk Cost and Company Projections for the next 5 years
- Oversight of the compliance of Board of Directors in implementing laws and regulations, including: Evaluation Results of Risk and Legal Studies, Performance and Settlement of Litigation and Non-Litigation Cases, and Legal studies of action plans and problems that occur. In this regard, throughout 2022 there was no legally enforceable sentencing decision against WSBP and WSBP has shown commitment to agreements and/or commitments made with third parties.
Views on the Company’s Business Outlook
Board of Commissioners views that WSBP has a chance to
grow and survive in 2023. The predicted economic growth
at 4.4% (Source: IMF) with the shadows of recession and
stagflation illustrates that the Indonesian economy is
relatively unfavorable, but the growth in government and
private consumption for infrastructure and consumption
is expected to provide an opportunity for WSBP to recover,
grow and develop.
The Government’s commitment to continuing to increase
infrastructure and construction capacity in Indonesia also
provides positive predictions to encourage positive sentiment
in the national construction industry, thereby enabling
business opportunities that can be utilized by WSBP, both
with Waskita group and independently. Therefore, we always
recommend the Board of Directors to further optimize the
business opportunities that will arise in 2023.
Board of Commissioners also supports the Board of Directors
and Management’s Strategy to focus on consistent
implementation of Financial Homologation and Restructuring
results, operational and financial business transformation,
implementation of non-contributing plant asset divestments,
asset revitalization for operational excellence, obtaining new
working capital, and improving Good Corporate Governance
(GCG) and Risk Management.
Emphasis on a Thing
Homologation
Board of Commissioners views that WSBP’s obligations as
stated in the homologation will be implemented obediently
by WSBP accompanied by concrete steps in efficiency for
WSBP’s going concern.
Company Expenses
Board of Commissioners always supervises and provides advice
and input to the Board of Directors in handling/treating WSBP’s
expenses, including the expenses on unproductive assets.
Internal Control
Board of Commissioners intensively supervises the Board of
Directors to always carry out WSBP internal control in order
to provide added value to WSBP.
Changes in the Composition of Board of Commissioners
Throughout 2022, the composition of PT Waskita Beton Precast
Tbk’s Board of Commissioners of underwent several changes.
Changes in the composition of Board of Commissioners in
2022 and the reasons for changes are as follows:
Name |
Position |
Basis of Appointment |
Basis of Dismissal |
Bambang Rianto |
President Commissioner |
AGMS resolution based on Deed No. 12 dated May 4 2021, made before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta. |
EGMS resolution based on Notarial Deed of Ashoya Ratam, S.H., M.Kn. No. 45 dated December 20, 2022 |
Eka Desniati |
Commissioner |
AGMS resolution based on Deed No. 12 dated May 4 2021, made before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta. |
EGMS resolution based on Notarial Deed of Ashoya Ratam, S.H., M.Kn. No. 45 dated December 20, 2022 |
Agus Budiman Manalu |
Independent Commissioner |
AGMS resolution based on Deed No. 12 dated May 4 2021, made before Jose Dima Satria, S.H., M.Kn., Notary in Jakarta. |
Still actively serving as of December 31, 2021. |
Hadi Sucahyono |
Commissioner |
EGMS resolution based on Deed No. 26 dated September 23, 2020, made before Ashoya Ratam, S.H., M.Kn., Notary in Jakarta. |
EGMS resolution based on Notarial Deed of Ashoya Ratam, S.H., M.Kn. No. 45 dated December 20, 2022 |
Abdul Ghofarrozin |
Independent Commissioner |
EGMS resolution based on Deed No. 61 dated July 26 2017, made before Dina Chozie, S.H., as Alternate Notary of Fathiah Helmi, S.H., Notary in Jakarta. |
2022 Annual General Meeting of Shareholders (AGMS) resolution on June 27, 2022, notarized through Notarial Deed of Titik Krisna Murti Wikaningsih Hastuti, S.H., M.Kn. No. 08 dated July 12, 2022 |
Abianti Riana |
Independent Commissioner |
2022 Annual General Meeting of Shareholders (AGMS) Resolution on June 27, 2022, notarized through Notarial Deed of Titik Krisna Murti Wikaningsih Hastuti, S.H., M.Kn. No. 08 dated July 12, 2022 |
Still actively serving as of December 31, 2021. |
Poerwanto |
Plt. President Commissioner / Commissioner Acting President Commissioner/ Commissioner |
EGMS resolution based on Notarial Deed of Ashoya Ratam, S.H., M.Kn. No. 45 dated December 20, 2022 |
Still actively serving as of December 31, 2021. |
Asep Arofah Permana |
Commissioner |
EGMS resolution based on Notarial Deed of Ashoya Ratam, S.H., M.Kn. No. 45 dated December 20, 2022 |
Still actively serving as of December 31, 2021. |
Final Words
Finally, we, the entire Board of Commissioners of WSBP, would
like to express our highest appreciation to all members of
Board of Directors and all employees of PT Waskita Beton
Precast Tbk who have devoted all their abilities and dedication
in order to promote the optimization of WSBP performance.
We would also like to express our deepest gratitude to all
shareholders and stakeholders for the support that has been
given.
Through strengthening good synergies with all parties related
to WSBP business chain in a sustainable manner, we are
optimistic that PT Waskita Beton Precast Tbk will be able to
achieve strong and sustainable business growth in the future
while also being able to provide added value to shareholders
and stakeholders.
Jakarta April 28, 2023
Board of Commissioners
PT Waskita Beton Precast Tbk
Poerwanto
Plt. President Commissioner/ Commissioner
Acting President Commissioner/ Commissioner