Board of Commissioners

Report of the Board of Commissioners

Annual Report 2025
Submitted by Wilan Oktavian Komisaris Utama
With strong business execution discipline and a focused sustainability strategy, we lead the Company's efforts to maintain its leadership in the precast concrete market. ESG integration is our commitment and foundation for long-term business resilience.
Table of Contents 9 sections
  1. 01 ASSESSMENT OF THE BOARD OF DIRECTORS’ PERFORMANCE IN MANAGING THE COMPANY
  2. 02 SUPERVISION BY THE BOARD OF COMMISSIONERS OVER THE FORMULATION AND IMPLEMENTATION OF THE COMPANY’S STRATEGY BY THE BOARD OF DIRECTORS
  3. 03 OUTLOOK ON THE COMPANY’S BUSINESS PROSPECTS PREPARED BY THE BOARD OF DIRECTORS
  4. 04 OUTLOOK ON IMPLEMENTATION OF CORPORATE GOVERNANCE
  5. 05 OUTLOOK ON IMPLEMENTATION OF WHISTLEBLOWING SYSTEM AND BOARD OF COMMISSIONERS ROLE’S IN WBS
  6. 06 FREQUENCY AND ADVICE GIVEN TO THE BOARD OF DIRECTORS
  7. 07 ASSESSMENT OF THE PERFORMANCE OF COMMITTEES IN SUPPORTING THE BOARD OF COMMISSIONERS
  8. 08 CHANGES IN THE COMPOSITION OF THE BOARD OF COMMISSIONERS AND THE REASONS FOR THE CHANGES
  9. 09 APRESIASI DAN PENUTUP

Dear Shareholders and Stakeholders,

By the grace of Almighty God, the Board of Commissioners presents its views on the journey of PT Wijaya Karya Beton Tbk throughout 2025, which was marked by stronger discipline in business execution and a reaffirmed commitment to sustainable growth. The Company focused on maintaining its leadership in the precast concrete market through more measured plant utilization management, implementation of minimum-operation-based efficiency, and the restructuring of its organization and product portfolio to better adapt to project needs.

At the same time, ESG has been positioned as a crucial factor in business decision-making, influencing investment, product development, and risk management, while maintaining a balance between transparent reporting and protecting its strategic information.

The strengthened reporting theme also reflects the Company’s commitment to developing sustainable business solutions, including accelerated decarbonization through material and energy initiatives, as well as readiness to enhance governance quality and disclosure in line with best practices, including the strengthening of ACGS aspects in the coming period.

ASSESSMENT OF THE BOARD OF DIRECTORS’ PERFORMANCE IN MANAGING THE COMPANY

The Board of Commissioners assesses that throughout 2025, the Board of Directors has managed the Company in an adaptive, measured, and long-term value-oriented manner. Amid increasingly selective industry dynamics, the Board of Directors has been able to maintain the Company’s management direction by strengthening execution discipline, optimizing the business portfolio, improving operational efficiency, and implementing more targeted factory utilization management.

This approach reflects the Board of Directors’ focus on strengthening business quality, rather than merely pursuing volume growth, ensuring the Company maintains a sound foundation to sustain its competitiveness. The Board of Commissioners also notes that the Board of Directors has integrated risk management and corporate governance as critical components of the decision-making process, including through enhanced project selectivity, cost efficiency, and data-driven performance control.

At the same time, the integration of sustainability aspects into product development, operational processes, and the quality of disclosures demonstrates that the Board of Directors has steered the Company toward growth that is increasingly responsible, adaptive, and forward-looking. Overall, the Board of Commissioners views the Board of Directors’ performance in managing the Company during 2025 as moving in a positive direction and serving as a solid foundation for strengthening performance in the coming period.

SUPERVISION BY THE BOARD OF COMMISSIONERS OVER THE FORMULATION AND IMPLEMENTATION OF THE COMPANY’S STRATEGY BY THE BOARD OF DIRECTORS

The Board of Commissioners actively performs its supervisory functions to ensure that the strategies formulated and implemented by the Board of Directors remain aligned with the Company’s objectives of enhancing business quality, operational resilience, and business sustainability.

Throughout 2025, the Board of Commissioners’ oversight will focus on the Board of Directors’ consistency in maintaining plant utilization, improving operational efficiency, strengthening project selectivity, and steering the business portfolio toward more adaptive and value-added opportunities. The Board of Commissioners also paid attention to strengthening transformation through more integrated risk management, data-driven performance control, and the development of strategic enablers that support operational effectiveness and the quality of decision-making.

In terms of sustainability, the Board of Commissioners encourages the tangible integration of ESG into product development, business processes, and disclosure governance, thereby adding value to the Company’s competitiveness while strengthening its credibility in the eyes of stakeholders. Through this oversight, the Board of Commissioners believes that the Company’s strategy is on the right track to maintain business resilience and pave the way for healthier growth in the coming period.

No.TopicRecommendations and Actions of the Board of Commissioners in Supervising the Board of Directors’ Strategy for 2025
1Supervision of the Company’s Work Plan and Long-Term Plan1. Establish oversight policies for the Company’s Work Plan and Long-Term Plan (RKAP/RJPP) implementation. 2. Develop evaluation plans to assess the alignment between work programs and budgets. 3. Submit the evaluation results as part of the annual supervisory report to the GMS.
2Evaluation of the Board of Directors’ Performance1. Assess the performance of the Board of Directors, both collectively and individually, based on Key Performance Indicators (KPIs). 2. Report the evaluation results to the Shareholders through the GMS.
3Governance of remuneration and Nomination1. Determine the structure, policies, and amount of remuneration for the Board of Directors and the Board of Commissioners. 2. Establish selection criteria for candidates for the Board of Directors and the Board of Commissioners. 3. Evaluate the alignment between actual performance and remuneration.
4Oversight of Corporate Compliance1. Review compliance with applicable laws, regulations, and the Company’s Articles of Association. 2. Assess the Company’s commitment to external agreements. 3. Report the findings to the GMS through the annual report.
5Supervision of Goods and Services Procurement1. Establish oversight policies for the procurement system. 2. Provide strategic advice on the implementation of procurement policies. 3. Develop discussion plans related to procurement as part of the Annual Work Plan of the Board of Commissioners.
6Risk Management System1. Prepare a risk management monitoring plan. 2. Evaluate the effectiveness of mitigation policies. 3. Provide input on the risk policies formulated by the Board of Directors.
7Effectiveness of the Whistleblowing and Audit1. Ensure the complaint handling system is managed effectively. 2. Evaluate internal and external audit processes. 3. Ensure readiness of systems and personnel to follow up on complaint reports.
8Appointment of External Auditors1. Prepare recommendations for the Public Accounting Firm to be proposed to the GMS. 2. Assess the appropriateness of the auditor’s fees and ensure their independence. 3. Refer to the Audit Committee’s recommendations when appointing the external auditor.
9Information and Technology Systems1. Establish the Company’s information system policy. 2. Evaluate the effectiveness of the system’s implementation. 3. Guide the improvement of technology-based systems.
10Performance of Subsidiaries and Joint Ventures1. Assess the strategic direction of subsidiaries and joint ventures. 2. Evaluate the appointment process for Directors and Commissioners of subsidiaries.
11Business Strategy and Management1. Provide strategic input on the Company’s long-term business direction. 2. Oversee the consistency of strategies related to expansion, efficiency, and competitiveness. 3. Ensure alignment with the Company’s vision and mission.
12Risk Management (additional verification)1. Review the Company’s risk profile regularly. 2. Ensure the risk management system is integrated into strategic decision-making. 3. Adapt risk policies in response to changes within the industry sector.
13Audit and Compliance (additional verification)1. Monitor the implementation of both internal and external audit systems. 2. Evaluate financial reporting and compliance with applicable regulations. 3. Ensure timely and accountable corrective actions are taken on audit findings.

OUTLOOK ON THE COMPANY’S BUSINESS PROSPECTS PREPARED BY THE BOARD OF DIRECTORS

The Board of Commissioners considers that the Company’s business outlook, as prepared by the Board of Directors for the upcoming period, remains positive. This outlook is supported by the strengthening of WIKA Beton’s position as the market leader in the precast concrete industry in Indonesia. The Company’s advantages, its wide plant network, adequate production capacity, and diverse product portfolio, are viewed as key foundations for maintaining competitiveness amid increasingly selective conditions in the construction industry.

We believe that the Board of Directors’ strategy to maintain plant utilization through the implementation of minimum operation principles, plant management consolidation, and organizational adjustments is appropriate to reduce inefficiencies and maintain asset productivity. This approach not only supports cost efficiency but also ensures that the Company’s installed capacity continues to contribute optimally to financial performance, despite fluctuations in project demand.

From a commercial perspective, we believe that the Company’s business prospects are further strengthened by the development of product and segment differentiation based on technology and specific project requirements. This strategy opens opportunities in niche markets with higher added value, while enhancing revenue quality through projects that require technical excellence and reliable solutions.

We also observe the strengthening of the Company’s green mission as an important factor in maintaining long-term relevance. The development of an ESG strategy that is integrated with cost control demonstrates the Board of Directors’ effort to ensure that sustainability initiatives deliver tangible benefits without creating disproportionate cost burdens.

The Company’s business prospects are further supported by market confidence, as reflected in its historical performance and the communication of its performance and business position through various external channels, including executive summaries presented to stakeholders. We believe that, with this foundation, the Company has strong potential to maintain market leadership and achieve sustainable growth.

OUTLOOK ON IMPLEMENTATION OF CORPORATE GOVERNANCE

The Board of Commissioners places the implementation of Good Corporate Governance (GCG) as a key pillar in maintaining the Company’s business sustainability. Throughout 2025, our oversight was directed at ensuring that governance functions not only as a compliance instrument, but also as a foundation for strategic decision-making that is conducted with integrity, accountability, and a long-term perspective. We believe that the quality of GCG implementation is a critical factor in maintaining the trust of shareholders and stakeholders, while strengthening the Company’s resilience amid the dynamics of the construction industry.

In terms of reporting, we note that the Company has sought to maintain a balance between transparency and the protection of competitively sensitive strategic information. Transparency remains a key principle, supported by prudent judgment to ensure that disclosed information does not reveal strategic details that could weaken the Company’s market position. This approach is considered important to ensure that the Company’s reports remain informative, accountable, and credible, without compromising its long-term business interests.

We also observe the strengthening of ESG governance through a more systematic approach, including the implementation of gap analysis and benchmarking against best practices and third-party assessments. These efforts are intended to identify areas for improvement in ESG policies, procedures, and governance structures, so that the quality of the Company’s sustainability practices continues to improve and aligns with national and international standards. We view this step as part of the maturation process of ESG governance, making it more measurable, consistent, and accountable.

As part of strengthening checks and balances, we positively acknowledge the enhancement of ESG structures and enablers, including the development of sustainability oversight mechanisms involving supervisory functions at the Board of Commissioners level. This structure is considered important to ensure that the ESG agenda is not solely the operational domain of the Board of Directors, but also receives adequate strategic oversight from a governance perspective. In this way, sustainability policies can be implemented in balance with business interests, regulatory compliance, and environmental and social responsibilities.

We also link the quality of GCG implementation with the external recognition received by the Company. The achievement of governance awards and the successful maintenance of the Anti-Bribery Management System certification based on ISO 37001:2016, as stated in the Company’s Executive Summary, indicate that the governance practices implemented have received independent recognition. In quantitative terms, these achievements may be reflected, for example, in a GCG assessment score of 97.59 or a governance rating in the ‐very good‑ category. Nevertheless, the Board of Commissioners emphasizes that external recognition is not the ultimate objective, but rather a means to continuously drive improvement.

In terms of sustainability reporting governance, we encourage the Company to develop a more structured sustainability roadmap, including annual targets, performance indicators, and clear achievement narratives. This roadmap is expected to be based on actual performance while maintaining appropriate information boundaries to avoid disclosing competitively sensitive strategic details. This approach will enhance the quality of ESG disclosure and strengthen the credibility of reports to stakeholders.

Overall, we believe that the implementation of corporate governance at WIKA Beton throughout 2025 has shown increasing maturity. Efforts to maintain a balance between transparency and the protection of strategic information, strengthen ESG structures, improve reporting quality, and obtain external recognition for governance practices provide a strong foundation for the Company’s business sustainability. We are confident that consistent strengthening of GCG will continue to support healthy, ethical, and competitive long-term growth.

OUTLOOK ON IMPLEMENTATION OF WHISTLEBLOWING SYSTEM AND BOARD OF COMMISSIONERS ROLE’S IN WBS

The Board of Commissioners considers the Whistleblowing System (WBS) to be an important instrument in maintaining the integrity, transparency, and accountability of the Company’s management. Throughout 2025, we ensured that the WBS mechanism functioned effectively as a channel for reporting alleged violations, including policy deviations, ethical breaches, and potential fraud within the Company. The system is positioned not only as a control tool but also as a reflection of the Company’s commitment to fostering a culture of integrity.

We carried out our role by ensuring that WBS reporting channels are adequately accessible, professionally managed, and followed up in an objective and traceable manner. Reports are handled through a structured process, allowing each submission to be verified, analyzed, and resolved in accordance with applicable regulations. We emphasize the importance of proper documentation and a clear audit trail as part of system accountability.

In carrying out its supervisory function, we are supported by the Audit Committee and the Internal Audit Unit (SPI), which play a role in evaluating the effectiveness of internal controls, regulatory compliance, and the integrity of audit processes, including those related to the Whistleblowing System (WBS). The synergy among the Board of Commissioners, the Audit Committee, and the Internal Audit Unit ensures that the violation reporting system is fully integrated into the Company’s overall internal control framework.

We also emphasize the importance of protecting whistleblowers and maintaining the confidentiality of the reporting process. Assurance of confidentiality and protection against potential retaliation are considered key factors in maintaining trust in the WBS. With such protection in place, the Board expects all employees and external stakeholders to feel confident in using the WBS as a means of safeguarding the Company’s integrity and credibility.

FREQUENCY AND ADVICE GIVEN TO THE BOARD OF DIRECTORS

Throughout 2025, the Board of Commissioners continuously carried out its advisory and strategic guidance role to the Board of Directors as part of its supervisory and control functions. Advice was primarily provided through internal meetings of the Board of Commissioners and joint meetings with the Board of Directors. When necessary, we also issued written recommendations to formalize strategic directions that required specific follow-up and proper documentation.

In these forums, we provided input on key strategic matters, including operational and financial performance, risk management, business sustainability, and the consistent implementation of established strategies. We also paid close attention to the strengthening of ESG initiatives, the quality of reporting, and the setting of realistic and measurable targets, to ensure that the strategies implemented by the Board of Directors remain aligned with prudence, good governance principles, and the Company’s long-term interests.

The advice and guidance provided by the Board of Commissioners were not only evaluative but also proactive, particularly in encouraging improvements in decision-making quality, execution discipline, and the strengthening of internal control mechanisms. Through joint meetings, we gained direct insight into the operational challenges faced by the Board of Directors, enabling the recommendations provided to be contextual and practical.

Throughout 2025, we held 12 (twelve) internal meetings and 12 (twelve) joint meetings with the Board of Directors. The frequency, agenda, and substance of these meetings were based on the Board of Commissioners’ annual work plan and were fully recorded in official meeting minutes as part of the Company’s formal documentation. These minutes serve as the basis for monitoring the follow-up of all advice and recommendations provided.

All strategic directions resulting from these meetings were documented in the meeting resolutions or, when necessary, in formal Decrees of the Board of Commissioners. This approach ensures that the advisory process is conducted in a systematic, accountable, and traceable manner, thereby supporting effective supervision and the sustainable management of the Company.

ASSESSMENT OF THE PERFORMANCE OF COMMITTEES IN SUPPORTING THE BOARD OF COMMISSIONERS

Throughout 2025, the committees under the Board of Commissioners provided adequate support for the performance of oversight functions through more structured discussions, the submission of minutes and recommendations, and the review of issues requiring the Board of Commissioners’ attention. This support strengthened the quality of oversight and helped ensure that the Company’s management remained within the parameters of prudence, compliance, and good governance.

The Audit Committee’s role is reflected in its support for oversight of the reliability of financial statements, the effectiveness of the audit process, internal controls, and the Company’s compliance with applicable regulations. Through regular meetings, discussions of audit results, and the submission of minutes and feedback to the Board of Commissioners, this committee helps deepen the review process of aspects that affect the integrity of reporting and the quality of the Company’s management.

The contributions of the Nomination, Compensation, and Risk Oversight Committee are evident in its support for a more integrated approach to discussions regarding nominations, compensation, performance evaluations, and risk oversight. Adjustments to the committee’s nomenclature and composition during the current year provide a more focused foundation for the execution of these functions, ensuring that the recommendations presented to the Board of Commissioners are increasingly relevant in maintaining alignment between the organization’s needs, the principle of prudence, and the Company’s risk management direction.

Strengthened oversight of the implementation of integrated governance and Good Corporate Governance is also supported by the role of the Integrated Governance and Good Corporate Governance Committee, which was established in 2025 through a nomenclature adjustment to clarify the focus of oversight in this area. Through periodic evaluations, the provision of professional and independent input, and monitoring of the implementation of governance, corporate ethics, and follow-up on recommendations, this committee provides a more adequate basis for the Board of Commissioners to promote the continuous strengthening of governance within the Company and its subsidiaries.

CHANGES IN THE COMPOSITION OF THE BOARD OF COMMISSIONERS AND THE REASONS FOR THE CHANGES

Based on the Deed of Minutes of the Annual General Meeting of Shareholders of PT Wijaya Karya Beton Tbk No. 03 dated June 2, 2025, the composition of the Board of Commissioners in 2025 changed once.

APRESIASI DAN PENUTUP

The Board of Commissioners of PT Wijaya Karya Beton Tbk sincerely appreciate the Board of Directors and all employees for their consistent commitment to maintain the Company’s performance throughout 2025. Discipline in strategy execution, strengthening operational efficiency, and more measured management of factory utilization are clear evidence of the dedication of all ranks in strengthening the quality of the Company’s business amid the dynamics of the construction industry, which increasingly demands caution and precision in management.

We also appreciate the Board of Directors’ steps in strengthening ESG integration into business processes and risk management. The initiative to accelerate decarbonization through a material-based approach, energy, and more sustainable water and waste management shows that sustainability is not positioned as a complement, but as part of the foundation for the Company’s strategic decision-making. This approach is important in building long-term competitiveness that is responsible and adaptive to global demands.

In addition, we emphasized the importance of consistency in sustainability reporting governance through the development of a more structured roadmap, supported by an information technology roadmap, maturity measures, and the use of sustainability dashboards as a basis for program verification and performance achievement. Strengthening this system will improve the quality of transparency, accountability, and credibility of the Company’s reports to all stakeholders.

We invite all stakeholders to continue supporting the Company’s transformation towards competitive and sustainable growth, while maintaining the right balance between information disclosure and the protection of sensitive competitive strategic information.

As a closing remark, the Board of Commissioners reaffirms its commitment to continue performing its supervisory and advisory functions objectively, independently, and responsibly, to ensure that the Company remains adaptive, integrity-driven, and capable of addressing industry challenges sustainably.

Changes in Composition
Before
  • Eko Sujiyanto Komisaris Utama
  • R. Permadi Mulajaya Komisaris
  • Miftachul Munir Komisaris
  • Iswandi Imran Komisaris Independen
  • Nita Prihutaminingrum Komisaris Independen
After
  • Wilan Oktavian Komisaris Utama
  • Tjia Marwan Komisaris
  • Dwi Gawan Islandhi H. B. Komisaris Independen
On Behalf of the Board of Commissioners,
Wilan Oktavian Komisaris Utama Board of Commissioners · 2025