Page 103 - Annual Report 2014

Corporate governance
Transparency, accountability and integrity: StarHub’s cornerstones for a sound and sustainable business.
Corporate Governance Statement
To ensure the long-term success of the Group and value creation
to all stakeholders, StarHub is committed to continued good
corporate governance practices and to promote transparency,
accountability and integrity.
Corporate Governance Report 2014
Throughout the financial year ended 31 December 2014,
StarHub has adhered in all material aspects to the principles and
guidelines of the Code of Corporate Governance (Code) issued by
the Monetary Authority of Singapore on 2 May 2012.
StarHub has maintained its corporate governance framework, and
reviewed and refined its governance policies and practices, in the
context of a dynamic and fast moving business environment.
1. BOARD MATTERS
The Board’s Conduct of Affairs
The Board leads, directs and works closely with the Management,
with a view to the long-term success of the various businesses of
the Group.
The Board’s Role
The Board takes on the following roles in StarHub. It:
• provides entrepreneurial leadership and guidance to
Management and steers the Group through its strategy and
corporate plan;
• ensures that the necessary financial and human resources
are in place for the Group to meet its objectives;
• establishes a framework of prudent and effective controls
which enables risks to be assessed and managed in order to
safeguard shareholders’ interests and StarHub’s assets. This
framework is supported by clear and robust procedures and
delegated authorities;
• regularly reviews management performance. At every Board
meeting, the Board reviews detailed operational and financial
updates which are provided by Management;
• assesses, discusses and approves key operational and
business initiatives, major funding and investments proposals;
• recognises that the perceptions of key stakeholder groups
affects StarHub’s reputation, identifies the key stakeholder
groups (which include customers, suppliers, and business
partners) and guides Management in StarHub’s strategy
and approach in addressing the concerns of these key
stakeholder groups;
• sets StarHub’s values and standards (including ethical
standards), to ensure that the Group’s obligations to shareholders
and stakeholders are well understood and duly met;
• provides guidance on sustainability issues, such as
environmental and social factors, as part of the Group’s
strategic formulation, and encourages StarHub to take an
active role in such issues; and
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• ensures the Group’s compliance with all relevant laws and
regulations.
Directors, collectively and individually, are obliged to act in
good faith and consider the best interests of StarHub and all its
shareholders at all times.
The Board has established a policy on relevant authority and
approval limits for capital and operating expenditure, acquisition
and disposal of investments, procurement of goods and services,
bank facilities and cheque signatories. Within this framework, the
Board has set authority and approval sub-limits for delegation to
various Management levels to optimise operational efficiency.
Board Committees
The Board has established the following Board Committees to
facilitate the discharge of its functions:
• the Audit Committee (AC);
• the Nominating Committee (NC);
• the Executive Resource and Compensation Committee (ERCC);
• the Strategy Committee (SC); and
• the Risk Committee (RC).
Additional Board Committees may be formed as necessitated by
business imperatives.
The Board delegates specific areas of responsibilities to each
Board Committee. Each Board Committee is required to operate
and make decisions on matters within its terms of reference and
applicable limits of authority.
The Board reviews the decisions made by each Board
Committee. Minutes of the meetings of the AC, the SC and the
RC are circulated to the Board to keep all Directors updated on
the outcome of the meetings, decisions and activities of the
respective Board Committees.
Where the role of the Board Committee is to review and make
recommendations, the Board Committee recommends the
course of action to the Board for its consideration and decision.
One such Board Committee is the SC for which non-executive
Directors and co-opted members who are independent of
Management have been appointed. They are:
• Mr Nihal Vijaya Devadas Kaviratne CBE (SC Chairman);
• Mr Tan Guong Ching;
• Mr Steven Terrell Clontz;
• Mr Lim Ming Seong;
• Mr Liu Chee Ming;
• Mr Robert J. Sachs; and
• Mr Stephen Geoffrey Miller (co-opted).
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