Page 105 - Annual Report 2014

Corporate governance
In addition to the above, the Directors are free to conduct
independent or collective discussions with Management and
subject matter experts on any area of interest or concern. Where
requested, visits to operations are organised to enable Directors
to have a clear understanding of issues faced at ground level.
StarHub arranges for, and funds the continuous training of the
Directors and regularly organises updates in various forms to keep
the Directors abreast with relevant developments. For the financial Any Director who has an interest or relationship which is likely
year ended 31 December 2014, the following events were conducted:
• Updates were provided on key legal, regulatory, industry
and accounting changes which affect the Group. These are
done during Board meetings, via email updates or specially
convened sessions such as seminars and trainings (including
those conducted by StarHub’s panel law firms and the
Singapore Institute of Directors in conjunction with SGX-ST);
and
• Articles and reports (including industry news and analyst
reports) relevant to the Group’s businesses were circulated to changes to the composition of the Board and Board Committees,
the Directors and uploaded on the StarHub Board Portal for
reference fortnightly.
Board Composition and Guidance
The Board comprises 13 Directors. Mr Tan Tong Hai, the Group
CEO, is the sole executive Director on the Board.
The independent Directors on the Board are: Mr Kua Hong Pak,
Mr Nihal Vijaya Devadas Kaviratne CBE, Mr Teo Ek Tor, Mr Liu
Chee Ming and Mr Robert J. Sachs, representing one third of the
Board. The Chairman, Mr Tan Guong Ching, is not an independent
Director within the meaning of the Code given his chairmanship
at Singapore Technologies Telemedia Pte Ltd.
The NC rigorously reviews the independence of each non-executive
Director annually, particularly those who have served more than
nine years. As at 31 December 2014, five independent Directors
of StarHub, namely Mr Kua Hong Pak, Mr Nihal Vijaya Devadas
Kaviratne CBE, Mr Teo Ek Tor, Mr Liu Chee Ming and Mr Robert
J. Sachs have served on the Board for more than nine years.
The NC recommends, and the Board takes the view that the key
consideration in ascertaining the effectiveness of a Director’s
independence is his ability to exercise independence of mind and
judgement to act honestly and in the best interest of StarHub. When
assessing objectivity and independent judgment, the NC and the
Board consider, inter alia, the approach, character and attitude of independent professional advice at StarHub’s expense should
each non-executive Director, including whether such Director:
• is free from any interest and any business or other
relationship which could, or could reasonably be perceived
to, interfere with the exercise of the Director’s independent
business judgement with a view to the best interests of the
Group; and
• has any material contractual relationship with the Group other
than as a Director.
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After careful rigorous review, the NC recommends, and the Board
is of the firm view that Mr Kua Hong Pak, Mr Nihal Vijaya Devadas
Kaviratne CBE, Mr Teo Ek Tor, Mr Liu Chee Ming and Mr Robert
J. Sachs have each demonstrated the essential independence of
mind and judgement to act in the best interests of StarHub in the
discharge of their Directors’ duties, and therefore considers them
to be independent.
to impact on their independence or conflict with a subject under
discussion by the Board is required to immediately declare his
interest or relationship to the Board, remove himself from the
information flow and abstain from participating in any discussion
or voting on the subject matter.
The Board, through the NC, annually examines its size with a view
to determining the impact of the number of Directors upon its
overall effectiveness. Taking into account the scope and nature
of the operations of the Group, the complexity and requirements
of the business and the need to avoid undue disruptions from
the Board is of the view that its current size of 13 is conducive.
The Board consists of Directors, who are business leaders and
professionals with strong relevant experience in the Group’s
business and industry knowledge. They bring with them core
competencies such as accounting and finance, business and
management experience, strategic planning experience, legal
and regulatory expertise and customer-based experience and
knowledge. In addition, the Directors, as a group, provide an
appropriate balance and diversity of skills, experience (both local
and international), knowledge, culture, race and geography. These
attributes encourage robust and quality deliberations among the
Directors, and mitigate ‘group thinking’ in decision making. The
Board thus enjoys the unique contribution that each Director brings
in the development of the overall strategy of the Group by way
of alternative perspectives and fresh challenges at discussions.
The immense network of contacts across the industry which the
diversity provides has proven invaluable to StarHub.
The Chairman and Directors support the CEO in stakeholder
engagements, such as shareholders, business partners and
regulators.
In furtherance of their duties, Directors are given access to
they deem such advice necessary. Non-executive Directors meet
to discuss, inter alia, Management’s performance, without the
presence of Management at least once a year.
The individual profile of the Directors and all principal
directorships and chairmanships in any listed companies held by
the Directors currently and in the preceding three years, are found
in the ‘Board of Directors’ and ‘Directors’ Particulars’ sections of
the Annual Report.
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