Page 106 - Annual Report 2014

Chairman and CEO
In StarHub, there is a clear division in responsibilities between the •
leadership of the Board and Management. The Chairman and the
CEO of StarHub are separate persons, ensuring an appropriate
balance of powers, increased accountability and greater capacity
for the Board to make independent decisions. No one individual
holds considerable concentration of power within the Group.
The Chairman is Mr Tan Guong Ching. He is a non-executive
Director and is unrelated to the CEO. He:
• leads the Board to ensure its effectiveness on all aspects of
its role;
• sets the agenda and ensures that adequate time is available
for discussion of all agenda items, in particular strategic
issues;
• promotes a culture of openness and debate at the Board;
• ensures that the Directors receive complete, adequate and
timely information. He works with the CEO in relation to the
Board’s requirements for information to contribute effectively
to the Board decision-making process;
• encourages effective communication with shareholders;
• encourages constructive relations within the Board and
between the Board and Management. As the primary link
between the Board and Management, he provides continuity
between Board meetings and thereby oversees the effective
implementation of the Board’s decisions;
• facilitates the effective contribution of non-executive
Directors; and
• promotes high standards of corporate governance.
The CEO is Mr Tan Tong Hai. He leads the Management, and is
responsible for the day-to-day running of the Group’s business
operations and the effective implementation of the Group’s
strategies and policies.
The Board does not have a lead independent Director. The NC
and the Board are of the view that the appointment of a lead
independent director is not necessary as the Board has sufficient
independence given that: (a) the Chairman and the CEO are
separate persons; (b) the Chairman and the CEO are not family
members; (c) the Chairman is not part of the Management
team; and (d) the Directors are able to exercise objective and
independent judgement.
Board Membership
StarHub has instituted a formal and transparent process for the
selection, appointment and re-appointment of Directors to the
Board. To this end, the Board has established the NC to lead on
this process with written terms of reference clearly setting out its
authority and duties.
The NC comprises the following non-executive Directors, who are
independent of Management:
StarHub Ltd | Annual Report 2014
• Mr Peter Seah Lim Huat (NC Chairman); Overview
Mr Sio Tat Hiang; and
• Mr Teo Ek Tor. Strategy
During the financial year ended 31 December 2014, the NC held Performance
three meetings.
Governance
The Board notes that the NC Chairman and Mr Sio Tat Hiang are
not considered independent within the meaning of the Code given Financials
their directorships at STT Communications Limited. However, after
due consideration, the Board and the NC are of the view that such
appointments do not interfere with the exercise of independent
judgement by the NC Chairman and Mr Sio on the Board or prevent
them from acting objectively in the best interests of the Group
in carrying out their duties. The Board and the NC further note
that the NC Chairman and Mr Sio are not involved in the day-
to-day running of the Group’s business and operations, and are
independent of Management, with a clear separation of role from
Management in the deliberations of the NC.
In considering each candidate (whether new or for re-
appointment), the NC considers several factors, including the
composition, diversity and progressive renewal of the Board,
each candidate’s competencies, commitment, contribution and
performance (including attendance, preparedness, participation
and candour), potential conflicts of interest, and the evolving
needs of StarHub. This is to ensure that an appropriate balance
of skills, experience, expertise and diversity is maintained on
the Board. External consultants are engaged to assist with the
selection process as necessary. All new appointments to the
Board are subject to the approval of StarHub’s regulators, the
Info-communications Development Authority of Singapore and
the Media Development Authority of Singapore.
In accordance with StarHub’s Articles of Association, all Directors
who are appointed by the Board are subject to retirement at
the first Annual General Meeting (AGM) of StarHub subsequent
to their appointment. One-third of all the other Directors shall
retire by rotation at each AGM provided always that all Directors
shall retire from office at least once in every three years. The
Directors retiring from office shall be eligible for re-election by
the shareholders.
Every year, the NC reviews and considers the independence of
each Director. If the NC considers a Director to be independent,
notwithstanding that he has one or more of the specific
relationships mentioned in the Code, it provides its view to the
Board for the Board’s consideration. Conversely, the NC has the
discretion to consider that a Director is not independent even
if he does not fall within the circumstances set out in the Code,
and similarly provides its views to the Board for the Board’s
consideration. The NC has considered and is of the view that all the
independent Directors are sufficiently independent and are able to
objectively exercise their judgement in the interest of StarHub.
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