Page 107 - Annual Report 2014

Corporate governance
Directors with multiple board representations and/or other
principal commitments (as defined in the Code) must ensure that
they are able to devote sufficient time and attention to the affairs
of StarHub to adequately carry out their duties as Directors of
StarHub. The NC has reviewed the individual performance of each
Director and is satisfied that all Directors have dedicated adequate
time to the affairs of StarHub and have properly discharged their
duties for the financial year 2014, and will continue to do so in
the financial year 2015. Although no maximum limit has been
formally set by the Board on the number of listed company board
representations a Director with multiple board representations
may hold, the NC is of the view that the duties of all Directors have and opportunities for the Group and thereby make informed and
been fully discharged based on the time and attention devoted
by each Director, their individual abilities and their respective
individual contribution of skills, knowledge and experience and
their commitment to the affairs of StarHub.
The Board does not have any alternate Directors. All Directors
dedicate their personal time and attention to the affairs of StarHub. thus able to access StarHub’s operations and information at a
Board Performance
StarHub believes that Board performance is ultimately reflected
in the performance of the Group. The NC has the responsibility
of assessing the effectiveness of the Board as a whole, and the
contribution of the Board Committees and each Director to the
effectiveness of the Board.
For the financial year ended 31 December 2014, the Board
engaged the assistance of Aon Hewitt Singapore Pte Ltd as
independent external consultants to facilitate and enhance the
annual evaluation process. The evaluation included a review of
detailed questionnaires completed by each Director, which invited
feedback on key areas such as:
• the adequacy of the Board composition;
• the relationship between the Board and Management,
including the level of engagement and flow of information;
• the level and quality of the Directors’ and Board Committees’
contributions and standard of conduct;
• Board processes, including level and timeliness of information
provided to the Board;
• the effectiveness of discussions and debate at Board and
Board Committee meetings;
• the degree of diversity of skills, experience and knowledge of
Board members; and
• the level of guidance and advisory provided to Management.
The results of the performance evaluation exercise are reported
to the NC, in consultation with the Chairman. The NC reviews
and recommends to the Board the steps which need to be
taken to strengthen the Board’s leadership so as to improve
the effectiveness of the Board’s oversight of StarHub. Where
appropriate, Management may also be involved in the review
process, and assist in implementing the measures needed.
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ACCESS TO INFORMATION
Prior to each Board and Board Committee meeting, Management
provides the Directors with timely information relevant to matters
on the agenda for the meeting, except for the sensitive matters
which may be tabled at the meeting itself. Throughout the
financial year, the Board also receives monthly management and
financial reports providing updates on key performance indicators
and financial analysis on the Group, and regular analysts’ reports
and media articles on StarHub and the industry. Collectively, such
reports enable the Directors to keep abreast at all times of key
issues and developments in the industry, as well as challenges
sound decisions.
In addition to and independent of the information provided above,
Management remains available at all times to answer any query
raised by any Director. Frequent dialogue and interaction take
place between Management and the Directors. The Directors are
deeper level, allowing them to better strategise and guide StarHub
in their role as Directors.
Furthermore, the StarHub Board Portal allows Board members to
securely access and read Board/Board Committee papers and
materials electronically at any place and any time, using tablet
devices issued by StarHub.
The Directors have separate and independent access to the
Company Secretaries. The Company Secretaries attend all
Board meetings and are responsible for ensuring that board
procedures are followed and that applicable rules and regulations
are complied with. Under the direction of the Chairman, they
facilitate good information flows within the Board and its Board
Committees, between the Board and Management, and advise
the Board on all legal and governance matters. Secretariat
also facilitates the orientation of new Directors and assists in
arranging professional development and training for Directors
as required. The appointment and the removal of the Company
Secretaries are subject to the Board’s approval.
2. REMUNERATION MATTERS
Procedures for Developing Remuneration
Policies
The Board has instituted a formal and transparent procedure
for developing policies on executive remuneration and for
determining the remuneration packages of individual Directors.
The Board has established the ERCC to ensure this is duly
implemented.
The ERCC comprises the following non-executive Directors, who
are independent of Management:
• Mr Peter Seah Lim Huat (ERCC Chairman);
• Mr Sio Tat Hiang;
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