Page 108 - Annual Report 2014
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• Mr Lim Ming Seong; and • assessing and approving performance share awards and Overview
• Mr Teo Ek Tor. restricted stock awards under StarHub’s approved share
plans, and recommending to the Board for approval the grant Strategy
During the financial year ended 31 December 2014, the ERCC held of share awards to Directors and key management personnel;
four meetings. Performance
• assessing and approving candidates for key appointments;
The Board notes that the ERCC Chairman, Mr Sio Tat Hiang and Governance
and Mr Lim Ming Seong are not considered independent within
the meaning of the Code given their directorships at STT • overseeing the development of Management and reviewing Financials
Communications Limited. However, after due consideration, the succession plans for key positions in the Group.
Board and the NC are of the view that such appointments do not
interfere with the exercise of independent judgement by the ERCC All decisions by the ERCC are made by a majority of votes of the
Chairman, Mr Sio and Mr Lim on the Board or prevent them from ERCC members present and voting.
acting objectively in the best interests of the Group in carrying
out their duties. The Board and the NC further note that the ERCC No ERCC member or any Director is involved in deliberations
Chairman, Mr Sio and Mr Lim are not involved in the day-to- in respect of any remuneration, compensation, share-based
day running of the Group’s business and operations, and are incentives or any form of benefits to be granted to him, or where
independent of Management, with a clear separation of role from there are conflicts of interests. The CEO is present at all ERCC
Management in the deliberations of the ERCC. discussions on the compensation and incentive policies, such
as share awards, bonus framework, salary and other incentive
In overseeing StarHub’s remuneration policies, the ERCC’s schemes, of StarHub’s key staff save for ERCC discussions which
key duties are to review and recommend to the Board for relate to his own compensation, terms and conditions of service
endorsement: or the review of his performance, for which he absents himself.
• the general remuneration framework and specific The ERCC has access to expert professional advice on
remuneration packages for key management personnel remuneration of the Board and executives. The ERCC
(as defined in the Code); and has appointed Carrots Consulting Pte Ltd (Carrots) as its
remuneration consultant and is satisfied that the independence
• the remuneration framework (including Directors’ fees, and objectivity of Carrots, is not affected by any relationship
allowances and share-based awards) for each Director. between StarHub and Carrots.
When reviewing and recommending the remuneration framework The ERCC reviews StarHub’s obligations arising in the event of
and packages, the ERCC covers all aspects of remuneration termination of the executive Director and/or any key management
including but not limited to Director’s fees, salaries, allowances, personnel’s contracts of service, to ensure that such contracts
bonuses, options, share based incentives and awards, and of service contain fair and reasonable termination clauses. The
benefits in kind. The framework and packages are to be linked to: ERCC aims to be fair and avoid rewarding poor performance. Prior
to any such termination, the ERCC’s approval is required.
• the performance of StarHub, the Group and the individuals; During the financial year 2014, the ERCC engaged Carrots to
• industry practices and compensation norms; and conduct a Pay-for-Performance Alignment Study. The results
• the need to attract key management personnel to ensure showed Pay-for-Performance alignment for StarHub in both
absolute and relative terms over the 3-year period from financial
continuing development of talent and renewal of strong years 2011 to 2013. Carrots also conducted a Compensation Risk
leadership for StarHub. Assessment. ERCC reviewed the various compensation risks that
may arise and introduced mitigating policies to better manage
With regards to the CEO and key management personnel, the risk exposure identified. ERCC has been undertaking periodic
ERCC ensures that remuneration paid to them is strongly linked to reviews of the compensation-related risks.
the achievement of business and individual performance targets.
The performance targets are determined by the ERCC and are Level and Mix of Remuneration
set at realistic yet stretched levels each year to motivate a high Disclosure on Remuneration
degree of business performance with emphasis on both short and Non-Executive Directors’ Remuneration
long-term quantifiable objectives.
Non-executive Directors receive 70% of their directors’
In addition, the ERCC oversees the following: remuneration in cash and the remaining 30% in share awards
granted pursuant to the StarHub Restricted Stock Plan. This
• succession planning for the CEO, the CFO and other key remuneration structure encourages non-executive Directors to
officers. Potential candidates for immediate, medium and hold shares in StarHub so as to better align the interests of the
long term needs are identified each year;
StarHub Ltd | Annual Report 2014 105
