Page 109 - Annual Report 2014

Corporate governance
non-executive Directors with the interests of shareholders and
the long-term interests of StarHub.
Cash Component
Each non-executive Director receives a basic retainer fee,
attendance fee and travel allowance (for overseas Directors).
Non-executive Directors who perform additional services in
Board Committees receive additional fees. The Board Chairman
and the Chairman of each Board Committee also receive a higher
fee compared with the members of the Board and the respective
Board Committees, in view of the greater responsibility carried by
that office.
Share Component
The restricted share awards consist of the outright grant of fully
paid shares, without any vesting conditions attached. However,
in order to encourage alignment of the interests of the non-
executive Directors with the interests of shareholders, non-
executive Directors who receive the restricted share awards are
required to hold shares in StarHub worth at least the prevailing
annual basic retainer fee, or the aggregate of (a) the total
number of shares awarded as part of their remuneration for the
financial year ended 31 December 2011 and each subsequent
financial year thereafter and (b) 50% of the total number of shares A.
awarded from the financial year ended 31 December 2007 to 31
December 2010, whichever is lower. Non-executive Directors
can only dispose of all their shares one year after ceasing to be a
Director. The number of shares to be awarded to a participating
non-executive Director will be determined by reference to the
volume weighted average price of a share on the SGX-ST over
the 14 trading days commencing on the ex-dividend date that
immediately follows the forthcoming AGM. The number of shares
to be awarded will be rounded down to the nearest hundred, with
cash to be paid in lieu of the remaining shares arising.
Table 2
Annual Fees for the Board
Board Chairman:
Non-Executive Director:
Additional Annual Fees for the Board Committees
Type of Committee
Audit Committee
Nominating Committee
Executive Resource and Compensation Committee
Strategy Committee
Risk Committee
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The non-executive Directors’ remuneration for the financial
year ended 31 December 2014 will be subject to shareholders’
approval at the forthcoming AGM. (Table 2)
During the financial year ended 31 December 2014, no employee
of the Group whose remuneration exceeded $50,000 per annum
was an immediate family member of any Director or the CEO.
Details of the share awards granted by StarHub to the non-
executive Directors under the StarHub Restricted Stock Plan can
be found in the Directors’ Report.
CEO/Executive Director and Key Management Personnel
Remuneration
The ERCC seeks to ensure that the level and mix of remuneration
of the CEO and key management personnel are competitive and
relevant, aligned with shareholders’ interest and promote long-
term success of the Group.
Remuneration for the CEO1 and key management personnel
comprises a fixed component, variable cash component, share-
based component and market-related benefits:
Fixed Component:
The fixed component comprises the base salary, Annual Wage
Supplement and fixed allowances.
B. Variable Cash Component:
The variable cash component includes the Annual Variable
Bonus and Economic Value Added (EVA) Incentive Plan.
Annual Variable Bonus (AVB)
The AVB is a cash-based incentive for CEO and key
management personnel, which is linked to the achievement of
annual performance targets.
1 As executive Director, the CEO is remunerated as a key management personnel of
StarHub. He does not receive Directors’ fees for his Board directorship with StarHub.
$165,000
$65,000
Chairman Member
$43,000 $25,000
$24,000 $15,000
$30,000 $16,000
$30,000 $16,000
$30,000 $16,000
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