Page 113 - Annual Report 2014
P. 113

Corporate governance

The Board, upon recommendation by the RC, approved a Risk             environment and scope of operations. This view has been derived
Appetite Statement to provide guidance to the Management on           based on the risk management system and internal controls
key risk parameters. StarHub is committed to upholding high           established and maintained by the Group; reviews performed by
standards of corporate governance and applying consistent             Management, as supported by findings by external and internal
and effective risk management to enhance shareholder                  auditors; relevant assurance by CEO and CFO pursuant to the
value. The Group faces a variety of internal and external risks       Code; and has the concurrence of the AC.
due to complex business operations and the dynamic and
competitive market in which it operates. The Group recognises         Audit Committee
risk management as an optimisation of the risk-reward                 The AC comprises the following non-executive Directors, with a
relationship, within known and agreed risk appetite levels.           majority (including the AC Chairman) being independent Directors:
The Group will manage or avoid situations or actions that risk
having a negative impact on its reputation and brand, network         •	 Mr Kua Hong Pak (AC Chairman);
integrity and business continuity. StarHub seeks to treat its         •	 Mr Nihal Vijaya Devadas Kaviratne CBE (independent
customers reasonably and fairly. StarHub requires its staff to
uphold integrity. StarHub also seeks to meet applicable legal              Director);
and regulatory requirements. The Group is prepared to take            •	 Mr Teo Ek Tor (independent Director); and
measured risks to seek new growth and pursue value-creation           •	 Mr Lim Ming Seong.
opportunities as they arise, while leveraging its current scale and
core strengths.                                                       During the financial year ended 31 December 2014, the AC
                                                                      held four meetings and met with the external auditors without
The RC is assisted by the Management Risk Committee                   Management at least once.
(MRC), which oversees and co-ordinates enterprise-wide risk
management efforts across the Group. The MRC also proactively         The AC members are appropriately qualified to discharge their
identifies existing and emerging significant risks, and manages       responsibility and collectively have strong accounting and related
them at the enterprise level within StarHub.                          financial management expertise and experience. The AC’s key
                                                                      responsibilities include:
The RC has authority to investigate any matter within its
terms of reference, and has full access to and co-operation by        •	 reviewing and approving quarterly and year-end financial
Management. The RC will also have full discretion to invite any            results announcements and financial statements, before
Director or executive officer to attend its meetings, and to require       recommending to the Board for approval;
Management to provide it with such reasonable resources to
enable it to discharge its functions properly.                        •	 monitoring compliance with relevant statutory and listing
                                                                           requirements to ensure the integrity of the Group’s financial
In terms of internal controls, independent audits are conducted            statements, including the relevance and consistency of the
by the external and internal auditors on the effectiveness of the          accounting principles adopted;
Group’s key internal control systems. The AC is responsible for
reviewing the audit reports and assessing the effectiveness           •	 reviewing and reporting to the Board at least annually the
of the actions taken by Management in resolving any lapses                 adequacy and effectiveness of StarHub’s internal controls,
or weaknesses based on the recommendations made by                         including financial, operational and compliance controls;
the external and internal auditors, and taking into account
Management’s views.                                                   •	 reviewing the effectiveness of the Group’s internal audit function;
                                                                      •	 reviewing the scope and results of the external audit, and the
For the financial year ended 31 December 2014, the Board has
received assurance from CEO and CFO that (a) the financial                 independence and objectivity of the external auditors (with
records have been properly maintained and the financial                    regard to the nature, extent and cost of non-audit services
statements give a true and fair view of StarHub’s operations               provided by the external auditors during the financial year);
and finances; and (b) StarHub’s risk management and internal          •	 reviewing interested person transactions to ensure
control systems (including financial, operational, compliance and          compliance with the SGX-ST Listing Manual and the
information technology controls) are adequate and effective.               Shareholders’ Mandate that is renewable annually;
                                                                      •	 making recommendations to the Board on the proposals to the
For the financial year ended 31 December 2014, the Board is of             shareholders on the appointment, re-appointment and removal
the view that the risk management system and internal controls             of the external auditors, and approving the remuneration and
of the Group, including financial, operational, compliance and             terms of engagement of the external auditor;
information technology controls, are adequate and effective           •	 commissioning and reviewing findings of internal
in meeting the needs of the Group in its current business                  investigations into suspected fraud, irregularity or failure of
                                                                           internal controls or violation of any law that is likely to have a
                                                                           material impact on the Group’s results; and
                                                                      •	 reviewing StarHub’s Whistle Blowing Policy and the
                                                                           arrangements therein by which employees of StarHub and
                                                                           any other persons may, in confidence, raise concerns about

110                                                                   many lives of hubbing
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