Page 114 - Annual Report 2014

possible improprieties in matters of financial reporting or The AC conducts a review on the adequacy and effectiveness
other matters, and such concerns will be independently
investigated and appropriate follow-up action(s) will be taken.
The AC has explicit authority to investigate any matter within
its terms of reference, with full access to and co-operation
by Management. The AC also has full discretion to invite any
Director or executive officer to attend its meetings, and to require
Management to provide it with such reasonable resources to
enable it to discharge its functions properly.
The AC has performed a review of the independence and objectivity
of the external auditors, and also a review of the volume and type
of non-audit services provided by the external auditors during the
financial year ended 31 December 2014. The aggregate amount of
external auditors’ fees for financial year ended 31 December 2014
and the breakdown for the audit and non-audit services are set out
in Note 19.3 to the Financial Statements of the Annual Report.
Based on the information, the AC is satisfied that the
independence of the external auditors has not been
compromised by the provision of the non-audit services and
that Rules 712 and 715 of the SGX-ST Listing Manual have
been complied. Accordingly, the AC has recommended to the
Board that KPMG LLP be nominated for re-appointment as the
Group’s external auditors at the 2015 AGM. To further maintain
the independence of KPMG LLP, the AC ensures that the audit
partner in-charge of the Group is rotated every five years.
Further, the Board ensures that a former audit partner will not be
appointed as an AC member of StarHub within 12 months upon
his or her cessation as KPMG LLP partner and for so long as he
or she has any financial interest in KPMG LLP.
Internal Audit
The internal audit function of the Group is carried out by RSM
Ethos Pte. Ltd. (internal auditor), an independent firm. The internal
auditor is guided by the Standards for the Professional Practice of
Internal Auditing, prescribed by the Institute of Internal Auditors.
The internal auditor reports to the AC functionally, and to the
CEO and CFO of StarHub administratively. The AC approves
the appointment, removal, evaluation and compensation of the
internal auditor. The internal auditor has unfettered access to
all StarHub’s documents, records, properties and personnel,
including access to the AC.
The internal auditor adopts a risk-based auditing approach
in developing the annual internal audit plan, which focuses
on material internal controls, including financial, operational,
compliance and information technology controls, across the
Group’s business. The internal audit plan is submitted to the
AC for its review and approval at the start of each financial year.
Quarterly internal audit reports are submitted to the AC detailing
the internal auditors’ progress in executing the audit plan and any
major findings and corrective actions taken by Management.
StarHub Ltd | Annual Report 2014
Overview
of the internal audit function annually, to ensure that StarHub
maintains an effective internal audit function that is adequately Strategy
staffed and independent of the activities it audits.
Performance
During the financial year 2014, the AC met with the internal
auditor at least once a year without the presence of Management. Governance
4. SHAREHOLDER RIGHTS AND RESPONSIBILITIES Financials
Shareholder Rights
StarHub respects shareholders’ rights and promotes the fair and
equitable treatment of all shareholders. StarHub keeps all of its
shareholders sufficiently informed of its corporate affairs and
activities, including any changes in StarHub or its business which
may materially affect the price or value of StarHub shares, on a
timely basis.
All new material price-sensitive information is disclosed on
an adequate, accurate and timely basis via the SGXNET. The
SGXNET announcements are also posted on StarHub’s Investor
Relations website. StarHub recognises that the release of timely
and relevant information is central to good corporate governance
and assists shareholders to make informed investment decisions.
All shareholders are entitled to attend and vote at general
meetings and are afforded the opportunity to participate
effectively in the general meetings. StarHub’s Articles of
Association allow a shareholder to appoint up to two proxies
to attend and vote in his or her place at general meetings.
Shareholders, who hold shares through nominees such as CPF
and custodian banks, may attend AGM as observers without being
constrained by the two-proxy rule, subject to availability of seats.
5. COMMUNICATION WITH SHAREHOLDERS
StarHub protects and facilitates the exercise of shareholder’s
rights. StarHub reaches out to its shareholders through
regular, effective and non-discriminatory communication with
shareholders.
StarHub provides regular and timely information to the
investment community regarding the Group’s performance,
progress and prospects as well as major industry and corporate
developments and other relevant information. StarHub solicits
and considers the views of the shareholders via: (a) periodic
analyst and media briefings throughout the year; (b) the CEO
and Investor Relations team meeting with institutional investors
regularly, through international road shows and conferences
organised by major brokerage firms; and (c) via third-party
perception studies on StarHub.
Apart from the SGXNET, the StarHub IR website at www.starhub.
com/ir is the primary source of information for the investors.
It houses all media releases, financial results, annual reports,
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