Page 115 - Annual Report 2014

Corporate governance
SGXNET announcements, presentation materials, archived
webcasts and conference calls, and other corporate information
relating to the Group. The website is regularly updated. Investors
may also elect to be notified of any new updates via an e-mail
alert service. New material price-sensitive information such as
financial results are however, released through SGXNET before
any media or analyst conferences are conducted or posted on
the StarHub IR website. This ensures fair and non-selective
disclosure of information to all investors.
Shareholders may direct their queries and concerns to the
StarHub IR team at the contact particulars given at the StarHub
IR website. The StarHub IR team is also prompt in keeping
Management fully apprised of shareholder views and sentiments.
StarHub declares dividend on a quarterly basis, and informs its
shareholders of the dividend payments in the respective quarterly
and full year financial results announcements via the SGXNET.
6. CONDUCT OF SHAREHOLDER MEETINGS
At general meetings, StarHub encourages shareholder
participation through active discussion at the question and
answer session.
Notices of the AGM, together with the annual reports are issued
to all shareholders (including foreign shareholders) at least 21
days prior to the scheduled AGM. This provides ample time for
shareholders to review the notice of AGM and annual reports before
the AGM and if they wish, appoint their proxies to attend the AGM.
As part of StarHub’s commitment towards more environmentally-
friendly and sustainable efforts, electronic copies of annual reports
(in the form of a CD-ROM) are issued. Shareholders may elect to
receive hardcopies of annual reports upon request.
All Directors (in particular the Chairman of the Board and the
respective Chairman of the AC, NC, ERCC, SC and RC) together
with Senior Management attend all general meetings to address
shareholders’ queries. The external auditors are also present to
address shareholders’ queries about the conduct of audit and
the preparation and content of the auditors’ report. Registered
shareholders are invited to attend and participate actively in such
general meetings, including seeking clarification and/or querying
the Group’s strategic direction, business, operations, performance
and proposed resolutions.
Each shareholder is entitled to vote in person or by appointing up
to two proxies to attend and vote on his or her behalf. StarHub’s
Articles of Association do not allow shareholders to vote in
absentia at general meetings, except through the appointment of
a proxy or proxies to cast their vote in their stead.
StarHub ensures that there will be separate resolutions at general
meetings on each substantially separate issue. Voting is carried
out systematically and all resolutions passed are properly
recorded. To enhance transparency and efficiency in the voting
process and results, electronic poll voting is conducted. The
112
results showing the number of votes cast for and against each
resolution and the respective percentages are announced via the
SGXNET on the same day of the general meeting.
Minutes of general meetings are made available to shareholders
upon their request.
7. ADDITIONAL initiatives TO ENHANCE
CORPORATE GOVERNANCE
Going beyond the technical requirements of the Code, the SGX-ST
Listing Manual, the Companies Act and the Securities and Futures
Act, StarHub has taken the initiative to implement additional
measures to enhance corporate governance for the Group.
Securities Dealings
StarHub has adopted the following insider trading policy, with
respect to dealings in the securities of StarHub by the Directors
and employees of the Group, that exceeds the requirements of the
SGX-ST Listing Manual:
• All Directors and employees of the Group are prohibited from
dealing in StarHub’s securities:
(a) two weeks prior to the announcement of the Group’s
results for each of the first three quarters of its financial
year; and
(b) one month prior to the announcement of the Group’s full
year results; and
• All Directors, Management and employees directly involved in
the preparation of the Group’s quarterly and full year results
are prohibited from dealing in StarHub’s securities one month
prior to the announcement of each of the Group’s quarterly
and full year results.
All Directors, Management and employees are notified by
email prior to the start of each trading blackout period and
the restrictions are only lifted after the announcement of
the respective financial results. The policy also discourages
trading on short term considerations and reminds Directors,
Management and employees of their obligations under insider
trading laws.
StarHub has also adopted a policy against acquiring any of its
shares pursuant to its Share Purchase Mandate where a price-
sensitive development has occurred or been the subject of a
decision, until the development has been publicly announced.
The Board has voluntarily undertaken to reduce the amount of
shares it may issue and allot pursuant to the general authority
granted by StarHub’s shareholders to the Board, from 20% to 15%
of StarHub’s total issued share capital. In addition, the Board
has voluntarily reduced the aggregate amount of Share awards
that can be granted under the StarHub Performance Share Plan
and StarHub Restricted Stock Plan, which were approved by
the shareholders at the 2014 EGM, from 15% to 8% of StarHub’s
total issued share capital (taking into account any outstanding
unexercised options and unvested share awards).
many lives of hubbing