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CORPORATE
GOVERNANCE
Transparency, accountability and integrity in StarHub’s business practices and culture.
CORPORATE GOVERNANCE STATEMENT • Provide guidance on the social, ethical and environmental
StarHub continues to be committed to embrace good corporate impact of the Group’s activities and monitor compliance with
governance practices that foster transparency, accountability our sustainability policies and practices; and
and integrity. We see this as fundamental for the long-term
sustainability of our business and value creation for our • Ensure the Group’s compliance with all relevant laws and
stakeholders. regulations.
CORPORATE GOVERNANCE REPORT 2015 Directors, collectively and individually, are obliged to act in
This report describes our corporate governance framework, good faith and consider the best interests of StarHub and all its
policies and practices for the financial year ended 31 December shareholders at all times.
2015 (FY2015). StarHub has complied, in all material aspects,
with the principles and guidelines of the Code of Corporate The Board has established a framework on authorisation and
Governance (Code) issued by the Monetary Authority of approval limits for capital and operating expenditure, and
Singapore on 2 May 2012. specified transactions including acquisitions and disposals of
investments, procurement of goods and services, bank facilities
1. BOARD MATTERS and cheque signatories. Within this framework, the Board has
THE BOARD’S CONDUCT OF AFFAIRS set relevant authority and approval sub-limits for delegation to
various Management levels to optimise operational efficiency.
The Board’s Role
The Board has oversight of the business performance and affairs Board Committees
of the Group. The Board leads, directs and works closely with The Board has established the following Board committees
Management, with a view to the long-term success of the various (Board Committees) to facilitate the discharge of its functions:
businesses of the Group. • the Audit Committee (AC);
• the Nominating Committee (NC);
The Board takes on the following key roles and responsibilities: • the Executive Resource and Compensation Committee (ERCC);
• the Strategy Committee (SC); and
• the Risk Committee (RC).
• Provide entrepreneurial leadership and guidance to The composition of the Board Committees and their specific
Management and steers the Group through its strategy and responsibilities are set out in the later sections of this Report.
corporate plan;
Additional Board committees may be formed to undertake
• Ensure that the necessary financial and human resources are specific duties, as necessitated by business imperatives.
in place for the Group to meet its objectives;
The Board delegates specific areas of responsibilities to each
• Establish a framework of prudent and effective controls Board Committee. Each Board Committee is required to operate
which enables risks to be assessed and managed in order to and make decisions on matters within its terms of reference and
safeguard shareholders’ interests and StarHub’s assets. This applicable limits of authority.
framework is supported by clear and robust procedures and
delegated authorities; The Board reviews the decisions made by each Board Committee
regularly. The respective Chair of the Board Committees updates
• Regularly review the performance of Senior Management the Board at Board meetings, on key matters raised and/or
and the remuneration framework of the Board and Senior decisions made at the last held Board Committee meeting. For
Management; any matter requiring the Board’s approval, the Board Committees
would recommend the course of action to the Board for its
• Review and approve key operational and business initiatives, consideration and decision. Minutes of the meetings of the
major funding and investments proposals, acquisitions and AC, the SC and the RC are also circulated to the Board for its
divestments; information.
• Recognise that the perceptions of key stakeholder groups Board Meetings
affects StarHub’s reputation, identify the key stakeholder For FY2015, the Board held a total of five meetings. In keeping
groups (which include customers, suppliers, and business with past practice, a full-day Board Strategy offsite was held
partners) and guide Management in StarHub’s strategy to review in depth the Group’s strategy going forward and to
and approach in addressing the concerns of these key consider the Group’s budget for the next financial year.
stakeholder groups;
• Set StarHub’s values and standards (including ethical
standards), to ensure that the Group’s obligations to
shareholders and stakeholders are well understood and
duly met;
