Page 56 - index

54
CORPORATE
GOVERNANCE
provides updates to keep the Directors abreast with relevant
developments, including:
• Updates on key legal, regulatory, industry and accounting
changes which affect the Group, given during Board
meetings or via email; and
• Articles and reports (including industry news and analyst
reports) relevant to the Group’s businesses, regularly
circulated to the Directors and uploaded on the StarHub
Board Portal for their reference.
In addition to the above, the Directors are free to conduct
independent or collective discussions with Management and
subject matter experts on any area of interest or concern. Where
requested, visits to operations are organised to enable Directors
to have a clear understanding of issues faced by the Group.
BOARD COMPOSITION AND GUIDANCE
As at 31 December 2015, the Board comprises 13 Directors.
During FY2015, Mr Steven Terrell Clontz succeeded Mr Tan
Guong Ching as the non-executive Chairman, following Mr Tan’s
resignation on 15 July 2015 after having served on the Board for
14 years. Mr Clontz is a non-executive Director. Mr Kua Hong Pak
also stepped down as the non-executive AC Chairman, and Mr
Ma Kah Woh was appointed to assume the role on 23 September
2015. The Board thanks Mr Tan and Mr Kua for their past service
and contributions to the Group.
Mr Tan Tong Hai, the Group CEO, remains the sole executive
Director on the Board.
The independent Directors on the Board are: Mr Ma Kah Woh,
Mr Nihal Vijaya Devadas Kaviratne CBE, Mr Teo Ek Tor, Mr Liu
Chee Ming, Mr Robert J. Sachs and Ms Rachel Eng Yaag Ngee,
representing more than one third of the Board. The Chairman,
Mr Steven Terrell Clontz, is not an independent Director within the length basis and on normal commercial terms. StarHub does not
meaning of the Code given his executive position at Singapore
Technologies Telemedia Pte Ltd.
The individual profile of the Directors and all principal
directorships and chairmanships in any listed companies held
by the Directors currently and in the preceding three years,
are found in the ‘Board of Directors’ and ‘Directors’ Particulars’
sections of the Annual Report.
The NC rigorously reviews the independence of each non-
executive Director annually, particularly those who have
served more than nine years. As at 31 December 2015, four
independent Directors of StarHub, namely Mr Nihal Vijaya
Devadas Kaviratne CBE, Mr Teo Ek Tor, Mr Liu Chee Ming and
Mr Robert J. Sachs have served on the Board for more than
nine years. The NC recommends, and the Board takes the view
that the key consideration in ascertaining the effectiveness
of a Director’s independence is his ability to exercise
independence of mind and judgement to act honestly and
in the best interest of the Group. When assessing objectivity
and independent judgement, the NC and the Board consider,
inter alia, the approach, character and attitude of each non-
executive Director, including whether such Director:
• is free from any interest and any business or other
relationship which could, or could reasonably be perceived
to, interfere with the exercise of the Director’s independent
business judgement with a view to the best interests of the
Group; and
• has any material contractual relationship with the Group other
than as a Director.
After careful rigorous review, the NC recommends, and the Board
is of the firm view that Mr Nihal Vijaya Devadas Kaviratne CBE,
Mr Teo Ek Tor, Mr Liu Chee Ming and Mr Robert J. Sachs have
each demonstrated the essential independence of mind and
objectivity of judgement to act in the best interests of StarHub in
the discharge of their Directors’ duties, and therefore considers
them to be independent.
Any Director who has an interest or relationship which is likely to
impact on his/her independence or conflict with a subject under
discussion by the Board is required to immediately declare his/
her interest or relationship to the Board, remove himself/herself
from the information flow, and abstain from participating in any
discussion or voting on the subject matter.
Interested person transactions (IPTs) entered into by any of
the entities in the Group are governed by the Shareholders’
Mandate for Interested Person Transactions as approved by
shareholders each year at StarHub’s EGM, as well as Chapter 9 of
the SGX-ST Listing Manual. All IPTs are undertaken on an arm’s
provide loans to Directors. No loans have been provided to the
Directors by StarHub. In FY2015, there were no IPTs or related
party transactions that can be classified as financial assistance to
entities other than wholly-owned subsidiary companies.
The Board, through the NC, annually examines its size and
composition to ensure its overall effectiveness. Given the scope
and nature of the Group’s operations, the Board is of the view
that its current size of 13 is conducive and facilitates effective
decision-making. In this regard, the Board has also taken into
account the complexity and requirements of the business.
The Board consists of Directors who are business leaders and
professionals of high calibre and integrity. They possess a
broad range of core competencies and experience in banking,
accounting and finance, legal, regulatory, technical, business
and industry knowledge, management and strategic planning