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experience, and customer-based experience and knowledge. The
Board, as a group, constantly seeks to maintain an appropriate
mix of expertise, experience (both local and international),
knowledge, gender, culture and geography. It encourages robust
and quality deliberations among the Directors, and mitigates
‘group thinking’ in decision making. The Board enjoys the unique
contribution that each Director brings in the development of the
overall strategy of the Group by way of alternative perspectives
and fresh challenges at discussions. The immense network of
contacts across the industry which the diversity provides has
proven invaluable to StarHub.
The Chairman and Directors support the CEO in stakeholder
engagements, such as with shareholders, business partners
and regulators.
In furtherance of their duties, Directors are given access to
independent professional advice at StarHub’s expense should
they deem such advice necessary. Non-executive Directors meet
to discuss, inter alia, Management’s performance, without the
presence of Management at least once a year.
CHAIRMAN AND CEO
In StarHub, there is a clear division in responsibilities between the
leadership of the Board and Management. The Chairman and the
CEO of StarHub are separate persons, ensuring an appropriate
balance of powers, increased accountability and greater capacity
for the Board to make independent decisions. No one individual
holds considerable concentration of power within the Group.
The Chairman is Mr Steven Terrell Clontz. He is a non-executive
Director and is unrelated to the CEO. He:
• leads the Board to ensure its effectiveness on all aspects of its role; independent judgement by the NC Chairman and Mr Sio on the
• sets the agenda and ensures that adequate time is available for
discussion of all agenda items, in particular strategic issues;
• promotes a culture of openness and debate at the Board;
• ensures that the Directors receive complete, adequate and
timely information. He works with the CEO in relation to the
Board’s requirements for information to contribute effectively
to the Board decision-making process;
• encourages effective communication with shareholders;
• encourages constructive relations within the Board and
between the Board and Management. As the primary link
between the Board and Management, he provides continuity
between Board meetings and thereby oversees the effective
implementation of the Board’s decisions;
• facilitates the effective contribution of non-executive
Directors; and
• promotes high standards of corporate governance.
The CEO is Mr Tan Tong Hai. He leads the Management, and is
responsible for the day-to-day running of the Group’s business
StarHub Ltd Annual Report 2015
operations and the effective implementation of the Group’s Overview
strategies and policies.
The Board does not have a lead independent Director. The NC
and the Board are of the view that the appointment of a lead
independent director is not necessary as the Board has sufficient
independence given that: (a) the Chairman and the CEO are
separate persons; (b) the Chairman and the CEO are not family
members; (c) the Chairman is not part of the Management
team; and (d) the Directors are able to exercise objective and
independent judgement.
BOARD MEMBERSHIP Strategy
StarHub has instituted a formal and transparent process for the
selection, appointment and re-appointment of Directors to the
Board. To this end, the Board has established the NC to lead on
this process with written terms of reference clearly setting out its
authority and duties.
As at 31 December 2015, the NC comprises the following non-
executive Directors, who are independent of Management:
• Mr Peter Seah Lim Huat (NC Chairman); Performance
• Mr Teo Ek Tor (independent Director); and
• Mr Sio Tat Hiang. Governance & Sustainability
During FY2015, the NC held three meetings. Financials
The Board notes that the NC Chairman and Mr Sio Tat Hiang
are not considered independent within the meaning of the
Code given their directorships at STT Communications Limited.
However, after due consideration, the Board and the NC are of the
view that such appointments do not interfere with the exercise of
Board or prevent them from acting objectively in the best interests
of the Group in carrying out their duties. The Board and the NC
further note that the NC Chairman and Mr Sio are not involved in
the day-to-day running of the Group’s business and operations,
and are independent of Management, with a clear separation of
role from Management in the deliberations of the NC.
In considering each candidate (whether new or for re-
appointment), the NC considers several factors, including the
composition, diversity and progressive renewal of the Board,
each candidate’s competencies, commitment, contribution and
performance (including attendance, preparedness, participation
and candour) and potential conflicts of interest. This is to ensure
that an appropriate balance of skills, experience, expertise
and diversity is maintained on the Board, enabling the Board
to stay engaged and agile in meeting the needs of the Group.
External consultants are engaged to assist with Board renewal
and selection process as necessary. All new appointments to the
Board are subject to the approval of StarHub’s regulators, namely