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CORPORATE
GOVERNANCE
the Info-communications Development Authority of Singapore facilitate the annual evaluation process on the effectiveness of
and the Media Development Authority of Singapore. the Board and the Board Committees. The evaluation included
a review of detailed questionnaires completed by each Director,
In accordance with StarHub’s Constitution, all Directors who are which invited feedback on key areas such as:
appointed by the Board are subject to retirement at the first AGM
of StarHub subsequent to their appointment. In compliance with • the adequacy of the Board composition;
the Code, all Directors retire from office at least once in every • the relationship between the Board and Management,
three years. The Directors retiring from office will be eligible for
re-election by the shareholders. including the level of engagement and flow of information;
• Board processes, including level and timeliness of information
The NC reviews and considers the independence of each
Director on an annual basis. If the NC considers a Director to be provided to the Board;
independent, notwithstanding that he has one or more of the • managing the Company’s performance;
specific relationships mentioned in the Code, it provides its view • the effectiveness of Board Committees; and
to the Board for the Board’s consideration. Conversely, the NC • risk management.
has the discretion to consider that a Director is not independent
even if he or she does not fall within the circumstances set out The evaluation process also included individual interviews with
in the Code, and similarly provides its views to the Board for the each Director.
Board’s consideration. The NC has considered and is of the view
that all the independent Directors are sufficiently independent The results of the performance evaluation exercise are collected,
and are able to objectively exercise their judgement in the analysed and presented to the NC, in consultation with the
interest of StarHub. Chairman. The NC reviews and recommends to the Board the
follow-up actions required to strengthen the Board’s leadership so
Directors with multiple board representations and/or other as to improve the effectiveness of the Board’s oversight of StarHub.
principal commitments (as defined in the Code) must ensure Where appropriate, Management may also be involved in the
that they are able to devote sufficient time and attention to review process, and assist in implementing the measures needed.
the affairs of StarHub to adequately carry out their duties
as Directors of StarHub. The NC has reviewed the individual The awards and accolades that StarHub has received from
performance of each Director and is satisfied that all Directors the investment community are testament to sound corporate
have dedicated adequate time to the affairs of StarHub and have governance. The significant awards received by StarHub in
properly discharged their duties for FY2015, and will continue to 2015, included the Sliver – Best Managed Board in the Singapore
do so in the financial year ending 31 December 2016 (FY2016). Corporate Awards 2015 and the Most Transparent Company Award
Although no maximum limit has been formally set by the Board (Services Category) in the SIAS 16th Investors’ Choice Award.
on the number of listed company board representations a
Director with multiple board representations may hold, the NC ACCESS TO INFORMATION
is of the view that the duties of all Directors have been fully Management provides the Directors with timely information
discharged based on the time and attention devoted by each relevant to matters on the agenda for the meeting at least three
Director, their individual abilities and their respective individual (3) business days prior to each Board and Board Committee
contribution of skills, knowledge and experience and their meeting, except for the sensitive matters which may be
commitment to the affairs of StarHub. tabled at the meeting itself. All sensitive Board materials that
are communicated electronically are password-protected to
The Board does not have any alternate Directors. All Directors safeguard security. Throughout the financial year, the Board
dedicate their personal time and attention to the affairs of StarHub. also receives monthly management and financial reports
providing updates on key performance indicators and financial
BOARD PERFORMANCE analysis on the Group, and regular analysts’ reports and media
StarHub believes that Board performance is ultimately reflected articles on StarHub and the industry. Collectively, such reports
in the performance of the Group. The NC has the responsibility enable the Directors to keep abreast at all times of key issues
of assessing the effectiveness of the Board as a whole, and the and developments in the industry, as well as challenges and
contribution of the Board Committees and each Director to the opportunities for the Group and thereby make informed and
effectiveness of the Board. sound decisions.
For FY2015, the Board engaged the assistance of Aon Hewitt In addition to and independent of the information provided
Singapore Pte Ltd as independent external consultants to above, Management remains available at all times to answer any
query raised by any Director. Frequent dialogue and interaction
take place between Management and the Directors. The Directors
