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are able to access StarHub’s operations and information at
a deeper level, allowing them to better strategise and guide
StarHub in their role as Directors.
Furthermore, the StarHub Board Portal allows Board members to
securely access and read Board/Board Committee papers and
materials electronically at any place and any time, using tablet
devices provided by StarHub.
The Directors have separate and independent access to the
Company Secretaries. The Company Secretaries are trained
in legal and company secretarial practices. They attend all
Board meetings and are responsible for ensuring that board
procedures are followed and that applicable rules and regulations
are complied with. Under the direction of the Chairman, they
facilitate good information flows within the Board and its Board
Committees, between the Board and Management, and advise
the Board on all legal and governance matters. The Company
Secretaries also facilitate the orientation of new Directors and
assist in arranging professional development and training for
Directors as required. The appointment and the removal of the
Company Secretaries are subject to the Board’s approval.
2. REMUNERATION MATTERS
PROCEDURES FOR DEVELOPING
REMUNERATION POLICIES
The Board has instituted a formal and transparent procedure
for developing policies on executive remuneration and
for determining the remuneration packages of individual
Directors. The Board has established the ERCC to ensure this is
duly implemented.
The ERCC comprises the following non-executive Directors, who
are independent of Management:
• Mr Peter Seah Lim Huat (ERCC Chairman);
• Mr Teo Ek Tor (independent Director).
• Mr Sio Tat Hiang; and
• Mr Lim Ming Seong.
During FY2015, the ERCC held four meetings.
The Board notes that the ERCC 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 independent judgement by the ERCC Chairman and
Mr Sio on the 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 ERCC Chairman and
Mr Sio are not involved in the day-to-day running of the Group’s
StarHub Ltd Annual Report 2015
business and operations, and are independent of Management,
with a clear separation of role from Management in the
deliberations of the ERCC.
In overseeing StarHub’s remuneration policies, the ERCC’s Overview
key duties are to review and recommend to the Board for
endorsement: Strategy
• the general remuneration framework and specific Performance
remuneration packages for key management personnel (as
defined in the Code); and Governance & Sustainability
• the remuneration framework (including Directors’ fees,
allowances and share-based awards) for each Director.
When reviewing and recommending the remuneration framework
and packages, the ERCC covers all aspects of remuneration
including but not limited to Director’s fees, salaries, allowances,
bonuses, options, share based incentives and awards, and
benefits in kind. The framework and packages are linked to:
• the performance of StarHub, the Group and the individuals;
• industry practices and compensation norms; and
• the need to attract key management personnel to ensure
continuing development of talent and renewal of strong
leadership for StarHub.
With regards to the CEO and key management personnel, the
ERCC ensures that remuneration paid to them is strongly linked
to the achievement of business and individual performance
targets. The performance targets are determined by the ERCC
and are set at realistic yet stretched levels each year to motivate
a high degree of business performance with emphasis on both
short and long-term quantifiable objectives.
In addition, the ERCC oversees the following:
• succession planning for the CEO, the CFO and other key Financials
officers. Potential candidates for immediate, medium and
long term needs are identified each year;
• assessing and approving performance share awards and
restricted stock awards under StarHub’s approved share
plans, and recommending to the Board for approval the grant
of share awards to Directors and key management personnel;
• assessing and approving candidates for key appointments;
and
• overseeing the development of Management and reviewing
succession plans for key positions in the Group.
All decisions by the ERCC are made by a majority of votes of the
ERCC members present and voting.
No ERCC member or any Director is involved in deliberations
in respect of any remuneration, compensation, share-based