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CORPORATE
GOVERNANCE
If the executive Director or any key management personnel of
StarHub is involved in fraud or misconduct, which results in
re-statement of StarHub’s financial results or financial loss to
StarHub, the Board may reclaim the unvested components of
remuneration from such executive Director or key management
personnel from all incentive plans for the relevant period, to
the extent such incentive has been earned but not yet released
or disbursed. The Board, taking into account the ERCC’s
recommendation, may decide whether and to what extent, such
recoupment of the incentive is appropriate, based on the specific
facts and circumstances of the case. comparison with its forecasted performance and budget) and
During FY2015, no employee of the Group whose remuneration
exceeded $50,000 per annum was an immediate family member
of any Director or the CEO.
3. STRATEGIC MATTERS
The SC supports, advises and provides direction to the Group on
the formulation, review and execution of the Group’s strategies.
The mandate for the SC includes:
• identifying and assessing significant intermediate and
long-term opportunities (in terms of new frontiers of organic
and inorganic growth) and threats in the Group’s business
areas and operations (including technology, competition,
regulatory and financial) and the industry; and
• providing constructive input and recommendations to the
Board on any strategic matter reviewed by the SC which
requires the Board’s approval.
As at 31 December 2015, the SC comprises non-executive
Directors and a co-opted member who are independent of
Management. The members are:
• Mr Nihal Vijaya Devadas Kaviratne CBE (SC Chairman);
• Mr Steven Terrell Clontz;
• Mr Lim Ming Seong;
• Mr Liu Chee Ming;
• Mr Robert J. Sachs; and
• Mr Nikhil O. J. Eapen (co-opted).
During FY2015, the SC held four meetings.
4. ACCOUNTABILITY AND AUDIT
ACCOUNTABILITY
The Board provides a balanced and informed assessment of the
Group’s performance, position and prospects to shareholders in
the Group’s quarterly and full-year operating performance and
financial results which are released via SGXNET. Press releases
and presentation slides on the financial results are also provided •
via SGXNET.
For the quarterly financial statements, the Board provides a
negative assurance confirmation to shareholders, in line with the
SGX-ST Listing Manual. For FY2015, the CEO and the CFO have
provided assurance to the Board on the integrity of the financial
statements for the Group. StarHub recognises that prompt
and full compliance with statutory reporting requirements is
imperative in maintaining shareholder confidence and trust.
Management updates the Board with monthly management
and financial reports which explain StarHub’s performance (in
financial position on a timely basis. Other related business reports
are also provided to the Board regularly and upon request by the
Board from time to time.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Board takes responsibility for the governance of risks and to
this end, has established and maintains a sound system of risk
management and internal controls to safeguard shareholders’
interests and StarHub’s assets.
The RC assists the Board in its discharge of this responsibility. As
at 31 December 2015, the RC comprises the following Directors:
• Mr Teo Ek Tor (RC Chairman, independent Director);
• Mr Tan Tong Hai; and
• Mr Sio Tat Hiang.
During FY2015, the RC held two meetings.
The RC has the following mandate:
• To review and recommend to the Board the type and level
of business risk that the Group undertakes in achieving its
business strategy, and the appropriate risk management
framework and policies for managing risks that are consistent
with StarHub’s risk appetite;
• To provide oversight in the design, implementation and
monitoring of the risk management framework, and system
of internal controls (including operational, compliance
and information technology controls), and to ensure that
Management puts in place action plans to mitigate the risks
identified where possible;
• To review the adequacy and effectiveness of StarHub’s
internal controls and risk management systems, including
operational, compliance and information technology controls;
• To review policies and procedures for timely risk identification
and containment; and
To set and instill in StarHub, an appropriate risk-aware culture
for effective risk governance.
The Board, upon recommendation by the RC, approved a Risk
Appetite Statement to provide guidance to the Management on