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CORPORATE
GOVERNANCE
including financial, operational and compliance controls;
• reviewing the effectiveness of the Group’s internal audit
function;
• reviewing the scope and results of the external audit, and
the independence and objectivity of the external auditors
(with regard to the nature, extent and cost of non-audit
services provided by the external auditors during the
financial year);
• reviewing interested person transactions to ensure
compliance with the SGX-ST Listing Manual and the
Shareholders’ Mandate that is renewable annually;
• making recommendations to the Board on the proposals
to the shareholders on the appointment, re-appointment
and removal of the external auditors, and approving the
remuneration and terms of engagement of the external
auditor;
• commissioning and reviewing findings of internal
investigations into suspected fraud, irregularity or failure of
internal controls or violation of any law that is likely to have including access to the AC.
a material impact on the Group’s results; and
• reviewing StarHub’s Whistle Blowing Policy and the
arrangements therein by which employees of StarHub and
any other persons may, in confidence, raise concerns about
possible improprieties in matters of financial reporting or
other matters, and such concerns will be independently
investigated and appropriate follow-up action(s) will be taken.
The AC has explicit authority to investigate any matter within
its terms of reference, with full access to and co-operation
by Management. The AC also has full discretion to invite any
Director or executive officer to attend its meetings, and to require
Management to provide it with such reasonable resources to
enable it to discharge its functions properly.
The AC has performed a review of the independence and
objectivity of the external auditors, and also a review of the
volume and type of non-audit services provided by the external
auditors during FY2015. The aggregate amount of external
auditors’ fees for FY2015 and the breakdown for the audit and
non-audit services are set out in Note 20.3 to the Financial
Statements of the Annual Report.
Based on the information, the AC is satisfied that the
independence of the external auditors has not been
compromised by the provision of the non-audit services and
that Rules 712 and 715 of the SGX-ST Listing Manual have
been complied. Accordingly, the AC has recommended to the
Board that KPMG LLP be nominated for re-appointment as the
Group’s external auditors at the 2016 AGM. To further maintain
the independence of KPMG LLP, the AC ensures that the audit
partner in-charge of the Group is rotated every five years. As
the audit partner in-charge of the Group, Ms Ang Fung Fung has
completed her five-year tenure as at 31 December 2015, a new
audit partner will be appointed for FY2016 at the 2016 AGM.
Further, the Board ensures that a former audit partner will not be
appointed as an AC member of StarHub within 12 months upon
his or her cessation as KPMG LLP partner and for so long as he or
she has any financial interest in KPMG LLP. None of the directors
or senior management is or has in the past two years been a
former employee or partner of the Group’s external auditors.
INTERNAL AUDIT
The internal audit function of the Group is carried out by
RSM Risk Advisory Pte. Ltd. (internal auditor), an independent
firm. The internal auditor is guided by the Standards for the
Professional Practice of Internal Auditing, prescribed by the
Institute of Internal Auditors.
The internal auditor reports to the AC functionally, and to the
CEO and CFO of StarHub administratively. The AC approves
the appointment, removal, evaluation and compensation of the
internal auditor. The internal auditor has unfettered access to
all StarHub’s documents, records, properties and personnel,
The internal auditor adopts a risk-based auditing approach
in developing the annual internal audit plan, which focuses
on material internal controls, including financial, operational,
compliance and information technology controls, across the
Group’s business. The internal audit plan is submitted to the AC
for its review and approval at the start of each financial year.
Periodic internal audit reports are submitted to the AC detailing
the internal auditors’ progress in executing the audit plan and any
major findings and corrective actions taken by Management.
The AC conducts a review on the adequacy and effectiveness
of the internal audit function annually, to ensure that StarHub
maintains an effective internal audit function that is adequately
staffed and independent of the activities it audits.
During FY2015, the AC met with the internal auditor at least once
a year without the presence of Management.
5. SHAREHOLDER RIGHTS AND
RESPONSIBILITIES
SHAREHOLDER RIGHTS
StarHub respects shareholders’ rights and promotes the fair
and equitable treatment of all shareholders. StarHub keeps all
of its shareholders sufficiently informed of its corporate affairs
and activities, including any changes in StarHub or its business
which may materially affect the price or value of StarHub
shares, on a timely basis.
All new material price-sensitive information is disclosed on
an adequate, accurate and timely basis via the SGXNET. The