Page 68 - index

66
CORPORATE
GOVERNANCE
8. CONTINUAL COMMITMENT
TO ENHANCE CORPORATE GOVERNANCE
Going beyond the requirements of the Code, the SGX-ST Listing
Manual, the Companies Act and the Securities and Futures Act,
StarHub has continued to implement additional measures to
enhance corporate governance for the Group for FY2015:
Securities Dealings
StarHub has adopted an enhanced insider trading policy, with
respect to dealings in the securities of StarHub by the Directors
and employees of the Group, which exceeds the requirements of
the SGX-ST Listing Manual:
• All Directors and employees of the Group are prohibited from
dealing in StarHub’s securities:
(a) two weeks prior to the announcement of the Group’s
results for each of the first three quarters of its financial reviewed by the AC.
year; and
(b) one month prior to the announcement of the Group’s full
year results; and
• All Directors, Management and employees directly involved in
the preparation of the Group’s quarterly and full year results
are prohibited from dealing in StarHub’s securities one month
prior to the announcement of each of the Group’s quarterly
and full year results.
All Directors, Management and employees are notified by
email prior to the start of each trading blackout period and
the restrictions are only lifted after the announcement of
the respective financial results. The policy also discourages
trading on short term considerations and reminds Directors,
Management and employees of their obligations under insider
trading laws.
StarHub has also adopted a policy against acquiring any of its
shares pursuant to its Share Purchase Mandate where a price-
sensitive development has occurred or been the subject of a
decision, until the development has been publicly announced.
The Board has voluntarily undertaken to reduce the amount of
shares it may issue and allot pursuant to the general authority
granted by StarHub’s shareholders to the Board, from 20% to
15% of StarHub’s total issued share capital. In addition, the Board
has voluntarily reduced the aggregate amount of Share awards
that can be granted under the StarHub Performance Share Plan
and StarHub Restricted Stock Plan which were approved by
the shareholders at the 2014 EGM, from 15% to 8% of StarHub’s
total issued share capital (taking into account any outstanding
unexercised options and unvested share awards).
Whistle Blowing Policy
StarHub takes a zero tolerance stance towards fraud and
ethical violations. As such, the Group has instituted a robust
procedure for the purpose of providing third parties and
employees with accessible channels for reporting suspected
fraud, corruption, financial impropriety, unethical conduct and
other criminal or dishonest practices. Such channels include
the employees’ immediate supervisors, the relevant Heads
of Department or the Head of Human Resource (as may be
appropriate), as well as the AC.
The Investigation Committee (constituting representatives
from the Senior Management) will investigate the suspected
wrongdoing and implement rectification and prevention
measures. Any personnel with a conflict of interest (actual or
potential) will be barred from appointment to the Investigation
Committee. All cases of wrongdoing will also be reported to and
In cases of suspected wrongdoing involving the CEO and/or CFO,
the Investigation Committee will be chaired by the AC Chairman
(or his nominee). Upon completing the investigations for each
case of suspected wrongdoing, the Investigation Committee may
at its discretion decide whether to circulate the findings of the
investigations to all employees, taking into account the interests
of the Group.
The Group’s whistle-blowing policy aims to encourage the
reporting of such matters in good faith, by lending confidence
that whistle-blowers will be treated fairly and accorded with
protection against reprisals. StarHub will take disciplinary
action against any party who victimises whistle-blowers.
Further, StarHub does not disregard anonymous complaints
but will give such complaints appropriate weight. The Group’s
whistle-blowing policy is available on StarHub’s intranet and
corporate website for easy access by all employees and
members of the public.
Employee Code of Conduct
and Rules on Business Conduct
To guide employees in carrying out their duties and
responsibilities with high standards of personal and corporate
integrity when dealing with StarHub, its competitors, customers,
suppliers and the community, StarHub has the following in place:
• StarHub’s Employee Code of Conduct and Ethics;
• Corporate Gift and Hospitality Policy; and
• Supplier and Vendor Policy.