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   CORPORATE
   GOVERNANCE

DISCLOSURE GUIDE – Code of Corporate Governance 2012

Guideline  Questions                                            How has the Company complied?
General
           (a)	 Has the Company complied with all the           StarHub has complied, in all material aspects, with the principles
Guideline       principles and guidelines of the Code? If       and guidelines of the Code of Corporate Governance (Code) issued
1.5             not, please state the specific deviations       by the Monetary Authority of Singapore on 2 May 2012.
                and the alternative corporate governance
Guideline       practices adopted by the Company in lieu
2.6             of the recommendations in the Code.

           (b)	 In what respect do these alternative            Please see above.
                corporate governance practices achieve
                the objectives of the principles and
                conform to the guidelines in the Code?

                      BOARD RESPONSIBILITY

           What are the types of material transactions          The Board has established a framework on authorisation and
           which require approval from the Board?               approval limits for capital and operating expenditure, and
                                                                specified transactions including acquisitions and disposals of
                                                                investments, procurement of goods and services, bank facilities
                                                                and cheque signatories. Within this framework, the Board has set
                                                                relevant authority and approval sub-limits for delegation to various
                                                                Management levels to optimise operational efficiency. Board
                                                                approval is required for all material transactions.

                      MEMBERS OF THE BOARD

           (a)	 What is the Board’s policy with regard to       The Board recognises the importance and value of diversity. It
                diversity in identifying director nominees?     constantly seeks to maintain an appropriate mix of expertise,
                                                                experience (both local and international), knowledge, gender,
                                                                culture and geography in its composition. With Board diversity,
                                                                each Director is able to bring in his or her unique contribution to
                                                                the development of the overall strategy of the Group by way of
                                                                alternative perspectives and fresh challenges at discussions.

           (b)	 Please state whether the current                The Board consists of Directors who possess a broad range of core
                composition of the Board provides diversity     competencies and experience in banking, accounting and finance,
                on each of the following – skills, experience,  legal, regulatory, technical, business and industry knowledge,
                gender and knowledge of the Company,            management and strategic planning experience and customer-
                and elaborate with numerical data where         based experience and knowledge. The individual profile of the
                appropriate.                                    Directors can be found in the ‘Board of Directors’ section of the
                                                                Annual Report.

           (c)	 What steps has the Board taken to achieve       In identifying and considering each director nominee, the
                the balance and diversity necessary to          Nominating Committee (NC) takes into account several factors,
                maximise its effectiveness?                     including the composition, diversity and progressive renewal of
                                                                the Board, each director nominee’s competencies, commitment,
                                                                contribution and performance (including attendance, preparedness,
                                                                participation and candour) and potential conflicts of interest. This is
                                                                to ensure that an appropriate balance of skills, experience, expertise
                                                                and diversity is maintained on the Board, enabling the Board to
                                                                stay engaged and agile in meeting the needs of the Group. External
                                                                consultants are engaged to assist with Board renewal and selection
                                                                process as necessary.
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