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   CORPORATE
   GOVERNANCE

Guideline  Questions                                           How has the Company complied?
Guideline
5.1                                                BOARD EVALUATION

Guideline  (a) What was the process upon which the             For FY2015, the Board engaged the assistance of Aon Hewitt
2.1             Board reached the conclusion on its            Singapore Pte Ltd as independent external consultants to facilitate
Guideline       performance for the financial year?            the annual evaluation process on the effectiveness of the Board and
2.3                                                            the Board Committees. The evaluation included a review of detailed
                                                               questionnaires completed by each Director, which invited feedback
                                                               on key areas such as the adequacy of the Board composition; the
                                                               relationship between the Board and Management, including the
                                                               level of engagement and flow of information; Board processes,
                                                               including level and timeliness of information provided to the Board;
                                                               managing the Company’s performance; the effectiveness of Board
                                                               Committees; and risk management. The evaluation process also
                                                               included individual interviews with each Director.

                                                               Feedback and comments received from the Directors are reviewed
                                                               by the NC in consultation with the Chairman of the Board, and
                                                               tabled to the Board for discussion.

           (b)	 Has the Board met its performance              Based on the NC’s review, the Board and the various Board
                objectives?                                    Committees operate effectively, and each Director is contributing to
                                                               the overall effectiveness of the Board.

                      INDEPENDENCE OF DIRECTORS

           Does the Company comply with the guideline          Yes. The current StarHub Board comprises 12 non-executive
           on the proportion of independent directors on       Directors of whom six are independent, representing more than
           the Board? If not, please state the reasons for     one-third of the Board.
           the deviation and the remedial action taken by
           the Company.

           (a)	 Is there any director who is deemed to be      Mr Peter Seah Lim Huat (NC and Executive Remuneration and
                independent by the Board, notwithstanding      Compensation Committee (ERCC) Chairman) and Mr Sio Tat Hiang
                the existence of a relationship as stated in   (NC member and ERCC members) are not considered independent
                the Code that would otherwise deem him         within the meaning of the Code given their directorships at STT
                not to be independent? If so, please identify  Communications Limited, a holding company of StarHub. After
                the director and specify the nature of such    due consideration, the Board and the NC are of the view that such
                relationship.                                  appointments do not interfere with the exercise of independent
                                                               judgement by Mr Seah and Mr Sio on the Board or prevent them
                                                               from acting objectively in the best interests of the Group in
                                                               carrying out his duties. The Board and the NC further note that
                                                               Mr Seah and Mr Sio are not involved in the day-to-day running
                                                               of the Group’s business and operations, and are independent of
                                                               Management, with a clear separation of role from Management in
                                                               the deliberations of the NC and ERCC.

           (b)	 What are the Board’s reasons for               Please see above.
                considering him independent?
                Please provide a detailed explanation.
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