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CORPORATE
GOVERNANCE

Guideline Questions How has the Company complied?
Guideline
9.6 (a) Please describe how the remuneration The ERCC seeks to ensure that the level and mix of remuneration of
received by executive directors and the CEO (Executive Director) and key management personnel are
Guideline key management personnel has been competitive and relevant, linked to the achievement of business
6.1 determined by the performance criteria. and individual performance targets and aligned with shareholders’
interest and promote long-term success of the Group. Remuneration
Guideline for the CEO and key management personnel comprises a fixed
13.1 component, variable cash component, share-based component and
market-related benefits. The performance targets are determined
by the ERCC and are set at realistic yet stretched levels each year to
motivate a high degree of business performance with emphasis on
both short and long-term quantifiable objectives.

(b) What were the performance conditions Please refer to the performance conditions used to determine the
used to determine their entitlement under key management personnel’s entitlement under the short-term
the short-term and long-term incentive and long-term incentive schemes as set out in the Corporate
schemes? Governance Report.

(c) Were all of these performance conditions The performance conditions were met according to the
met? If not, what were the reasons? performance level achieved.

RISK MANAGEMENT AND INTERNAL CONTROLS

What types of information does the Company The Board receives monthly management and financial reports
provide to independent directors to enable providing updates on key performance indicators and financial
them to understand its business, the business analysis on the Group, and regular analysts’ reports and media
and financial environment as well as the risks articles on StarHub and the industry. Other related business reports
faced by the Company? How frequently is the are also provided to the Board regularly and upon request by the
information provided? Board from time to time. Such reports enable the Directors to keep
abreast of key issues and developments in the industry, as well
as challenges and opportunities for the Group and thereby make
informed and sound decisions.

Every quarter, Board papers and agenda items are dispatched to
the Directors prior to scheduled meetings. This is to give Directors
sufficient time to review and consider the matters being tabled and/
or discussed. The Board also receives updates from the respective
Chair of the Board Committees at Board meetings on key matters
raised and/or decisions made at the last held Board Committee
meeting. For any matter requiring the Board’s approval, the Board
Committees would recommend the course of action to the Board for
its consideration and decision. Minutes of the meetings of the AC, the
SC and the RC are also circulated to the Board for its information.

The Board has access to Management at all times to answer any
query raised by any Director. Frequent dialogues and interactions
take place between Management and the Directors.

Does the Company have an internal audit Yes.
function? If not, please explain why.