THE BOARD'S CONDUCT OF AFFAIRS
Board Duties
The Board oversees the business performance and affairs of the StarHub Group (Group) and is responsible for its long-term
success. The Board guides and works closely with Management to ensure the alignment of interests of the Board and
Management with that of shareholders particularly, and with stakeholders more broadly.
The Board’s key roles and responsibilities are:
- Set StarHub’s values and standards (including
ethical standards) and corresponding corporate
culture, to ensure that our obligations to
shareholders and stakeholders are wellunderstood
and duly met;
- Provide proactive and focused leadership and
guidance to Management and steer the Group in
the appropriate strategy and corporate plan;
- Review and approve key operational and business
initiatives, annual budgets, major funding and
investment proposals, acquisitions
and divestments;
- Establish a framework of prudent and effective
controls supported by clear and robust procedures
and delegated authorities, which enables risks
to be assessed and managed to safeguard
shareholders’ interests and StarHub’s assets;
- Ensure that the necessary financial and human
resources are in place for the Group to meet
its objectives;
- Ensure regular and transparent communications
with shareholders and guide Management to
manage relationships with identified key
stakeholder groups, including staff, customers,
suppliers and business partners;
- Regularly review the performance of Management
and the remuneration framework of the Board
and Management, and perform succession
planning for the Board and Management;
- Consider sustainability in steering the Group’s
strategy and corporate plan, and ensure adoption
of environmental, social and governance (ESG)
factors; and
- Ensure the Group’s compliance with all relevant
laws and regulations (including legal, regulatory
and financial compliance), ethical standards and
the implementation of related policies and
processes, and ensure proper accountability.
The Board has established a framework on approval and
authorisation limits for capital and operating expenditure,
interested person transactions as well as 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 approval and
authority sub-limits for delegation to various Management levels
to optimise operational efficiency when undertaking the
day-to-day running of the business.
The Board and individual Directors act in good faith and make
decisions objectively in the best interests of StarHub and all
our shareholders.
The Chairman and the Directors support the Chief Executive
and Management in stakeholder engagements, including with
shareholders, business partners and regulators.
Access to Management, Advisers and Information
In furtherance of their duties, the Directors are given access to
independent professional advice at StarHub’s expense. At least
once a year, non-executive Directors (NED) meet to discuss,
inter alia, Management’s performance without the presence of
Management. In FY2022, a NED meeting and an independent
non-executive Directors’ (ID) meeting were held, as chaired by
the Chairman and the Lead Independent Director respectively.
In FY2022, StarHub transitioned to an improved Board management
solution (Board Portal). All Directors have direct access to the Board
Portal, which allows the Directors to securely access and read Board
and Board Committee materials electronically at their convenience,
in a more sustainable manner. Aligned with StarHub’s green
practices, written resolutions are now circulated to the Board via the
Board Portal, for secure reading and approval. The Board Portal also
provides relevant information and up-to-date policies that will help
Directors discharge their duties, including:
- Board meeting information and Board papers;
- Information on Directors’ statutory and other duties and responsibilities;
- Terms of Reference of the respective Board Committees and Board policies;
- Insider trading policy and Directors’ share trading policy of StarHub securities;
- Key industry news; and
- Business performance updates.
At least five business days prior to each Board or Board Committee
meeting, Management provides the Directors with timely and
relevant information pertaining to matters on the agenda, save for
sensitive matters to be tabled at the meeting itself. All sensitive
Board materials that are communicated electronically are encrypted
with passwords to safeguard their security.
The Chief Executive provides a quarterly report on the state of the
business, including analysis of trends and actionable insights. Any
material variance between budgets and actual results are disclosed
and discussed. Other related business reports and updates are also
provided to the Board regularly and upon request by the Board.
Collectively, this enables the Directors to keep abreast of key issues
and developments in the business and the industry as well as
challenges and opportunities for the Group, enabling sound decisions.
Management is available to answer any queries raised by the
Directors and to provide additional information as needed. Frequent
dialogue and interactions take place between Management and the
Directors, facilitating a good understanding of StarHub’s operations
and related information.
Delegation to Board Committees
The Board has constituted the following principal Board Committees to assist the Board in the discharge of its functions.
The composition of the Board Committees and their specific responsibilities and authority are set out in the relevant sections of this report.
Each committee has clear written Terms of Reference setting out its composition, authorities and duties, which are available on the StarHub
Investor Relations (IR) website. A Board Committee is required to operate and make decisions on matters within its Terms of Reference.
Additional Board Committees may be formed to undertake specific duties if necessitated by business requirements.
The Board Committee Chairmen provide updates to the Board at Board meetings, on key matters discussed and/or decisions made at the
last-held meeting of each Board Committee. For matters which require the Board’s approval, the Board Committees would also recommend
the course of action to the Board for its consideration and decision. Minutes of the Board Committee meetings are made available to the
Board for its information.
Board Meetings
Board and Board Committee meetings for the upcoming financial
year are scheduled in advance before the end of the current financial
year to enable Directors to plan and attend the meetings according to
the respective meeting schedules.
For FY2022, the Board held a total of five meetings, including the
annual Board Strategy meeting to review and discuss in detail the
Group’s strategic direction, and to consider the Group’s budget for
the upcoming financial year. The annual Board Strategy meeting provided a key opportunity to discuss, challenge and develop the
Group’s strategy, alongside Management. Additional Board meetings
were also convened to consider urgent proposals or matters which
required the Board’s approval.
Directors’ attendance at Board and Board Committee meetings, the
Annual General Meeting (AGM) and the Extraordinary General
Meeting (EGM) held in FY2022, is set out in the table below. There
was full board attendance at the AGM and EGM, as well as for all
scheduled Board meetings, save for one meeting which one Director
did not attend.
Table 1: Directors’ Attendance at Board/General Meetings During FY2022
Board Orientation and Continual Training & Development
All newly appointed Directors participate in a comprehensive
orientation programme that is bespoke for the Group’s business and
operations, including the opportunity to meet with the Chief
Executive and Management, to be given an overview of the Group’s
business activities, strategic directions, financials, policies,
governance practices, corporate culture as well as key regulatory,
legal and industry developments which affect the Group. The
Company Secretaries facilitate the newly appointed Directors’
understanding of their Board and Board Committee membership
details, director fees, statutory and other duties and responsibilities.
Arrangements are also made for newly appointed Directors without
prior experience as a director of a listed company on the SGX-ST, to
undergo mandatory training conducted by the Singapore Institute of
Directors on their roles and responsibilities. Mr Olivier Lim, who was
appointed to the Board on 12 February 2022, is experienced as a
director of a SGX-ST listed company, and accordingly was not
required to complete the said mandatory prescribed training.
The Board recognises that ongoing professional development is
important for the Directors to serve effectively and contribute to the
Board. The Directors are encouraged to continually develop and
refresh their professional knowledge and skills, and to keep
themselves abreast of relevant developments in the Group’s
business, and the regulatory and industry-specific environments in
which the Group operates. To this end, internal briefings as well as
external seminars are arranged for the Directors. In addition, the
Company Secretaries and members of Management also provide
regular updates to the Directors during Board meetings, as well as
through emails and the Board Portal, on key industry, technology,
legal, regulatory, accounting and sustainability updates which affect
the Group. These include updates from the management of
subsidiaries such as Ensign, Strateq Group and JOS Group.
In FY2022, the professional development programmes attended by the Directors included the following:
In addition, the Directors are free to conduct independent or collective discussions with Management and subject matter experts on any
areas of interest or concern.
Company Secretaries
The Directors have separate and independent access to the Company
Secretaries, who are qualified lawyers and trained in company
secretarial practices. The Company Secretaries administer, attend
and prepare minutes of all Board and Board Committee meetings
(except for the ERCC) and are responsible for ensuring that board
procedures are adhered to, and that the Group’s Constitution and
applicable laws and regulations are complied with. Working closely with the Chairman, they advise the Board on all legal and corporate
governance matters, and facilitate good communication within the
Board and Board Committees, as well as between the Board and
Management. The Company Secretaries are the primary channel of
communication between StarHub and the SGX-ST and the
Accounting and Corporate Regulatory Authority (ACRA). They also
facilitate the orientation of new Directors and assist in arranging
training for the Directors. The appointment and removal of the
Company Secretaries are subject to the Board’s approval.
BOARD COMPOSITION AND GUIDANCE
Board Size and Composition
As of 30 March 2023, the Board comprises 11 NEDs and 1 Executive
Director (ED), the majority of whom are IDs. In FY2022 and the
financial year ending 2023 (FY2023), as part of a continual Board
refresh, the following changes were made to the Board and
Board Committees:
- Mr Steven Terrell Clontz retired from the Board of Directors, and
as a member of the NGC, with effect from 1 January 2023.
- Mr Olivier Lim was appointed as an independent NED and a
member of the NGC on 12 February 2022, and was subsequently
appointed as independent Chairman of the Board on
1 January 2023.
- Mr Teo Ek Tor was appointed to the AC on 12 February 2022.
- Mr Stephen Miller retired from the RSC with effect from 1 January
2023, and was appointed a member of the NGC on 1 January 2023.
- Ms Nayantara Bali was appointed as Chairman of the RSC on
1 January 2023.
In addition, the following changes will be made to the Board and
Board Committees within FY2023:
- Mr Nihal Kaviratne will retire from the Board of Directors at the
conclusion of the AGM on 21 April 2023.
- Mr Olivier Lim will be appointed as Chairman of the NGC on
21 April 2023.
- Ms Nayantara Bali will be appointed as a member of the AC on
21 April 2023.
The Chairman of the Board, Mr Olivier Lim, is regarded an ID within
the meaning of the Code and SGX-ST Listing Rule 210(5)(d)(i).
The Board, through the NGC, reviews the size and composition of the
Board annually to ensure its overall effectiveness. The current Board
size is 12, and this is expected to reach 11 within FY2023 with the
above changes to the Board.
The Board has put in place a set of Board Composition Governance
Guidelines. The Guidelines set out the principles governing the
Board’s approach towards Board size, Director recruitment, Board
refresh and Director retirement by rotation, and serve as guidance to
the Board in the continual Board refresh.
Board Diversity
In FY2022, the Group put in place a Board Diversity Policy which sets
out the Group’s policy, framework and targets pertaining to diversity
on the Board. The NGC is responsible for setting and continually
reviewing the Board Diversity Policy, which has been approved by
the Board. The Board Diversity Policy:
- Addresses gender, skills, experience (local and international),
age, ethnicity, geography and other relevant aspects of diversity,
recognising that diversity is multi-dimensional in nature; and
- Includes a measurable target to be achieved within an
appropriate timeline.
In particular, the Board believes that gender is an important aspect
of diversity and targets to maintain a minimum of 25% female
representation on the Board within the next 3 to 5 years,
recognising that the Board’s needs will change over time.
Since FY2018, the Board has three female Directors on the Board
(including the RSC Chairman and the ERCC Chairman), which equates
to a 25% female representation on the Board. The continual Board
refresh also reflects an improved age diversity – the Directors’ age
range has broadened, with Directors’ ages ranging from 43 to 79.
The current composition of the Board serves StarHub’s needs and
plans within the context of current plans and future strategy. It
reflects StarHub’s firm belief that a well-balanced, diverse and
inclusive Board will contribute positively in overseeing the delivery
of the Group’s strategy, bringing fresh perspectives and providing
constructive challenges to Management. The Board consists of
Directors who are business leaders and professionals of high calibre
and integrity, with a broad range of core competencies and experience in enterprise and banking, accounting and finance,
investment, risk management, legal, regulatory, technology,
cybersecurity, business and industry knowledge, management and
strategic planning experience, sustainability as well as customerbased
experience and knowledge. The immense network of contacts
across various industries has proven invaluable to StarHub.
Collectively, the Board constantly seeks to identify areas of focus and
maintain an optimal mix of diversity. In this regard, the NGC has
developed a skills matrix as one criterion for Director appointments,
which is reviewed by the Board on an annual basis. The skills matrix
covers areas of expertise considered to be optimal for the Board
given the evolving business landscape in which the Group operates.
Board Tenure
The tenure of the Directors as a whole, and the IDs in particular, is
actively managed by the Board. Since 2017, there has been a
constant refresh of the Board. Of the 12 Directors on the Board,
6 Directors have served for 5 years or less, with 2 Directors having
served for more than 10 years. Amongst the 7 IDs, the majority have
a tenure of 5 years or less.
Lead Independent Director
The Lead ID, Mr Nihal Kaviratne, is also the NGC Chairman, and has
been serving as the Lead ID since 1 October 2018. His role includes:
- Ensuring he is available to shareholders for consultation and
direct communication, where contact via the normal channels of
the Chairman, the Chief Executive or the Chief Financial Officer
(CFO) is inappropriate or has failed to resolve their concerns;
- Serving as a liaison between the Chairman and the IDs;
- Providing a channel to IDs for confidential discussions on any
concerns and to resolve conflicts of interest as and when
necessary; and
- Having the authority to call for and lead meetings of IDs without
the presence of Management and provide feedback to the
Chairman as appropriate.
Mr Nihal Kaviratne will retire from the Board of Directors on
21 April 2023. As Mr Olivier Lim has been appointed as an
independent Chairman, there will be no replacement for a Lead ID.
CHAIRMAN AND CHIEF EXECUTIVE
StarHub has a clear division in responsibilities between the leadership
of the Board and Management. The Chairman and the Chief Executive
are separate persons, ensuring an appropriate balance of powers,
increased accountability and greater capacity for the Board to make
independent decisions. No single individual has unfettered powers of
decision-making within the Group.
The independent Chairman, Mr Olivier Lim, is unrelated to the Chief
Executive. He:
- Leads the Board to ensure its effectiveness on all aspects of its
role;
- Sets the agenda and ensures that adequate time is available for
discussion of all agenda items, in particular strategic issues;
- Promotes a culture of open interaction and constructive debate
at the Board level;
- Ensures that the Directors receive complete, adequate and timely
information. He works with the Chief Executive in relation to the
Board’s requirements for information in order to contribute
effectively to the Board decision-making process;
- Encourages effective communication with shareholders;
- Encourages constructive relations within the Board and between
the Board and Management. As the primary link between the
Board and Management, he provides continuity between Board
meetings and thereby oversees the effective implementation of
all Board decisions;
- Facilitates the effective contribution of NEDs; and
- Promotes high standards of corporate governance.
The Chief Executive, Mr Nikhil Eapen, leads the Management and has
full executive responsibility for the day-to-day running of the Group’s
business operations as well as the effective implementation of the
Group’s strategies and policies.
The individual profiles of the Directors can be found in the Board of
Directors and Directors’ Particulars sections on pages 56 to 61 and
pages 62 to 63 of the Annual Report respectively.
BOARD MEMBERSHIP
The NGC has been delegated responsibility to review and make recommendations to the Board regarding Board composition. It leads and
facilitates the Director nomination process based on written Terms of Reference that set out its authority and duties.
Process and Criteria for New Board Appointment
and Re-election
In proposing candidates for appointment or re-election as Directors,
the NGC considers several factors, including (a) the composition,
the diversity and the need for progressive renewal of the Board,
(b) each candidate’s competencies, commitment, contribution and
performance (including attendance, preparedness, participation and
candour) and (c) potential conflicts of interest. This ensures that the
Board composition reflects an appropriate mix having regard to
skills, experience, expertise, diversity and independence, which
enables the Board to stay engaged and agile in meeting the needs
of the Group. External consultants can be engaged to assist with the
selection process if necessary. All new appointments to the Board
are also subject to the approval of StarHub’s industry regulator, the
Infocomm Media Development Authority of Singapore.
In FY2022, one new Director – Mr Olivier Lim – was appointed to
the Board. Mr Olivier Lim was subsequently appointed as Chairman
of the Board on 1 January 2023.
In accordance with StarHub’s Constitution, all Directors who are
appointed by the Board during the course of the financial year
are required to retire and offer themselves for re-election by
shareholders at the first AGM of StarHub after their appointment.
In line with the Code and SGX-ST Listing Rule 720(5), StarHub also
requires all Directors to retire and offer themselves for re-election
by shareholders at least once every three years, if the Board, on the
recommendation of the NGC, deems it appropriate that they remain
in office.
Board Independence
The NGC assesses the independence of each Director annually, and
as and when circumstances require. Evaluation of director
independence is an important factor for NGC’s annual review of the
composition of the Board. To facilitate the assessment, StarHub has
adopted an annual verification procedure on director independence,
conflicts of interest, interested person transactions and other
commitments that could compromise a Director’s independence.
Directors are required to provide sufficient information for the
evaluation of his/her independence, including their professional
engagements, positions and directorships, and notify the Board of
any changes in such information.
Director independence is assessed based on the independence
criteria under the Code and SGX-ST Listing Rule 210(5)(d), as well as
other factors and circumstances that may potentially affect the
status or perception of a Director’s independence, in the overall
evaluation from the standpoint of both StarHub and the Directors.
When assessing objectivity and independent judgement, the NGC and
the Board consider, inter alia, the approach, character and attitude of
each Director and the value each Director brings, including whether
such Director:
- Is free from any interest and any business or other relationship
which could, or could reasonably be perceived to, interfere with
the exercise of the Director’s independent business judgement
with a view to the best interests of the Group;
- Has been employed by StarHub or any of our related corporations
during the financial year in question or in any of the previous
three financial years;
- Has an immediate family member who is employed or has been
employed by StarHub or any of StarHub’s related corporations for
the past three financial years, and whose remuneration is
determined by the ERCC; or
- Has any material contractual relationship with the Group other
than as a Director.
The NGC also has the discretion to consider that a Director is not
independent even in the absence of specific relationships or
circumstances described in the Code and SGX-ST Listing Rule
210(5)(d), and similarly provides its views to the Board for the
Board’s determination. The NGC has considered and is of the view
that as of 31 December 2022, all the IDs are sufficiently independent
and are able to objectively exercise their judgement in the best
interests of the Group.
Any Director who has an interest or relationship which is likely to
impact on his/her independence or conflict with a subject under
discussion by the Board is required to immediately declare his/her
interest or relationship to the Board, remove himself/herself from
the information flow, and abstain from participating in any further
discussion or voting on the subject matter.
Pursuant to the new amendments made to SGX-ST Listing Rule
210(5)(d) and the Code, a director who has been a director of the
company for an aggregate period of more than nine years may
only be considered independent until the conclusion of the annual
general meeting for the year ending 31 December 2023. As at
30 March 2023, one ID, namely Mr Nihal Kaviratne, has served on
the Board for more than nine years. In compliance with the
then-in-force regulations, namely SGX-SG Listing Rule 210(5)(d)(iii),
Mr Kaviratne’s continued appointment as an ID was approved in
separate resolutions at the 2021 AGM by (a) all shareholders, and
(b) all shareholders excluding shareholders who also serve as
Directors or the Chief Executive (and their associates).
As Mr Nihal Kaviratne will be retiring from the Board of Directors
at the conclusion of the AGM on 21 April 2023 and all remaining
IDs have a tenure of less than nine years, StarHub will maintain
full compliance with SGX-ST Listing Rule 210(5)(d) and the Code.
The individual independent status of the Directors can be found in the
Board of Directors section on pages 56 to 61 of the Annual Report.
Board's Time Commitment
Directors with multiple board representations and/or other principal
commitments (as defined in the Code) must ensure that they are able
to devote sufficient time and attention to the affairs of StarHub to
adequately carry out their duties as Directors of StarHub. The NGC
has reviewed the individual performance of each Director and is
satisfied that all Directors have dedicated adequate time to the
affairs of StarHub and have properly discharged their duties in
FY2022, and will continue to do so in FY2023. Although no maximum
limit has been formally set by the Board on the number of listed
company board representations a Director may hold, the NGC is of
the view that all Directors have fully discharged their duties as
Directors of StarHub based on the time and attention devoted by
each Director, their individual abilities and their respective
contribution of skills, knowledge and experience as well as their
commitment to the affairs of StarHub.
The Board does not have any alternate Directors. All Directors
dedicate their personal time and attention to the affairs of StarHub.
The attendance record can be found on page 75 of this report and the
principal commitments and directorships in any listed companies
currently held by the Directors can be found in the Directors’
Particulars section on pages 62 to 63 of the Annual Report.
BOARD PERFORMANCE
StarHub believes that Board performance is ultimately reflected in
the performance of the Group. The NGC has the responsibility of
assessing the effectiveness of the Board as a whole, as well as the
contribution of the Board Committees and each Director to the
effectiveness of the Board.
For FY2022, the Board engaged the assistance of Aon Solutions
Singapore Pte Ltd (Aon Solutions) as independent external
consultants to facilitate the annual evaluation of the performance
of the Board and the Board Committees. The evaluation process
identifies key issues pertaining to the effectiveness, efficiency and
functioning of the Board and the Board Committees, in particular
the following:
- Adequacy of the Board composition, including the Board size,
the degree of Board independence, the mix and diversity of skills,
experience, gender, knowledge and background of the Board
and the Board’s diversity policy for board refresh;
- Information management and Board processes, including
adequacy and timeliness of information provided to the Board,
insights by industry experts, and appropriate thresholds for
escalating information surrounding material strategic or
operational issues to the Board;
- Sustainability and Environmental, Social & Governance (ESG),
including appropriate consideration for a holistic view of
material stakeholder and ESG objectives for StarHub’s longterm
sustainability;
- Managing StarHub’s performance and the Board’s role in
providing stewardship for the organisation and steering growth;
- Effectiveness of Board Committees and time spent on activities
including strategy, execution and performance management;
- Chief Executive performance and ongoing succession planning
for the Chief Executive and Management;
- Director development and management, including training and
evaluation; and
- Reviewing the Group’s risk management processes and
addressing new or disruptive risks.
As part of the evaluation process, detailed questionnaires were
completed by each Director, with feedback on the key areas.
The annual review process facilitates consideration by the Board
on its membership and renewal. The results of the evaluation are
collected, analysed and presented to the NGC, in consultation
with the Chairman, and thereafter to the Board. The NGC reviews
and recommends to the Board the follow-up actions required
to strengthen the Board’s leadership in order to improve the
effectiveness of the Board’s oversight of StarHub. Where appropriate,
Management may also be involved in the review process, and will
assist in implementing the necessary measures.