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StarHub Ltd — Proxy Solicitation & Information Statement 2020
Apr 30, 2020
74317_rns_2020-04-30_856246ab-d44d-4579-9039-500bde8b87ac.pdf
Proxy Solicitation & Information Statement
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STARHUB LTD (Incorporated in the Republic of Singapore) Co. Reg. No. 199802208C
NOTICE OF TWENTY-SECOND ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Twenty-Second Annual General Meeting of StarHub Ltd (the “ Company ”) will be convened and held by way of electronic means on 22 May 2020 at 10.00 a.m. for the following purposes:
Ordinary Business
| 1 | To receive and adopt the Directors’ Statement and the Audited Financial Statements for the financial year ended 31 December 2019 and the Auditors’ Report therein. |
Resolution 1 |
|---|---|---|
| 2 | To re-elect the following Directors who will retire and who, being eligible, will offer themselves for re-election: |
|
| (a) Mr Steven Terrell Clontz; |
Resolution 2 | |
| (b) Mr Teo Ek Tor; and |
Resolution 3 | |
| (c) Mr Stephen Geoffrey Miller. |
Resolution 4 | |
| The profiles of Mr Clontz, Mr Teo and Mr Miller can be found in the Board of Directors section of the StarHub Ltd Annual Report 2019 and the Additional Information on Directors Seeking Re-election attached hereto. |
||
| 3 | To approve the sum of S$1,524,707.00 (FY2018: S$1,610,405.00) as Directors’ Remuneration incurred in the financial year ended 31 December 2019 comprising: |
Resolution 5 |
| (a) S$1,083,832.40 to be paid in cash (FY2018: S$1,144,199.00); and |
||
| (b) S$440,874.60 to be paid in the form of restricted share awards (FY2018: S$466,206.00). |
||
| 4 | To declare a final dividend of 2.25 cents per ordinary share for the financial year ended 31 December 2019. |
Resolution 6 |
| 5 | To re-appoint KPMG LLP as Auditors of the Company and to authorise the Directors to fix their remuneration. |
Resolution 7 |
| Spe | cial Business | |
| To c prop |
onsider and if thought fit, to pass the following resolutions which will be osed as Ordinary Resolutions: |
|
| 6 | That authority be and is hereby given to the Directors to: | Resolution 8 |
| (a) (i) issue shares of the Company (“shares”) whether by way of rights, bonus or otherwise; and/or (ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into shares, |
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at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit; and
- (b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in force,
provided that:
-
(1) the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with subparagraph (2) below), of which the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 15% of the total number of issued shares (excluding treasury shares and subsidiary holdings) (as calculated in accordance with subparagraph (2) below);
-
(2) (subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited (“ SGX-ST ”)) for the purpose of determining the aggregate number of shares that may be issued under subparagraph (1) above, the total number of issued shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings), at the time this Resolution is passed, after adjusting for:
-
(i) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which were issued and are outstanding or subsisting at the time this Resolution is passed; and
-
(ii) any subsequent bonus issue, consolidation or subdivision of shares,
and, in sub-paragraph (1) above and this sub-paragraph (2), “subsidiary holdings” has the meaning given to it in the Listing Manual of the SGX-ST;
-
(3) in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the Constitution for the time being of the Company; and
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(4) (unless revoked or varied by the Company in General Meeting) the authority conferred by this Resolution shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.
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- 7 That authority be and is hereby given to the Directors to:
Resolution 9
-
(a) offer and grant awards in accordance with the provisions of the StarHub Performance Share Plan 2014 (the “ PSP 2014 ”) and/or the StarHub Restricted Stock Plan 2014 (the “ RSP 2014 ”) (the PSP 2014 and the RSP 2014, together the “ Share Plans ”); and
-
(b) allot and issue from time to time such number of ordinary shares as may be required to be allotted and issued pursuant to the vesting of awards granted under the Share Plans,
provided that the aggregate number of ordinary shares allotted and issued under the Share Plans shall not exceed the limits specified in the rules of the Share Plans.
- 8 To transact such other business as may be transacted at an Annual General Meeting of the Company.
By Order of the Board
Veronica Lai Company Secretary
Singapore, 30 April 2020
Notes:
-
The Annual General Meeting is being convened, and will be held, by way of electronic means pursuant to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. Printed copies of this Notice will not be sent to members. Instead, this Notice will be sent to members by electronic means via publication on SGXNet and the Company’s Investor Relations (“ IR ”) website at the URL http://ir.starhub.com/AGM-EGM.
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Alternative arrangements relating to attendance at the Annual General Meeting via electronic means (in particular, arrangements by which the meeting can be electronically accessed via live audio-visual webcast or live audioonly stream), submission of questions to the Chairman of the Meeting in advance of the Annual General Meeting, addressing of substantial and relevant questions at the Annual General Meeting and voting by appointing the Chairman of the Meeting as proxy at the Annual General Meeting, are set out in the accompanying announcement by the Company dated 30 April 2020. This announcement may be accessed at the Company’s IR website at the URL http://ir.starhub.com/AGM-EGM, and will also be made available on SGXNet.
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Due to the current COVID-19 restriction orders in Singapore, a member will not be able to attend the Annual General Meeting in person. A member (whether individual or corporate) must appoint the Chairman of the Meeting as his/her/its proxy to attend, speak and vote on his/her/its behalf at the Annual General Meeting if such member wishes to exercise his/her/its voting rights at the Annual General Meeting. The accompanying proxy form for the Annual General Meeting may be accessed at the Company’s IR website at the URL http://ir.starhub.com/AGM-EGM, and will also be made available on SGXNet.
Where a member (whether individual or corporate) appoints the Chairman of the Meeting as his/her/its proxy, he/she/it must give specific instructions as to voting, or abstention from voting, in respect of a Resolution in the form of proxy, failing which the appointment of the Chairman of the Meeting as a proxy for that Resolution will be treated as invalid.
CPF or SRS investors who wish to appoint the Chairman of the Meeting as proxy should approach their respective Agent Banks or SRS Operators to submit their votes by 5.00 p.m. on 12 May 2020.
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The Chairman of the Meeting, as proxy, need not be a member of the Company.
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The instrument appointing the Chairman of the Meeting as proxy must be submitted to the Company in the following manner:
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(a) if submitted by post, be deposited at the office of the Company’s Share Registrar, M & C Services Private Limited, at 112 Robinson Road, #05-01, Singapore 068902; or
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(b) if submitted electronically, be submitted via email to the Company’s Share Registrar at [email protected],
in either case, not less than 72 hours before the time appointed for the Annual General Meeting.
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A member who wishes to submit an instrument of proxy must first download, complete and sign the proxy form, before submitting it by post to the address provided above, or before scanning and sending it by email to the email address provided above.
In view of the current COVID-19 situation and the related safe distancing measures which may make it difficult for members to submit completed proxy forms by post, members are strongly encouraged to submit completed proxy forms electronically via email.
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The Annual Report 2019 (and updated Shareholding Information as at 24 April 2020) may be accessed at the Company’s IR website at the URL http://ir.starhub.com/AGM-EGM by clicking on the links for ‘Annual Report 2019’ and ‘Shareholding Information’ respectively.
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In the case of an equality of votes under any one of the Resolutions set out above, the Chairman of the Meeting will not exercise his entitlement to a casting vote at the Annual General Meeting of the Company notwithstanding Article 68 of the Constitution of the Company.
Explanatory Notes:
Resolution 5
Resolution 5 is to approve the payment of an aggregate sum of S$1,524,707, as Directors’ remuneration for the nonexecutive Directors of the Company for the financial year ended 31 December 2019. The FY2018 aggregate sum of S$1,610,405 included the amount of S$89,330 being the fees paid in arrears for the services rendered by the Board Executive Committee (“ Board ExCo ”) for the period from its establishment on 5 December 2017 to its dissolution on 7 August 2018 in accordance with the Board ExCo Terms of Reference. The total Directors’ remuneration for the nonexecutive Directors of the Company for the financial year ended 31 December 2019 takes into account (a) the 10% voluntary fee reduction, which the non-executive Directors took to give continued support to StarHub’s strategic transformation plan; and (b) an additional voluntary fee reduction of up to 10%, which the non-executive Directors took to contribute to the StarHub Cares COVID-19 Fund. If approved, each of the non-executive Directors will receive 70% of his/her Directors’ remuneration in cash and (with the exception of Mr Naoki Wakai) 30% of his/her Directors’ remuneration in the form of a restricted share award. Mr Naoki Wakai has declined the restricted share award grant and will only receive the cash component of his remuneration. See the section on “2. Remuneration Matters” in the Corporate Governance section of the Annual Report 2019 for the rationale in relation to the share component of the non-executive Directors’ remuneration. The number of shares to be awarded will be based on the volume weighted average price of a share in the Company listed on the SGX-ST over the 14 trading days commencing on the ex-dividend date that immediately follows the Annual General Meeting. The number of shares to be awarded will be rounded down to the nearest hundred, with cash to be paid in lieu of the remaining shares arising. The restricted share awards will consist of the grant of fully paid shares, without any performance or vesting conditions attached. However, in order to encourage alignment of the interests of the Directors with the interests of shareholders, non-executive Directors who received the aforesaid restricted share award are required to hold shares worth at least (a) the prevailing annual basic retainer fee, or (b) the aggregate of (i) the total number of shares awarded as part of their remuneration for the financial year ended 31 December 2011 and each subsequent financial year thereafter and (ii) 50% of the total number of shares awarded from the financial year ended 31 December 2007 to the financial year ended 31 December 2010, whichever is lower. Non-executive Directors can dispose of all their shares one year after ceasing to be a Director.
Resolution 8
Resolution 8 is to empower the Directors to issue shares and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in pursuance of such instruments, up to a number not exceeding in total 50% of the total number of issued shares (excluding treasury shares and subsidiary holdings), with a sub-limit of 15% (instead of 20% as permitted under the Listing Manual of the SGX-ST) for issues other than on a pro rata basis to shareholders. For the purpose of determining the aggregate number of shares that may be issued, the total number of issued shares (excluding treasury shares and subsidiary holdings) shall be based on the total number of issued shares (excluding treasury shares and subsidiary holdings) at the time that Resolution 8 is passed, after adjusting for (a) new shares arising from the conversion or exercise of any convertible securities or share options or vesting of share awards which were issued and are outstanding or subsisting at the time that Resolution 8 is passed, and (b) any subsequent bonus issue, consolidation or subdivision of shares.
Resolution 9
Resolution 9 is to empower the Directors to offer and grant awards and to allot and issue ordinary shares pursuant to the Share Plans provided that the aggregate number of ordinary shares allotted and issued under the Share Plans shall not exceed the limits specified in the rules of the Share Plans. The rules of the Share Plans limit the aggregate number of ordinary shares that may be allotted and issued under the Share Plans to 8% (instead of 15% as permitted under the Listing Manual of the SGX-ST) of the total number of issued shares (excluding treasury shares and subsidiary holdings). Approval for the adoption of the Share Plans was given by shareholders at an Extraordinary General Meeting of the Company held on 14 April 2014. The grant of awards under the respective Share Plans will be made in accordance with their respective provisions.
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NOTICE OF RECORD DATE AND FINAL DIVIDEND PAYMENT DATE
Notice is hereby given that, subject to the approval of the shareholders to the final dividend at the Twenty-Second Annual General Meeting, the Register of Members and the Transfer Books of the Company will be closed on 29 May 2020.
Duly completed registrable transfers received by the Company’s Share Registrar, M & C Services Private Limited, 112 Robinson Road, #05-01, Singapore 068902 up to the close of business at 5.00 p.m. on 28 May 2020 will be registered to determine members’ entitlements to the final dividend. Subject as aforesaid, persons whose securities accounts with The Central Depository (Pte) Limited are credited with ordinary shares as at 5.00 p.m. on 28 May 2020 will be entitled to the final dividend.
The final dividend, if so approved by shareholders, will be paid on 12 June 2020.
Personal data privacy:
By submitting an instrument appointing the Chairman of the Meeting as proxy to attend, speak and vote at the Annual General Meeting and/or any adjournment thereof, a member of the Company (i) consents to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the Chairman of the Meeting as proxy appointed for the Annual General Meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the Annual General Meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines.
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | STEVEN TERRELL CLONTZ |
|---|---|
| Date of appointment | 8 December 1999 |
| Date of last re-appointment (if applicable) | 19 April 2018 |
| Age (in 2020) | 70 |
| Country of principal residence | United States of America |
| The Board’s comments on this re-appointment (including rationale, selection criteria, and the search and nomination process) |
The Board of Directors has considered and accepted the recommendation of the Nominating and Governance Committee, which has reviewed Mr Clontz’s qualifications and experience, and approved the re-appointment of Mr Clontz as a Non-Executive Director and the Chairman of StarHub. |
| Mr Clontz abstained from voting on the Nominating and Governance Committee and the Board resolutions relating to his re-appointment. |
|
| Whether appointment is executive and if so, the area of responsibility |
Non-Executive |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) |
Non-Executive Chairman Strategy Committee Chairman Nominating and Governance Committee Member |
| Professional qualifications | - |
| Working experience and occupation(s) during the past 10 years |
Senior Executive Vice-President, International, ST Telemedia January 2010 to present |
Shareholding interest in StarHub Ltd and 199,300 shares in StarHub Ltd its subsidiaries
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | STEVEN TERRELL CLONTZ |
|---|---|
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, StarHub Ltd and/or substantial shareholder of StarHub Ltd or of any of its principal subsidiaries |
No (except for the positions and/or directorships held in ST Telemedia (Senior Executive Vice-President), STT GDC Pte. Ltd. (Director), U Mobile Sdn. Bhd. (Executive Committee Chairman) and Temasek International (USA) (Advisor)) |
| Conflict of interest (including any competing business) |
No (except arising from directorship and position held in STT GDC Pte Ltd and U Mobile Sdn. Bhd. which have business collaborations with StarHub in data centre services and international mobile roaming arrangements respectively) |
| Undertaking (in the format set out in Appendix 7.7) under Rule 720(1) has been submitted to StarHub Ltd |
Yes |
| Other Principal Commitments, including Directorships | |
| Past (for the last 5 years) | Emerald Communications (Cayman) SPC (Director) |
| Present *Listed Companies |
CenturyLink, Inc.* (Director) Commerce Parent, Inc. (Director) Commerce Topco, LLC (Director) Armor Defense Inc. (Director) Virgin Mobile Latin America, Inc. (Director) Cloud9 Technologies, LLC (Director) STT GDC Pte. Ltd. (Director) PSA International Pte Ltd (Director) ST Telemedia (Senior Executive Vice-President, International) Temasek International (USA) (Advisor) U Mobile Sdn. Bhd. (Executive Committee Chairman) |
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | STEVEN TERRELL CLONTZ |
|---|---|
| Other Information | |
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? |
No |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? |
No |
| (c) Whether there is any unsatisfied judgment against him? |
No |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? |
No |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? |
No |
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | STEVEN TERRELL CLONTZ |
|---|---|
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? |
No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? |
No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? |
No |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? |
No |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of: |
|
| (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or |
No |
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or |
No |
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | STEVEN TERRELL CLONTZ |
|---|---|
| (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or |
No |
| (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? |
No |
| (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? |
No |
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | TEO EK TOR |
|---|---|
| Date of appointment | 16 August 2004 |
| Date of last re-appointment (if applicable) | 12 April 2017 |
| Age (in 2020) | 67 |
| Country of principal residence | Singapore |
| The Board’s comments on this re-appointment (including rationale, selection criteria, and the search and nomination process) |
The Board of Directors has considered and accepted the recommendation of the Nominating and Governance Committee, which has reviewed Mr Teo’s qualifications, experience and independence, and approved the re-appointment of Mr Teo as an Independent Non-Executive Director of StarHub. |
| Mr Teo abstained from voting on the Nominating and Governance Committee and the Board resolutions relating to his re-appointment. |
|
| Whether appointment is executive and if so, the area of responsibility |
Non-Executive |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) |
Independent Non-Executive Director Executive Resource and Compensation Committee Chairman Nominating and Governance Committee Member |
| Professional qualifications | - |
| Working experience and occupation(s) during the past 10 years |
Chairman, PrimePartners Corporate Finance Pte Ltd January 2019 to present Chairman, Aris PrimePartners Asset Management January 2014 to present |
| Chairman, PrimePartners Group Pte Ltd 2010 to present |
|
| Director, PrimePartners Corporate Finance Pte Ltd 2010 to December 2018 |
|
| Managing Partner, PrimePartners Asset Management Pte Ltd 2010 to December 2013 |
|
| Shareholding interest in StarHub Ltd and its subsidiaries |
232,238 shares in StarHub Ltd |
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | TEO EK TOR |
|---|---|
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, StarHub Ltd and/or substantial shareholder of StarHub Ltd or of any of its principal subsidiaries |
No |
| Conflict of interest (including any competing business) |
No |
| Undertaking (in the format set out in Appendix 7.7) under Rule 720(1) has been submitted to StarHub Ltd |
Yes |
| Other Principal Commitments, including Directorships | |
| Past (for the last 5 years) | Nil |
| Present *Listed Companies |
PrimeFounders Pte Ltd (Director) PrimePartners Group Pte Ltd (Chairman) PrimePartners Corporate Finance Pte Ltd (Chairman) Aris PrimePartners Asset Management Pte Ltd (Chairman) WhiteRock Medical Company Pte Ltd (Director) Prime Agri Limited (Director) Ensign InfoSecurity Pte. Ltd. (Director) Food Ventures Pte. Ltd. (Director) |
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | TEO EK TOR |
|---|---|
| Other Information | |
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? |
No |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? |
No |
| (c) Whether there is any unsatisfied judgment against him? |
No |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? |
No |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? |
No |
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | TEO EK TOR |
|---|---|
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? |
No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? |
No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? |
No |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? |
No |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of: |
|
| (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or |
Yes Please refer to Note 1 below for details. |
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or |
No |
Note 1:
Our Independent Director, Mr Teo Ek Tor, has been the non-executive chairman of PrimePartners Corporate Finance Pte Ltd (“ PPCF ”) since 1 January 2019 and has been a non-executive director of PPCF since 5 September 2002. PPCF provides corporate finance advisory and capital raising services and is a full sponsor for Catalist listed companies. The material incidents where PPCF had been investigated for a breach of law or regulatory requirement during the period when Mr Teo has been a director of PPCF are as follows:
(a) in 2012, PPCF was reminded by the Singapore Exchange Securities Trading Limited of the importance of being thorough and circumspect in assessing the suitability of board appointees of its sponsored Catalist listed companies; and
(b) in September 2018, Best Grace Holdings Limited (“ Best Grace ”) had announced a voluntary conditional cash offer for shares in the capital of Delong Holdings Limited (the “ Offer ”) and PPCF was the financial adviser to Best Grace in relation to such Offer which was subsequently withdrawn. In April 2019, the Securities Industry Council (“ SIC ”) conducted a hearing to inquire if PPCF had failed in its responsibility to ensure that Best Grace complied with rule 17.1 of the Singapore Code on Take-overs and Mergers (the “ Code ”) which relates to the offer price for cash offers. Following the hearing, the SIC ruled that rule 17.1 of the Code had been breached and PPCF was censured by the SIC in its public statement issued on 29 July 2019.
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | TEO EK TOR |
|---|---|
| (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or |
No |
| (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? |
No |
| (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? |
No |
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | STEPHEN GEOFFREY MILLER |
|---|---|
| Date of appointment | 1 January 2017 |
| Date of last re-appointment (if applicable) | 12 April 2017 |
| Age (in 2020) | 57 |
| Country of principal residence | Singapore |
| The Board’s comments on this re-appointment (including rationale, selection criteria, and the search and nomination process) |
The Board of Directors has considered and accepted the recommendation of the Nominating and Governance Committee, which has reviewed Mr Miller’s qualifications and experience, and approved the re-appointment of Mr Miller as a Non-Executive Director of StarHub. Mr Miller abstained from voting on the Board resolution relating to his re-appointment. |
| Whether appointment is executive and if so, the area of responsibility |
Non-Executive |
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) |
Non-Executive Director Risk Committee Chairman Strategy Committee Member Executive Resource and Compensation Committee Member |
| Professional qualifications | - |
| Working experience and occupation(s) during the past 10 years |
President & Group CEO, ST Telemedia Group January 2017 to present President & CEO (Designate), ST Telemedia September 2016 to December 2016 Consultant, ST Telemedia’s investee companies, including StarHub Ltd, U Mobile Sdn. Bhd. and Sky Cable Corporation July 2014 to August 2016 President & COO, ST Telemedia June 2013 to June 2014 President and CFO, ST Telemedia April 2012 to May 2013 Senior Executive VP & CFO, ST Telemedia July 2010 to March 2012 CFO, ST Telemedia January 2005 to June 2010 |
Shareholding interest in StarHub Ltd and 57,000 shares in StarHub Ltd its subsidiaries
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION (continued)
| Name of Director | STEPHEN GEOFFREY MILLER |
|---|---|
| Any relationship (including immediate family relationships) with any existing director, existing executive officer, StarHub Ltd and/or substantial shareholder of StarHub Ltd or of any of its principal subsidiaries |
No (except for the positions and directorships held in ST Telemedia (President & Group CEO and Director), TeleChoice International Limited (Director), Asia Mobile Holdings Pte. Ltd. (Director), STT GDC Pte. Ltd. (Director), Armor Defense Inc (Director) and 2nd Watch, Inc. (Director)) |
| Conflict of interest (including any competing business) |
No (except arising from directorships and positions held in STT GDC Pte. Ltd., Telechoice International Limited and U Mobile Sdn. Bhd. which have business collaborations with StarHub in data centre services, prepaid card distribution and international mobile roaming arrangements respectively) |
| Undertaking (in the format set out in Appendix 7.7) under Rule 720(1) has been submitted to StarHub Ltd |
Yes |
| Other Principal Commitments, including Directorships | |
| Past (for the last 5 years) | Advanced Info Service Public Company Limited (Director) Advanced Wireless Network Co., Ltd. (Director) Greenwave Holdings Inc. (Director) Sky Cable Corporation (Advisory Committee Member) |
| Present *Listed Companies |
ST Telemedia (President & Group CEO and Director) TeleChoice International Limited* (Director) Asia Mobile Holdings Pte. Ltd. (Director) STT GDC Pte. Ltd. (Director) Armor Defense Inc (Director) 2nd Watch, Inc. (Director) |
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | STEPHEN GEOFFREY MILLER |
|---|---|
| Other Information | |
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? |
No |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? |
No |
| (c) Whether there is any unsatisfied judgment against him? |
No |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? |
No |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? |
No |
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
| Name of Director | STEPHEN GEOFFREY MILLER |
|---|---|
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? |
No |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? |
No |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? |
No |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? |
No |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of: |
|
| (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or |
No |
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or |
No |
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STARHUB LTD
ADDITIONAL INFORMATION ON DIRECTORS SEEKING RE-ELECTION
-
Name of Director STEPHEN GEOFFREY MILLER (iii) any business trust which has been No investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
-
(iv) any entity or business trust which has been No investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?
-
(k) Whether he has been the subject of any current No or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere?
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