StarHub : Financial Statements ( 809 KB)

FINANCIALS

• 175FY2021 Financial Statements

• 176Directors' Statement

• 184 Independent Auditors' Report

• 190 Statements of Financial Position

• 191 Consolidated Income Statement

• 192 Consolidated Statement of Comprehensive Income

• 193 Statements of Changes in Equity

• 197 Consolidated Cash Flow Statement

• 199 Notes to the Financial Statements

ADDITIONAL INFORMATION

• 276 Interested Person Transactions and Material Contracts

• 278 Shareholding Information

• 280 Notice of Twenty-Fourth Annual General Meeting

• 286 Additional Information on Directors Seeking Re-election

  Proxy Form

DIRECTORS' STATEMENT

We are pleased to submit this annual report to the members of the Company together with the audited financial statements for the financial year ended 31 December 2021.

In our opinion:

• (a) the financial statements set out on pages 190 to 275 are drawn up so as to give a true and fair view of the financial posion of the Group and of the Company as at 31 December 2021 and the financial performance and the cash flows of the Group, and changes in equity of the Group and of the Company for the year ended on that date in accordance with the provisions of the Companies Act 1967 and Singapore Financial Reporng Standards (Internaonal); and

• (b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.

DIRECTORS

The directors in office at the date of this statement are as follows:

Steven Terrell Clontz

(Chairman)

Nikhil Oommen Jacob Eapen

(Appointed on 11 August 2021)

Ma Kah Woh

Stephen Geoffrey Miller

Nihal Vijaya Devadas Kaviratne CBE Michelle Lee Guthrie

Nayantara Bali

Ng Shin Ein

Lionel Yeo Hung Tong Lim Tse Ghow Olivier Teo Ek Tor

(Appointed on 12 February 2022)

Naoki Wakai

Ahmad Abdulaziz A A Al-Neama

(Appointed on 11 August 2021)

DIRECTORS' INTERESTS

According to the register kept by the Company for the purposes of Secon 164 of the Companies Act 1967, parculars of interests of directors who held office at the end of the financial year (including those held by their spouses and infant children) in shares, debentures, warrants, share opons and share awards in the Company and in related corporaons (other than wholly-owned subsidiaries) are as follows:

Holdings

at beginning	Holdings
of the year/date of	at end
Names of director and corporaon in which interests are held	appointment	of the year
The Company
Ordinary shares
Steven Terrell Clontz	250,400	300,100

The Company

DIRECTORS' INTERESTS (CONTINUED)

Names of director and corporaon in which interests are held

Ordinary shares

Nikhil Oommen Jacob Eapen

Ma Kah Woh

Stephen Geoffrey Miller

Nihal Vijaya Devadas Kaviratne CBE Michelle Lee Guthrie

Nayantara Bali

Ng Shin Ein

Lionel Yeo Hung Tong Teo Ek Tor

Related Corporaons

CapitaLand Limited Ordinary Shares

Ma Kah Woh

Datameer, Inc.

Share Opons

Stephen Geoffrey Miller

Olam Internaonal Limited

Ordinary Shares

Nihal Vijaya Devadas Kaviratne CBE

Singapore Technologies Telemedia Pte Ltd

Debentures

Stephen Geoffrey Miller

Singapore Telecommunicaons Limited

Ordinary Shares

Ma Kah Woh

Lionel Yeo Hung Tong

177
SUSTAINABILITY	FINANCIALS
Holdings
at beginning	Holdings
of the year/date of	at end
appointment	of the year
-	730,000(1)
175,780	106,480
83,700	116,000
87,500	123,400
58,800	82,900
30,400	55,400
29,000	56,500
19,000	39,400
257,238	285,138
7,539	-
1,146,953(2)	1,146,953(2)
23,842	59,388
S$250,000(3)	S$250,000(3)
380	380
750	750

DIRECTORS'

STATEMENT (connued)

DIRECTORS' INTERESTS (CONTINUED)

Holdings

at beginning

of the year/date ofNames of director and corporaon in which interests are held

appointmentHoldings at end of the year

Related Corporaons

TeleChoice Internaonal Limited

Ordinary Shares

Stephen Geoffrey Miller

251,000

251,000

The Company

Condional awards of shares under StarHub Performance Share Plan

Nikhil Oommen Jacob Eapen

- 622,000(4)

Condional awards of shares under StarHub Restricted Stock Plan

Nikhil Oommen Jacob Eapen

309,000(5) 309,000(5)

• (1) Held by a nominee.

• (2) Share Opon under Datameer, Inc. 2009 Stock Plan held in trust for STT inTech Pte. Ltd. The share opon is exercisable at US$1.56 per share and expires on

  15 November 2027.

• (3) 5% Subordinated Perpetual Securies under Singapore Technologies Telemedia Pte Ltd's S$2,000,000,000 Mulcurrency Debt Issuance Programme.

• (4) A condional award was granted in August 2021. The performance period is from 2021 to 2023. No shares will be delivered if the threshold performance targets are not achieved, while up to 1.5 mes the number of shares that are the subject of the award will be delivered if the performance targets are met or exceeded.

• (5) A condional award was granted in March 2021. The performance period was over the one year of 2021. No shares will be delivered if the threshold performance targets are not achieved, while up to the number of shares that are the subject of the award will be delivered if the performance targets are met or exceeded.

Except as disclosed in this statement, no director who held office at the end of the financial year had interests in shares, debentures, warrants, share opons or share awards of the Company, or of its related corporaons, either at the beginning of the financial year, or date of appointment if later, or at the end of the financial year.

There were no changes in the above-menoned directors' interests in the Company between the end of the financial year and 21

January 2022.

Except as disclosed under the "Share-based Payments" secon of this statement, neither at the end of nor at any me during the financial year, was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquision of shares in or debentures of the Company or any other body corporate.

SHARE-BASED PAYMENTS

The Company has in place the StarHub Performance Share Plan 2014 and the StarHub Restricted Stock Plan 2014 (collecvely, "StarHub Share Plans 2014", and each, "StarHub PSP 2014" and "StarHub RSP 2014" respecvely). The StarHub Share Plans 2014 were approved and adopted at the Extraordinary General Meeng of the Company held on 14 April 2014.

The StarHub Share Plans 2014 are administered by the Company's Execuve Resource and Compensaon Commiee ("ERCC") comprising three directors, namely Michelle Lee Guthrie, Stephen Geoffrey Miller and Lionel Yeo Hung Tong.

The Company designates Singapore Technologies Telemedia Pte Ltd as its parent company ("Parent Company") for purposes of the Plans.

SUSTAINABILITY

FINANCIALS

179

SHARE-BASED PAYMENTS (CONTINUED)

StarHub Share Plans 2014

(i) The StarHub Share Plans 2014 were implemented with the objecves of movang key execuves to strive for superior performance and sustaining long-term growth for the Group.

• (ii) The following persons were/shall be eligible to parcipate in the StarHub Share Plans, respecvely at the absolute discreon of the ERCC:

  • (1) employees (including execuve directors) and non-execuve directors of the Group;

  • (2) employees (including execuve directors) and non-execuve directors of the Parent Group who meet the relevant age and rank criteria and whose services have been seconded to a company within the Group and who shall be regarded as an employee of the Group for the purposes of the StarHub Share Plans; and

  • (3) employees and non-execuve directors of the Company's associated companies, who in the opinion of the ERCC, have contributed or will contribute to the success of the Group.

• (iii) Under the StarHub PSP 2014, awards of shares are granted on an annual basis, condional on targets set for a performance period, currently prescribed to be a three-year period. Awards represent the right of a parcipant to receive fully paid shares, their equivalent cash value or combinaons thereof, free of charge, upon the parcipant achieving prescribed performance targets set based on medium-term corporate objecves.

  Awards are released once the ERCC is sasfied that the prescribed performance targets have been achieved. The actual number of shares given will depend on the level of achievement of the prescribed performance targets over the performance period.

  Since the commencement of the StarHub PSP 2014 to the financial year ended 31 December 2021, condional awards aggregang 7,224,500 shares have been granted under the aforesaid plan. For share awards granted prior to and during the financial year ended 31 December 2016, no shares will be delivered if the threshold performance targets are not achieved, while up to 1.825 mes the number of shares that are the subject of the award will be delivered if the stretch performance targets are met or exceeded. The performance targets benchmark (a) the performance of the Company's Total Shareholders' Return ("TSR") measured against the MSCI Asia-Pacific Telecommunicaons Index (including Japan) over the performance period, and (b) the Wealth Added which measures investment performance in terms of the Company's TSR against shareholders' expected returns using cost of equity as a benchmark.

  For share awards granted during and from the financial year ended 31 December 2017 to financial year ended 31 December 2018, no shares will be delivered if the threshold performance targets are not achieved, while up to 1.5 mes the number of shares that are the subject of the award will be delivered if the stretch performance targets are met or exceeded. The performance targets benchmark (a) Returns on Invested Capital ("ROIC"), and (b) the Wealth Added which measures investment performance in terms of the Company's TSR against shareholders' expected returns using cost of equity as a benchmark.

  For share awards granted during and aſter the financial year ended 31 December 2019, no share awards will be delivered if the performance targets are not achieved, while up to 1.5 mes the number of shares that are the subject of the award will be delivered if the stretch performance targets are met or exceeded. The performance targets benchmark (a) Absolute TSR against Cost of Equity hurdles (i.e. measure of Wealth added), and (b) the Relave TSR against selected peers from the MSCI Asia Pacific Telecommunicaons Index, and (c) Transformaon Key Performance Indicators reflecve of the strategic growth objecves of StarHub.