SGX seeks independent assurance that SingPost follows audit recommendations

THE Singapore Exchange (SGX) on Tuesday has asked Singapore Post to obtain independent confirmation that recommendations set out in the executive summary of the special audit, which was released on Tuesday evening, are implemented.

"This must be released at the appropriate time taking into consideration the outcome of the CG (corporate governance) review," it said in a statement.

Its comment came in the wake of the special audit results on SingPost relating to an acquisition of a UK-based freight forwarder.

In a 52-page summary of their joint findings released on Tuesday, PricewaterhouseCoopers (PwC) and Drew & Napier said that "there was no deliberate intention to conceal" director Keith Tay's interest" in SingPost's acquisition of FS Mackenzie. They said it was Mr Tay who drew SingPost's attention to the error after the July 2014 SGX announcement was released. SingPost sought external legal advice on the incorrect announcement once the error was discovered and decided not to issue any correction based on that advice.

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SGX also emphasised that directors must disclose their interests in transactions under Section 156 of the Companies Act (Cap 50), and abstain from voting on such transactions under the company's constitution. SGX requires the constitution to state that directors shall not vote in regard to proposals in which he has directly or indirectly a personal material interest.

"The board of a company is ultimately responsible for the announcements made by the company and must not abdicate its responsibility to any professionals especially where matters under consideration are not subjective but factual in nature," it said. "A company and its board must exercise due care in drafting, reviewing and approving SGXNet announcements. Any error must be promptly escalated to the board's attention for its deliberation and decision."