SingPost to adopt corporate governance review proposals (Amended)

Singapore

SINGAPORE Post (SingPost) said on Monday night that it will adopt the recommendations of the newly completed Corporate Governance Review, save for the recommendation that deems all non-independent directors with more than nine years' tenure are no longer relevant.

The report touched on a broad range of issues ranging from board processes and practices to guidelines governing mergers and acquisitions (M&As), and market disclosures. In the area of M&As, the review found that while SingPost has written guidelines on evaluating and approving such transactions, the guidelines are not consistent.

SingPost said it is implementing the recommendation to properly document the process and approach, and that management and relevant working groups will be guided through the stages of any proposed M&A by formal documentation moving forward.

The documentation will specify the M&A process, the management evaluation checklist, the M&A delegation matrix, dealing with conflicts of interest and interested persons transactions, and the board approval process. Procedures relating to market disclosures and Singapore Exchange (SGX) announcements were similarly found to not be properly documented. SingPost said it will be adopting a disclosure policy that lays out detailed processes and a clear delegation of responsibilities in the drafting, preparation, approval and release of SGX announcements.

A market disclosure committee will also be established to administer and oversee the disclosure policy.

In terms of board composition and structure, the board will be working towards a target of 10 directors as advised. SingPost said the board will prioritise the appointment of directors with expertise in the fields of law, e-commerce logistics, and finance and accounting.

In the area of board processes and practices, the SingPost board has adopted the policy on directors' conflicts of interest and is in the process of finalising standard forms and enhancing SingPost's repository of entities-at-risk and interested persons.

SingPost noted that some of the review's recommendations have already been addressed, with the recent introduction of the board code of business conduct and ethics, policy on directors' conflicts of interest, and board renewal and tenure policy.

Simon Israel, chairman of SingPost, said: "The board is fully committed to the implementation of the recommendations, both in form and in spirit. A number of the major recommendations have already been implemented and the rest will be prioritised and substantially implemented as soon as possible and no later than the end of September this year."

Finally, the review advised that the board continue to play an active role in contributing to strategy but called for a clearer delineation between the role of the board in contributing to the strategy in partnership with management, and the role of the SingPost management team in executing the strategy.

It added that it is important to build a highly collaborative partnership between the chairman and new group chief executive officer (GCEO) and when selecting the next GCEO, to consider the chemistry fit with the chairman and how the chairman and GCEO can complement each other.

Mr Israel said: "With this important review behind us, it is now time for the board to look forward and focus on SingPost's business and most importantly, the appointment of the group CEO."

Amendment Note: An earlier version of this story incorrectly stated that the Corporate Governance Review was delayed twice. It is the corporate governance special audit report that was twice delayed and the article above has been revised to reflect this.