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SingPost 'oversight' in disclosure due to carelessness, special audit finds
AN incorrect disclosure that Singapore Post made in 2014 relating to its acquisition of a UK-based freight forwarder appears to have come about due to "carelessness in its preparation by certain SingPost staff", corporate governance special auditors for the group have found.
In a 52-page summary of their joint findings released on Tuesday night, PricewaterhouseCoopers (PwC) and Drew & Napier added that "there was no deliberate intention to conceal" director Keith Tay's interest" in SingPost's acquisition of FS Mackenzie.
"Indeed, it was Mr Tay himself who drew SingPost's attention to the error after the July 2014 SGX announcement was released", the special auditors said, noting that 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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And although Mr Tay had breached some fiduciary duties to the SingPost executive committee by failing to disclose his interest in a 2015 acquisition in a timely manner to the exco, the joint special auditors said that this omission appeared to not have been deliberate.
Though some of Mr Tay's disclosures "may not have been made as soon as practicable, our interviews suggest that the lack of timeliness in the disclosures would have made no difference to the decisions to enter into the Famous acquisitions", they felt.
The special auditors also found that SingPost "has no prescribed policy, process or procedure for the evaluation and approval of M&A transactions" and recommended that it clearly define some.
The "Famous acquisitions" refers to three stake purchases by SingPost: Famous Holdings in 2013, FS Mackenzie in 2014 and Famous Pacific Shipping (New Zealand) in 2015.
The special audit was commissioned after SingPost admitted last December that it had made an "oversight" in a bourse filing in July 2014 relating to its FS Mackenzie deal. It had disclosed in July 2014 that none of its directors had had an interest in the FS Mackenzie acquisition when in fact Mr Tay did, due to his 34.5 per cent stake in Stirling Coleman which had advised FS Mackenzie's seller.