Singpost to implement review recommendations

SingPost released the findings of an independent review into its corporate governance practices last night, and pledged to implement the recommendations over the next three months.

The recommendations are similar to those suggested in a special audit that found disclosure lapses at the firm. That audit has already led to a code of business conduct and ethics for directors as well as established new policies governing directors' conflicts of interest, board renewal and tenure.

The recommendations outlined yesterday build on those changes and stem from a review by consulting firm Heidrick & Struggles and law firm Lee & Lee.

They surveyed and interviewed directors and managers between April and mid-May, and reviewed board papers and meeting minutes relating to key decisions between March 2013 and March this year.

Their 55-page report released last night cover a broad range of issues from board culture to mergers and acquisitions (M&A) policy.

It found that most directors and managers saw a need to "reshape the SingPost board's culture to be one that is more open, with more frank and open dialogue and rigorous debate".

The review found that the board had operated "in a fairly informal manner", a pointed reference to the board being caught out for wrongly disclosing that independent director Keith Tay who recently resigned had no interest in SingPost's acquisition of a freight forwarder, when he had a stake in the firm that arranged the deal.

"The timing of the distribution of (the board's) meeting minutes was inconsistent, contributing to the perception of an asymmetrical flow and availability of information between some committees and the SingPost board," the report said.

It also noted that when it came to M&A policy, "there seems to be two separate policies that are in circulation", and this has "resulted in some confusion".

"Both policies do not refer to one another, are not consistent with each other and in some cases, contradict each other."

The review cited an instance when the M&A process was not followed entirely and a key approval was not formally sought from the board in relation to the potential acquisition of a "large US enterprise".

Eventually, this potential acquisition was not carried through. There had been rumours that some at SingPost had wanted to vie for a piece of eBay's enterprise e-commerce division last year, though SingPost did not confirm this.

SingPost said the board is implementing the review's recommendation to properly document its M&A processes. Chairman Simon 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 chief executive."

Mr Mak Yuen Teen, SingPost shareholder and associate professor at the National University of Singapore business school, said last night: "I think that implementing the recommendations... should go a long way towards addressing not only the disclosure lapses but also some other issues I had raised, such as the size, independence and competencies of the board."

This article was first published on July 05, 2016.
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