SingPost unveils new code of conduct for directors

The new code of business conduct and ethics announced to strengthen SingPost's corporate governance foundation was welcomed by the Securities Investors Association of Singapore.
The new code of business conduct and ethics announced to strengthen SingPost's corporate governance foundation was welcomed by the Securities Investors Association of Singapore.PHOTO: REUTERS

Move comes in the wake of special audit which revealed corporate governance lapses

Singapore Post yesterday unveiled a code of business conduct and ethics for its board of directors in the wake of a special audit that found corporate governance lapses at the firm.

The company said it had also established new policies governing directors' conflicts of interest, and board renewal and tenure. The code and policies are intended to strengthen the corporate governance foundation of the company.

Mr Simon Israel, SingPost chairman, said: "The new code represents our commitment as directors of SingPost to the highest standard of business conduct and personal integrity. It is about substance over form and respect for the spirit of the code. The code sets the tone and will help frame the board's discussion of the recommendations from the corporate governance review."

SingPost has seen a succession of resignations, including that of former chief executive Wolfgang Baier in December. Chairman Lim Ho Kee stepped down in April.

Drew & Napier and PricewaterhouseCoopers were appointed by SingPost to carry out a special audit after it emerged that board member Keith Tay was a shareholder and chairman of the financial adviser to three freight forwarders the postal services provider bought in 2013, 2014 and last year.

In their summary report, the auditors found that Mr Tay, who has since stepped down, was "arguably in breach of section 156(1) of the Companies Act" for not declaring his interest in the 2013 acquisition of Famous Holdings "as soon as practicable".

Last month, the Accounting and Corporate Regulatory Authority said it was probing possible Companies Act breaches by SingPost.

In its statement to the Singapore Exchange, SingPost said that ensuring compliance with the code will be the responsibility of the Nominations and Corporate Governance Committee.

Formerly the Nominations Committee, the terms of reference of this committee have been amended to include the oversight, development and review of SingPost's corporate governance practices.

The firm's Code of Business Conduct and Ethics will serve to guide directors on areas of ethical risk and sets a framework for an environment where integrity and accountability are paramount, SingPost said.

It contains enhanced directives on identifying and disclosing conflicts of interest; maintaining confidentiality; compliance with laws, rules and regulations; fair dealing; and setting a framework for reporting illegal and unethical behaviour.

Suspected violations of the code are to be reported promptly to the chairman of the board and the chairman of the Nominations and Corporate Governance Committee. These will be investigated and appropriate action will be taken in the event of a violation of the code.

The policy on directors' conflicts of interest sets out principles to guide directors in instances of actual or potential conflict of interest.

The policy serves to foster a culture of honesty and accountability; focus the board and its directors on areas of ethical risk; and provide guidance to directors to help them recognise and deal with ethical issues, SingPost said.

The Securities Investors Association of Singapore (Sias) welcomed SingPost's willingness to strengthen its corporate governance foundation.

"No amount of rules and policies can ensure an incident-free environment in a company, but what is expected would be an honest and transparent approach by the board and senior management in dealing with the default, should it happen," said Sias president and chief executive David Gerald.

"That the board and the senior management will always do what is right for the company and its shareholders must be the assurance for all concerned," he added.

SingPost shares yesterday ended one cent lower at $1.55.

A version of this article appeared in the print edition of The Straits Times on June 17, 2016, with the headline 'SingPost unveils new code of conduct for directors'. Print Edition | Subscribe