SINGAPORE - Singapore Post on Thursday introduced a code of business conduct and ethics for its board 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."
SingPosthas seen a succession of resignations, including chief executive Wolfgang Baier who quit last December.
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 2015.
In their summary report, the auditors, found that Mr Tay 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".
In its statement on Thursday 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 nvestigated 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 board renewal and tenure policy commits the board to a process of board renewal and orderly succession-planning, in recognition that the board needs change over time as the company evolves.