SGX has issued a public reprimand for SingPost.
The Singapore Exchange has issued a public reprimand for Singapore Post after a special audit found out the lack of robust internal controls at the latter's board.
The audit team also found out inaccuracies in deals and in the disclosure of the company's conflict of interest.
In particular, SGX said SingPost breached Listing Rule 719(1), which requires an issuer to have a robust and effective system of internal controls, addressing financial, operational and compliance risks, as well as Listing Rule 703(4)(a), which requires that in complying with the Exchange’s disclosure requirements, the content of each announcement should be factual, clear and succinct.
"Listed companies should have clear, established disclosure policies and appropriate systems of internal checks and controls to assure compliance with disclosure obligations," SGX said.
The breaches pertain to the inaccurate disclosure in the F.S. Mackenzie acquisition in relation to Keith Tay Ah Ke, the company's then sole director.
"At the relevant time, Mr. Tay (then an independent director) was the non-executive chairman and 34.5% shareholder of Stirling Coleman, the arranger for the FSM Acquisition. Based on the SAR Executive Summary, Mr. Tay had disclosed his interest in the FSM Acquisition and abstained from voting on the approval for the FSM Acquisition," SGX said.
It added, "The determination of whether the inaccurate disclosure needed to be corrected should have been a considered decision by the Board of SingPost where it related to a declaration of the interests of all its directors in the context of the discharge of directors’ fiduciary duties. It should not have been left to be resolved between the company secretaries and the director who was the subject of the inaccurate statement without proper escalation to the Board."
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