SINGAPORE (May 4): Singapore Exchange on Thursday publicly reprimanded Singapore Post for its breach of the listing rules.

SGX says SingPost had flouted Listing Rule 719(1), which requires listed companies to have a robust and effective system of internal controls, addressing financial, operational and compliance risks.

This comes following the findings by the Joint Special Auditors, PricewaterhouseCoopers (PwC) and Drew & Napier, as well as Corporate Governance Reviewer Heidrick & Struggles.

SGX says SingPost failed to accurately disclose its then-director’s interest in the FSM Acquisition Announcement on July 18, 2014.

SGX notes that the announcement was only sent to SingPost’s Board after it was released on SGXNet, and the inaccuracy was not brought to the attention of the Board immediately after it was identified.

In addition, SGX found issue with the fact that a clarification announcement was only made 17 months after the inaccuracy was identified.

In the initial announcement, SingPost had stated that none of its directors or controlling shareholders had any interest, direct or indirect, in the acquisition of F.S. Mackenzie by SingPost subsidiary Famous Holdings. The announcement was found to be inaccurate.

Keith Tay Ah Kee, who was then SingPost’s independent director, was also the non-executive chairman and 34.5% shareholder of Stirling Coleman Capital, the arranger for the acquisition.

More than 17 months later, on Dec 22, 2015, SingPost clarified in a filing to SGX that the inaccuracy was due to an “administrative oversight”.

The clarification announcement led to public commentaries questioning SingPost’s corporate governance, including on Tay’s independence, and whether he had disclosed his interest to SingPost’s Board, abstained from voting, and recused himself from the discussions on the acquisition.

Based on the findings by the Joint Special Auditors and Corporate Governance Reviewer, Tay had disclosed his interest and abstained from voting on the approval for the acquisition.

He had also identified the inaccuracy when the announcement was sent to SingPost’s Board, after it was published to SGX.

Tay enquired with the company secretaries if the announcement should “include a comment on (his) indirect interest (through) Stirling Coleman which acts for the seller”.

Unaware of the inaccurate disclosure, the legal advisor consulted was of the view that it was not necessary to release another announcement and it was “defensible” not to include a statement on Tay’s interest in Stirling Coleman.

According to SingPost, the error in the announcement was not deliberate, and happened as a result of human error.

The Corporate Governance Reviewer and Joint Special Auditors recommended that SingPost adopt a robust policy in relation to the preparation, approval and release of SGX announcements.

The auditors said this would help ensure that information contained in SGXNet announcements is accurate, while avoiding inconsistencies and errors.

Shares of SingPost closed 1 Singaporean cent higher at S$1.39 on Thursday.