Singapore Exchange : SGX reiterates directors must disclose interest; boards are ultimately responsible for announcements

Singapore Exchange (SGX) notes the executive summary of the Special Audit Report released by Singapore Post Limited (SingPost).

SGX notes that the SingPost board has reviewed and accepts the recommendations of the Joint Special Auditors. The Board will implement the recommendations together with the outcome of the Corporate Governance review (CG review). To provide assurance to investors and SGX, SGX has asked SingPost to obtain independent confirmation on the implementation of the recommendations as set out in the executive summary. This must be released at the appropriate time taking into consideration the outcome of the CG review.

In light of the findings of the Special Audit Report, SGX also wishes to emphasise the following:-

1. Directors must disclose their interests in transactions under Section 156 of the Companies Act (Cap 50) and abstain from voting on such transactions under the company's constitution. SGX requires the constitution to include the provision that directors shall not vote in regard to proposals in which he has directly or indirectly a personal material interest as set out in Appendix 2.2 of the SGX-ST Mainboard Listing Manual.

2. The board of a company is ultimately responsible for the announcements made by the company and must not abdicate its responsibility to any professionals especially where matters under consideration are not subjective but factual in nature.

3. A company and its board must exercise due care in drafting, reviewing and approving SGXNet announcements. Any error must be promptly escalated to the board's attention for its deliberation and decision.

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