A corporate governance breach at SingPost

• Main Authors: BERNILE, Gennaro, RAO, Vinika D., JOSHI, Havovi
• Format: text
• Language: English
• Published: Institutional Knowledge at Singapore Management University 2017
• Subjects: Corporate governance; SingPost; board of directors; stakeholder confidence; auditing; management control; Business; Corporate Finance
• Online Access: https://ink.library.smu.edu.sg/cases_coll_all/179; https://cmp.smu.edu.sg/case/1731
• Institution: Singapore Management University

This case is set in May 2016, and discusses the unfolding of a corporate governance saga at Singapore Post Limited ("SingPost"), Singapore's designated Public Postal Licensee. The narrative begins in December 2015, when SingPost announces that due to an 'administrative oversight', it had, in an SGX announcement on 18 July 2014, not disclosed lead independent director Keith Tay's interest in a 2014 acquisition. Tay was non-executive Chairman and held 34.5 percent stake in corporate finance adviser Stirling Coleman, which had acted for the sellers in the acquisition.\302\240 The announcement added that Tay had, however, abstained from all voting by the board in relation to the buyout. In the face of a public outcry, SingPost decided to have a special audit conducted to examine the conflict of interest issues surrounding the acquisition. Regulators and shareholders alike expressed grave concern at the contents of the special audit report. What could SingPost do to win back its stakeholders' confidence, and ensure that its corporate governance standards and mechanisms were considered truly effective? And what would be the larger ramifications of SingPost's lapses on the corporate governance environment in Singapore, a country that prided itself on both the efficacy of its regulatory environment and the ease of doing business?\302\240 This case facilitates discussion about corporate governance, and helps students understand the importance of corporate governance mechanisms in monitoring the firm's management and strategic decisions. This case study can be used to analyse the key internal governance of the role of the board of directors, and its role in controlling managerial decisions. In addition, the case can be used to explain how the external corporate governance mechanism, that is, the market for corporate control, also serves as an important factor in keeping a watch over top management's strategic decisions.