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Corporate Governance Statement “Ren Ci (“the Organisation”) recognises the importance of having well-defined corporate governance system and processes, and is fully committed to uphold high standards of transparency and accountability within the Organisation to our stakeholders.” Management Committee The Management Committee’s (“MC’”) role is to provide strategic direction and oversight of Ren Ci’s functions and goals and to steer the Organisation towards fulfilling its vision and mission through good corporate governance. The MC comprises of 19 members. They are a collective of businessmen, representatives from Foo Hai Chan Monastery and professionals. Led by Chairman Mr Chua Thian Poh, the MC members are committed to uphold the public image of the Organisation and represent the interests of the Organisation to the best of their abilities. They accept their role without remuneration, and pledge not to accept personal favours or gifts from any interest groups, so as to maintain the integrity of serving for public trust and community good. The MC members have also declared that during the period under review and while holding their appointment as MC members, they had no personal or vested interest in any of the business transactions, contracts or joint ventures that the Organisation entered into. The MC held a total of 4 MC Meetings in FY2010/2011: - 26 June 2010
- 28 August 2010
- 19 November 2010
- 19 March 2011
Sub-Committee The MC has established Sub-Committees chaired by its members to assist in the execution of its responsibilities. The 10 Sub-Committees are: - Audit Committee
- Building Committee
- Cost Review & Productivity Committee
- Corporate Governance Committee
- Executive Resource Committee
- Fund Raising & Volunteer Development Committee
- Human Resource Committee
- Investment Committee
- Medical Advisory Committee
- Nominating Committee The Terms of Reference for each of the Sub-Committees are as follows: 1. Audit Committee a. Review the financial information provided by the Hospital to any governmental body or the public; b. Review the systems of internal control that the Hospital has established; c. Review the auditing process to ascertain that the financial statements of the Hospital comply with the Singapore Financial Reporting Standards, in all material aspects. 2. Building Committee a. Monitor, evaluate, advise and make recommendations to the Board with regard to significant immoveable property matters of the Hospital including principles, planning and policies, in accordance with the Hospital’s mission and vision. 3. Cost Review & Productivity Committee a. Improve yield by reviewing the operating costs of the Hospital, minimise waste and improve productivity; and b. Use available resources with the view to minimize waste and improving efficiency and productivity. 4. Corporate Governance Committee a. Reviewing the adequacy in governance policy development, including compliance with relevant governance requirements prescribed by regulators and with the Hospital’s governance principles; b. Monitoring the adequacy of the composition, processes and roles of the Board and various Sub-Committees; c. Reviewing the Board’s performance as well as the appraisal process of the Board Chairman annually. 5. Executive Resource Committee a. Provide oversight on the recruitment, retention as well as on the development of leadership and talent management in the Hospital to establish a plan of continuity; and b. Establish and review a performance based remuneration policy for key executives. 6. Fund Raising & Volunteer Development Committee a. Develop and implement effective fund-raising strategy with the aim to raise adequate funds to sustain the Hospital’s programmes, services as well as operational needs; b. Review the Hospital’s fund-raising policies and ensure its practices are in compliance with the Code of Governance for Charities and Institutions of a Public Character; and c. Review, advise and recommend on volunteer programmes, policies, benefits & welfare, infrastructure and training to build capacity and capabilities. 7. Human Resource Committee a. Promote the Hospital as a Good Employer; b. Provide oversight and review of the Hospital’s human resource policies on recruitment, compensation and benefits as well as training and development, and make appropriate recommendations; and c. Ensure compliance to the local employment laws and workplace safety, insurance and health guidelines. 8. Investment Committee a. Review the investment policy of the Hospital and make appropriate recommendations; and b. Set investment strategy and provide advice on the engagement of professional financial service. 9. Medical Advisory Committee a. Advise on medical and professional matters and policies to support the delivery of safe, high quality healthcare services. 10. Nominating Committee a. Review the structure, composition and type of expertise required by the Board on the recruitment of suitable candidates; and b. Monitor the performance of recruited candidates in their role as members of the Board. All Sub-Committees are empowered to decide matters within their Terms of Reference and such decisions shall be referred to the MC of the Organisation for ratification. Governance Evaluation The Organisation carried out an online governance evaluation on the extent of its compliance with the essential guidelines in the Code of Governance for Charities and IPCs (“the Code”) via the charity portal in March 2011. The Corporate Governance Committee is pleased to report that the Organisation and MC have complied with the guidelines of the Code. The level of compliance by the Organisation can be viewed at www.charities.gov.sg Policy on Conflict of Interest The MC has put in place a policy whereby all members of the MC, Sub Committees, staff or volunteer (collectively the “Members”), when acting on behalf of the Organisation, must ensure that the deliberations and decisions made are in the interest of the Organisation, and the interest of the Organisation is protected when entering into a transaction, contract or arrangement. All Members shall promptly and fully disclose, in accordance to the procedures laid down by the Organisation, all interests (actual or potential) which could conflict with their duties and shall not in any way be involved in the transaction, or influence the outcome of the transaction. Audit Committee The Audit Committee assists the MC in fulfilling its oversight responsibilities to the Organisation, acting in the interest of the Members and stakeholders as a whole, in the areas of financial accountability and reporting. The Audit Committee meets with the external auditors twice annually, to review, oversee and appraise the quality of audit effort of the Organisation’s external auditors. The review includes the examination of the audit plan, annual reports, management letters and management responses to the auditor’s findings. The Audit Committee reviews and recommends the appointment of the external auditors annually. The Audit Committee also meets with the external auditors at least once a year without the presence of management. The Organisation has a Whistle blowing Policy in place that provides employees with accessible channels to the Chairman of the Audit Committee for reporting suspected fraud, corruption, dishonest practices, violation of policies, rules and regulations or other similar concerns. The Audit Committee met 4 times in FY2010/2011 on the following dates: - 18 June 2010 - 9 November 2010 - 11 March 2011 - 13 June 2011 Chairman
Mr Tan Huay Lim Committee Members
Mr Lim Chin Sen
Mr Tan Boon Hoo
Mr Yap Wai Ming
Mr Yee Chia Hsing
Ms Stephanie Wan (resigned on 19 March 2011) Last updated on 1 October 2011.
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