Corporate Governance Statement
Ren Ci (“the Organisation”) recognises the importance of having a well-defined corporate governance system and processes, and is fully committed to upholding high standards of transparency and accountability within the Organisation to our stakeholders.
Board of Directors
The Board’s 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 Board comprises 18 members. They include businessmen and professionals, as well as representatives from Foo Hai Ch’an Monastery.
The appointment and composition of the Board of Directors is in accordance to the Memorandum and Articles of Association (MAA) of Ren Ci Hospital:
- The Board of Foo Hai Buddhist Cultural & Welfare Association (the “Association”) shall appoint up to half of the Board of Directors (the “Board”) of the Hospital, including the Board Chairman who shall be appointed in consultation with the Ministry of Health (Article 44).
- The Directors appointed by the Association shall, amongst themselves, elect a Nominating Committee. This Nominating Committee shall be responsible for the appointment of the remaining Directors of Ren Ci Hospital (Article 45).
Led by Chairman Mr Chua Thian Poh, the Board is committed to upholding the public image of the Organisation and representing the interests of the Organisation to the best of their abilities.
They accept their roles 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 Board has also declared that during the period under review and while holding their appointment as directors, they had no personal or vested interest in any of the business transactions, contracts or joint ventures that the Organisation entered into.
The roles and responsibilities of the Board Chairman and the CEO are kept separate in order to maintain effective oversight. The CEO and senior management consult with relevant Board members and the sub-committees where advice is sought, through meetings, telephone calls and electronic mails.
The Board held a total of 4 meetings in FY2011/2012:
Dates of Board Meetings
25 Jun 2011
24 Sep 2011
3 Dec 2011
17 Mar 2012
Sub-Committees The Board 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 Organisation to any governmental body or the public;
b. Review the system of internal controls that the Organisation has established;
c. Review the auditing process to ascertain that the financial statements of the Organisation 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 Organisation including principles, planning and policies, in accordance with the Organisation’s mission and vision.
3. Cost Review & Productivity Committee
a. Improve yield by reviewing the operating costs of the Organisation, minimise waste and improve productivity; and
b. Use available resources with the view to minimise waste and improving efficiency and productivity.
4. Corporate Governance Committee
a. Review the adequacy in governance policy development, including compliance with relevant governance requirements prescribed by regulators and with the Organisation’s governance principles;
b. Monitor the adequacy of the composition, processes and roles of the Board and various Sub-Committees; and
c. Review 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 Organisation 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 an effective fund-raising strategy with the aim to raise adequate funds to sustain the Organisation’s programmes, services as well as operational needs;
b. Review the Organisation’s fund-raising policies and ensure that 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 Organisation as a Good Employer;
b. Provide oversight and review of the Organisation’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 Organisation and make appropriate recommendations; and
b. Set investment strategy and provide advice on the engagement of professional financial services.
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 Board of the Organisation for ratification.
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 May 2012.
The Corporate Governance Committee is pleased to report that the Organisation and Board 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 Board has put in place a policy whereby all members of the Board, 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.
Code of Business Conduct
The Organisation has an existing Code of Business Conduct policy (“Code”). The Code is applicable to the directors of the Board, members of the Sub-Committees, employees and volunteers. Standards of the Code cover integrity, impartiality, discretion, duty of loyalty, courtesy & respect, diversity, accountability, confidentiality, use of the Organisation’s resources and electronic media, intellectual property rights, communication with external parties and media, contractual relations, acceptance of gifts & tips, health & safety, use of illegal drugs, engaging in political activities, conflict of interest, conduct outside work hours, secondary employment and business practices.
The Organisation also has in place, a Whistleblowing policy. This policy allows staff and external parties such as volunteers and contractors to raise concerns and observations in confidence to the Organisation. Such concerns include breaches of the Code. The policy encourages the whistleblowers to identify themselves but allows for anonymous complaints in certain circumstances. It makes available the contact of the Audit Committee Chairman and the Board Chairman. The Audit Committee has the authority and responsibility to commission and review investigations and their findings of the complaints, with the full co-operation of management and use of other resources, where necessary.
Accountability and Audit
The Board recognises the importance of sound internal controls and risk management practices in relation to good corporate governance.
Prior to embarking on an internal audit, a risk management assessment was conducted with pro-bono assistance from KPMG Services. Following the assessment, the Audit Committee appointed PricewaterhouseCoopers LLP to carry out internal audits for a term of three financial years with effect from FY11/12, focusing on the key areas identified by the risk management assessment. These include donations, procurement and payments, human resources management and accounts receivables.
The internal audit plan complements that of the external auditors. Any material non-compliance or lapses in internal controls together with corrective measures are reported to the Audit Committee and the Board. There are no material findings for FY11/12.
~ Last updated on 27 Sep 2012.