CORPORATE GOVERNANCE STATEMENT 

Ren Ci Hospital & Medicare Centre (“the Organisation”) is a voluntary welfare organisation that provides intermediate and long term care to the poor, sick and needy in the community. Ren Ci is committed to good corporate governance based on the guidelines in the Code of Governance for Charities & Institutions of a Public Character (“IPC”) issued by the Charity Council.

The organisation has an effective Management Committee that is responsible for providing the stewardship, governance, accountability and sustainability of the organisation. The Management Committee is also responsible for ensuring compliance with the legal and fiscal requirements and for the ethical integrity of the organisation.

The day-to-day management of the Organisation is executed by the management team headed by the Chief Executive Officer (“CEO”). The CEO discharges his duties in a manner and for a purpose consistent with the Management Committee’s directives.

Board Composition

The Management Committee comprises of 18 members. Its members possess core competencies in diverse areas such as accounting, finance, management, law, media, medicine and technology. The CEO is an ex-officio non-voting member of the Management Committee and attends all Management Committee meetings unless otherwise directed by the Management Committee.

The Management Committee met 4 times during the financial year on:

• 10 May 2008
• 14 July 2008
• 29 September 2008
• 29 November 2008

Board Committees

The Management Committee has appointed 9 sub-committees with documented terms of reference to assist the Management Committee in overseeing specific areas of the Organisation’s business. The sub-committees are:

• Executive Committee
• Audit Committee
• Building Committee
• Corporate Governance Committee
• Human Resource Committee
• Investment Committee
• Medical Advisory Committee
• Medical Programme Committee
• Fund-raising Committee

Board Declaration

The Management Committee members have made the following declarations, that during their appointment:

• they have no relations to each other or to any staff member
• they have no personal or vested interest in business transactions, contracts or joint ventures that the Organisation may enter into at the point of this report
• they serve without remuneration and do not accept personal favours or gifts from any interest groups, so as to maintain the integrity of serving for public trust and community good
• they do not serve in any special interest groups and do not engage in any form of party politics
• they will uphold the public image of the Organisation and represent the interests of the Organisation to the best of their abilities

Key Corporate Governance Initiatives

The Organisation carried out an online-governance self-evaluation on the extent of its compliance with the essential guidelines in the Code of Governance for Charities and IPCs via the charity portal in March 2009. The level of compliance by the Organisation can be viewed at www.charities.gov.sg.

During the financial year, the Management Committee has reviewed and approved the following:

• 1^st Audit Committee Review for FY 31 March 2008 to ascertain the follow-up actions taken as reported to the Ministry of Health as at 31 July 2007

• Internal Audit policy

• Code of Conduct for Management Committee, Staff and Volunteers

• Financial Procedures Manual

• Volunteer Handbook
  
• Roles & Responsibilities of Management Committee Members

• Waiver of competition for the list of proprietary and non-proprietary items for medical, non-medical and pharmaceuticals of the Hospital

The Organisation has engaged an independent Consultant, Deloitte & Touche, funded by the Voluntary Welfare Organisations Charities Capability Fund, to carry out its first internal audit on IT Governance, Risks and Compliance in January 2009.

Reserves Policy

The Management Committee has approved a Reserves Policy which applies to the Organisation’s income that is available for its operating purposes. It excludes Restricted/Designated and Endowment Funds.

The reserves of the Organisation provide financial stability and the means for the development of the Organisation’s activities. Ren Ci intends to maintain the reserves at a level sufficient for its operating needs. The Management Committee reviews the level of reserves regularly for the Organisation’s continuing obligations.

                                                                          2009                 2008 

                                                                                                    $                        $                                                      

Unrestricted Fund                                                            28,767,831        32,234,479

Ratio of Reserves to Annual Operating Expenditure        1.31               1.84

Policy on Conflicts of Interest

The Management Committee and Sub-Committee members, staff and volunteers (“the Members”) of the Organisation are committed to identify and avoid any actual, perceived or potential conflicts between their respective personal, professional or business interests or relationships, and the interests of the Organisation, in all actions taken by them on behalf of the Organisation.

Upon the existence of any direct or indirect interest in, or relationship with, any individual or the organisation, the Members shall carry out full and timely disclosure before any transaction is entered into.

Such conflicts of interest include but are not limited to:

• any sale, purchase, lease or rental of any property or other assets, with any vendor
• any vested interest in other organisations that have dealings or relationships with the Organisation
• any joint ventures between the Organisation and external parties
• any recruitment of staff with close relationship with the present Management Committee and Sub-Committee members, staff and key volunteers
• the award of any contract or subcontract

Persons that give notice of such interest or relationship shall refrain from participating in or voting on the particular transaction in which he has an interest in, or otherwise attempting to exert any influence on the Organisation to affect its decision to engage in the said transaction.

Disclosure of Remuneration

The remuneration of key management staff as at 31 March 2009 is as follows:-

Notes:

1. Key management staff is defined as the CEO, Chief Operating Officer/Clinical Director, Director, Finance and Director, Human Resource
2. The CEO is seconded from MOH Holdings Pte Ltd (“MOHH’). His remuneration package is borne by MOHH.
3. As at 31 March 2009, the position of Director, Human Resource was vacant.          

*   Includes salary, bonus, allowances, employer CPF.