Corporate Governance

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.

The Board has established Sub-Committees, each chaired by its Board members to assist in the execution of its responsibilities. The eight Sub-Committees are:
 
•    Audit Committee
•    Building Committee
•    Community Engagement Committee
•    Governance & Risk Committee
•    Human Resource Committee
•    Investment Committee
•    Medical Advisory Committee
•    Nominating Committee
 
The activities of each of the Sub-Committees during the financial year are as follows:
 
Audit Committee

The Audit Committee (“AC”) has held four meetings since the date of the last directors’ report and carried out the functions of an audit committee as specified in the terms of reference approved by the Board of Directors. In carrying out its functions, the AC reviewed the overall scope of both the external and internal audits and met with the Hospital’s external and internal auditors to discuss the results of their examinations and their evaluation of the Hospital’s system of internal controls. The AC also reviewed the financial statements of the Hospital.

During the financial year, the internal auditor Ernst & Young Advisory Pte Ltd (“EY”) has conducted internal audit on the area of network security and guided the Hospital on the establishment of the control self-assessment (“CSA”) framework.

The CSA framework is an initiative by the Hospital to strengthen internal control processes, create a stronger awareness of risk practices and establish a clearer line of accountability for controls.

According to the framework, CSA questionnaires were developed, completed and validated by EY for the following key processes below:

•    Donation Collection and Recording

•    Patients’ Collection and Account Receivable Management

•    Patients Admission and Ward Operations

 
Building Committee
 
The Building Committee reviewed the design of Ren Ci @ Woodlands, which is expected to commence operation in Q1 2022. The Committee provided valuable insights and proposed changes for better quality of design and space utilisation in areas such as the main lobby, household bathroom entrances, staff quarters’ lounge, single/double bed clustering, and the access to holding rooms. The Committee also visited the mock-up of a typical Nursing Home Household of Ren Ci @ Woodlands and provided valuable inputs on the design. The Committee met twice during the year.
 
Community Engagement Committee
 
The Community Engagement Committee reviews fundraising initiatives, management and development of volunteers as well as key corporate collaterals such as the annual report. The committee also played an active role during our 25th Anniversary Celebration. The committee worked closely with other key Board Members to solicit funds for our major fundraising activities during each financial year and at the same time carried out oversight over these regular fundraising events.The Community Engagement Chairman, Co-Chairman and its committee members also attended dialogue sessions and events involving volunteers’ development. The Committee met formally twice during the year.
 
Governance & Risk Committee

The Governance & Risk Committee reviewed the [Terms of Reference for Board of Directors] policyto ensure that itremains relevant to support a strong governance and enhance theoperating performance and efficienciesof the organisation.

The Committee also provided guidance over the review of Ren Ci 2019 Risk Register, as well as endorsed the Governance Statement and the online governance evaluation submitted to the Charity Portal for which all areas in the checklist were met.

For the 4th consecutive year, the Hospital was awarded the Charity Transparency Awards to recognise its efforts in continually improving governance and transparency.

The Committee met once during the year.
 
Human Resource Committee

The HR Committee met quarterly and reviewed human resources policies and processes, and aligned some of the best practices from the sector. The Committee reviewed and endorsed the Management’s proposal for remuneration adjustments and bonus pay out on annual basis.  To further enhance talent attraction and retention, the Committee reviewed and endorsed Management’s proposal for benchmarking of salary structure initiatives and market adjustments for all family groups.

As part of leadership development, the committee endorsed Management’s update on the Succession Planning and Development for critical positions in the organisation.
 
Investment Committee

During the year, the Investment Committee, which was appointed by the Board, has provided guidance and feedback on matters relating to investments and investment policies for the Hospital.

The Investment Committee with approval from the Board has:

•    Reviewed the investment strategy, policy and guidelines.

•    Expanded the mandate to an existing fund manager.

•    Replaced the existing 2 fund managers with a new fund manager to achieve the desired strategic assets allocation, risk diversification and investment outcomes.

The Investment Committee also evaluated the appointed fund managers’ strategies and assessed their performances on a quarterly basis to ensure the investment portfolios meet the overall investment objectives and guidelines of the Hospital.

 
Medical Advisory Committee
 
The Medical Advisory Committee endorsed the waiver of competition for both proprietary and non-proprietary pharmaceuticals, and clinical services. Patient care-related incidents and complaints were reviewed, with particular emphasis on recommendations for improvement, as well as recommendations to explore good practices. Besides review of the clinical quality indicators, the Committee encouraged continuing collaboration amongst staff and healthcare partners. Collaborative research projects with acute hospital like TTSH and, tertiary education institution like NUS were reviewed by the committee. The Committee met four times during the year.
 
Nominating Committee

By referencing the Charity Council’s Code of Governance, the Nominating Committee supports succession planning, and maintains an energised and effective Board through the policy for Board renewal and Performance Evaluation. The policy included the following key requirements:

•    Nomination and renewal of board every 2 years,

•    Board skills matrix as part of succession planning, 

•    Orientation and induction within 2 months for new Board members, and Annual Board Self-Assessment exercise to gauge the effectiveness of the Board’s performance. The results were discussed at the subsequent Board meeting to identify areas of improvement.

 

The Board and Sub-Committees renewal exercise for the term 1 July 2019 to 30 June 2021 were conducted. The key changes are follows:

•    7 Board members have stepped down

•    7 new Board members were recruited

•    New Audit Committee and Investment Committee Chairpersons were appointed respectively as the past immediate Chairpersons have served four consecutive years

All Sub-Committees are empowered to decide matters within their Terms of Reference ansuch decisions shall be referred to the Board of the Hospital for ratification.

The Hospital 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 July 2019.

The Governance& RiskCommittee is pleased to report that the Hospital and Board have complied with the guidelines of the Code.

The level of compliance by the Hospital can be viewed at www.charities.gov.sg

The board also conducts annual self-evaluation to assess its performance and effectiveness.

Since 2008, the Board has put in place a policy where all members of the Board, Sub Committees, staff or volunteers (collectively the “Members”), when acting on behalf of the Hospital, must ensure that the deliberations and decisions made are in the interest of the Hospital, and the interest of the Hospital is protected when entering into a transaction, contract or arrangement.

All members shall promptly and fully disclose, in accordance with the procedures laid down by the Hospital, 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.

Since 2012, the Hospital has in place a Code of Business Conduct (“Code”)that is applicable to the directors of the Board, members of the Sub-Committees, employees and volunteers (collectively the “Members”). The code requires Members to observe high standards of professional and personal ethics and which covers standards in integrity, impartiality, discretion, duty of loyalty, courtesy & respect, diversity, accountability, confidentiality, use of the Hospital’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. Violation of the code will subject Members to disciplinary action such as termination or criminal prosecution.

The Hospital also has in place, a Whistleblowing policy since 2008. To develop a culture of accountability and transparency, this policy addresses the Hospital’s commitment to ethical behaviour where employees and external parties such as volunteers and contractors are encouraged to report concerns of misconducts without fear of reprisal or unfair treatment. The Hospital aims to establish:

•    Reliable and safe channels for RCH’s internal and external stakeholders to report concerns or suspected concerns,

•    Structure to ensure fair investigations of reports, and

•    Arrangements to support learnings and continuous improvements of internal controls to achieve strong governance.

 

The policy encourages the whistleblowers to identify themselves but allows for anonymous complaints. It makes available the contact of the Audit Committee Chairman and the Board Chairman by the following channels:

•    Audit Chairman’s email at whistleblow@renci.org.sg

•    Board Chairman’s email at boardchair@renci.org.sg

•    Sealed report in an envelope marked ‘Private & Confidential’ and mail to:

Chairman, Audit or Board Committee

c/o Ren Ci Hospital

71 Irrawaddy Road

Singapore 329562

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.

The reserves of the Hospital provide financial stability and serve to meet future increases in healthcare operating expenses. 

The current year’s reserves of $137m is estimated to be adequate to fund only about 2.08 years of annual operating expenses, basing on operating expenses in the financial year ended 31 Mar 2020.

The Board of Directors reviews the level of reserves regularly for the Hospital’s continuing obligations.

Part of our reserves is placed with financial institutions and is managed in accordance with our investment policy which is approved by the Board. This helps to preserve the purchasing power of the funds while ensuring sufficient liquidity for operational contingencies.

 

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