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 director’s 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 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.

The Hospital has established a control self-assessment (“CSA”) framework in 2019, an initiative by the Hospital to strengthen the internal control processes, create a stronger awareness of risk practices and establish a clearer line of accountability for controls.

Over the course of the last three financial years, the Hospital has developed and completed the CSA questionnaires for key processes. The internal auditor, Ernst & Young Advisory Pte Ltd (“EY”), had developed, completed and validated questionnaires for the completed key processes and the results of the CSA validation were discussed and reported to the AC. During the financial year, the hospital reviewed the Human Resource and Payroll Management processes and EY had developed, completed and validated all the questionnaires under this process review.

In addition, the AC reviewed the Finance policies and Terms of reference of AC to ensure these documents remain relevant to provide efficient financial management and the alignment of financial operations with the overall mission of the hospital.

 
Building Committee
 
The Building Committee reviewed and endorsed the Wavier of Competition (WOC) list for Facilities Essential Installations/Equipment and Biomedical & Rehab Equipment. The Committee provided guidance in several aspects with regard to maintenance contract renewals. Applying the guidance provided, some contract items were identified where possible alternative competent vendors offering lower maintenance cost could be explored and the striving for performance-based contracting where possible.

 
Community Engagement Committee
 
The Community Engagement Committee oversees fundraising, volunteers management and corporate communication functions. The Committee also carried out oversight of the various fundraising initiatives, development of volunteers and reviewed key corporate collaterals such as the annual report. In the second year of the pandemic, the Committee supported virtual fundraising campaigns and virtual volunteering activities and explored avenues to mitigate the absence of physical fundraising events, leading to the inaugural Ren Ci e-Shop.

 
Governance & Risk Committee
 
The Governance & Risk Committee reviewed the following policies to ensure that they remain relevant to support a strong governance and enhance the operating performance and efficiencies of the organisation:
 
•    Conflict of Interest
•    Whistleblowing
•    Enterprise Risk Management
•    Terms of Reference for Board Sub-Committees
 
The Committee also provided guidance over the review of Ren Ci 2022 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.

 
Human Resource Committee
 
The Human Resource Committee supported a series of human resource policy reviews and initiatives consistent with the best practices in the sector. The review of the existing salary ranges was completed and the implementation of the Community Care Salary Enhancement (CCSE) exercise would take place in three phases from FY2021 to FY2023. By enhancing salary competitiveness, the aim was to ensure we continue to enhance talent attraction and retention in Ren Ci. In line with the Government’s efforts to tap on the abled aging workforce, the Retirement & Re-Employment Policy was reviewed and the retirement age was increased prior to Ministry of Manpower’s policy to increase retirement age. To provide further transparency and clarity on merit-based career progression, the promotion guideline was reviewed and revised.

As part of leadership development, the committee reviews 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, reviewed on a quarterly basis the performance of fund managers to ensure the investment portfolios meet the overall investment objectives and guidelines of the Hospital as set by the Board. The Committee continues to provide guidance and feedback on matters relating to investments and investment policies to the Board.

 
Medical Advisory Committee
 
The Medical Advisory Committee reviewed clinical quality indicators and provided guidance on matters relating to patient care and patient safety. The Committee reviewed the organisation’s measures during the COVID-19 pandemic such as the implementation of vaccinations and the response to positive cases detected. The Committee also provided valuable insights on the improvement of services and encouraged continuing collaboration with healthcare partners.

 
Nominating Committee
 
As part of good governance and in alignment with the Charity Transparency Framework, the Nominating Committee complies with the Board renewal and Performance Evaluation policy which includes:
 
•    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 2021 to 30 June 2023 were conducted. The key changes are follows: -
 
•    6 Board members have retired
•    2 new Board members were recruited
•    New Chairman, Vice Chair and Treasurer were appointed
•    New Chairperson for Investment Committee

 

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 2021.

The Governance & Risk Committee 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.

The policy was reviewed and updated during the financial year.

 

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 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 Committee or Board>
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 policy was reviewed and updated during the financial year.

 

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

The current year’s reserves of $175m is estimated to be adequate to fund about 2.2 years of annual operating expenses, basing on operating expenses in the financial year ended 31 March 2022.

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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