The Board of Directors is committed to SATA CommHealth practicing the highest standards of governance relevant to listed Singapore companies and large voluntary welfare organisations, to the extent they are considered by the Board to be applicable to SATA CommHealth.
In discharging its duties and responsibilities, the Board is guided by a set of corporate governance guidelines, based on best practices in the corporate and voluntary sectors. These corporate governance guidelines , which provided the standards that the Board aspires to, were reviewed and updated in 2008. The intent of the Board is to follow the spirit, and not just the letter, of these guidelines.
Role of the Board of Directors
The Board sees its primary role as providing strategic direction to SATA CommHealth and monitoring management performance. It also ensures that there are adequate resources for the operations and programmes of SATA CommHealth and that such resources are effectively and efficiently managed; that there are processes in place to ensure that SATA CommHealth complies with all applicable laws, rules and regulations, and that there is an appropriate code of conduct which upholds the core values of SATA CommHealth and processes to ensure compliance with the code.
The day-to-day management of SATA CommHealth is delegated by the Board to management headed by the Chief Executive Officer. Initiation of new activities, review or cessation of existing business activities, major collaborations and significant transactions require the approval of the Board. The Board also reviews and approves the annual budget prepared by management.
Board Members’ Duties and Responsibilities
Board members are expected to be aware of their duties as directors, to demonstrate commitment in serving SATA CommHealth, and to behave with high standards of integrity.
To provide guidance and clarity, the Board has adopted the Code of Conduct which all members had formally acknowledged. Board members are expected to use their best endeavours to attend Board meetings and to contribute constructively to Board discussions.
Board members are requested to provide reasons for their absence from Board meetings and are expected to attend at least 60 percent of meetings each year. To facilitate Board members’ attendance, a schedule of Board and committee meetings for the following year is planned at the end of each year.
There have been situations where Board members were unable to attend the expected 60 percent of meetings each year, but participated in decision-making through other means (such as electronic communications) or otherwise provided assistance to the Board or management outside the Board meetings. The Governance and Nominating Committee (GNC) reviews the contributions of Board members holistically in recommending Board members for re-appointment.
Board members are expected to avoid actual and perceived conflicts of interest. Where Board members have personal interest in business transactions or contracts that SATA CommHealth may enter into, or have vested interest in other organisations that SATA CommHealth has dealings with or is considering to enter into joint ventures with, they are expected to declare such interests to the Board as soon as possible and abstain from discussion and decision-making on the matter. Where such conflicts exist, the Board will evaluate whether any potential conflicts of interest will affect the continuing independence of Board members and whether it is appropriate for the Board member to continue to remain on the Board.
Appointment, Induction and Training
All new Board members receive a formal letter of appointment. To ensure that Board members have sufficient knowledge relating to their responsibilities as Board members, Board members are expected to attend relevant training if necessary. Board members may claim costs of attending training relevant to their responsibilities as Board members. However, these expenses must be pre-approved by the Board Chairman, and in the case of expenses to be incurred by the Board Chairman, by the GNC Chairman.
Information for the Board
Management provides the Board with information considered necessary by the Board in discharging its responsibilities. This information includes background and other explanatory information relating to matters brought before the Board, annual reports, budgets and summarised monthly management accounts highlighting material variances between actual results and budgets/past results.
The Board also proactively considers the types and presentation of information which best helps it to discharge its responsibilities and, from time to time, requests for additional information from management where it feels necessary.
Composition and Meetings in Board Committees
To assist the Board in making better decisions, and improve its oversight over management and its accountability to stakeholders, the Board has established several committees. All committees have written terms of reference which were approved by the Board.
All Board committees must be chaired by a Board member who is appointed by the Board. Members of all committees are recommended by the chairs of committees and approved by the Board. Both AC and GNC are represented by at least three Board members.
In the case of other committees, non-Board members may be appointed subject to approval by the Board. Committees may also appoint non-Board members as advisors. Where any authority is delegated by the Board to a committee, such delegation is made clear in the terms of reference of the committee. The CEO is an ex-officio of all the committees.
These committees meet as and when necessary. Minutes of committee meetings are provided to the Board.
Governance and Nominating Committee
The Governance and Nominating Committee (GNC) assists the Board in fulfilling the Board’s responsibilities for corporate governance (including compliance with relevant corporate governance requirements prescribed by regulators and with SATA CommHealth corporate governance guidelines), and nomination of Board members for appointment or re-appointment.
The GNC reviews the currency and implementation of SATA CommHealth’s Whistleblower Policy which provides for the mechanisms by which employees and other persons may, in confidence, raise serious concerns that could have a large impact on SATA CommHealth, including actions that:
- May lead to incorrect financial reporting
- Are unlawful
- Are not in line with SATA CommHealth’s code of conduct
- Otherwise amount to serious misconduct
The Audit Committee (AC) is responsible for reviewing the scope and work of the internal auditors and the statutory auditors as well as assessing the adequacy of internal controls.
Human Resource Committee
The Human Resource Committee (HRC) assists the Board in fulfilling the Board’s oversight responsibilities in the areas of recruitment, manpower planning, staff development, staff appraisal, remuneration, termination, retrenchment and other key human resource issues.
Investment and Finance Committee
The Investment and Finance Committee (IFC) is responsible for overseeing the performance of the investment manager and reviewing SATA CommHealth’s financial performance and annual budgets.
The Medical Committee (MC) provides advice to management and the Board for medical standards and practices within the organisation.
The Tender Committee (TC) assists to support and advise the Board to review the tender policies and processes as appropriate to ensure the transparency, fairness and timelines of the tender process. The Committee also assists to identify key tender risks and suggest ways to mitigate these risks.
SATA CommHealth remains committed to the practice of good corporate governance. The Board, together with management and staff, will continue to review and improve SATA CommHealth’s corporate governance practices, learning from and adapting the most appropriate best practices so as to reassure all stakeholders that their trust in SATA CommHealth to serve the community is well-founded and not taken lightly.
From time to time, SATA CommHealth has been asked to share ideas about its corporate governance practices for the benefit of other charities and IPCs. We are open to such sharing as we believe that this will not only help to strengthen the charity sector for the common good of all, but also help SATA CommHealth improve itself.