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 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.
Role of the Board of Directors
The Board’s primary role is to provide strategic direction to SATA CommHealth and monitor the management’s performance. It ensures that such resources are effectively and efficiently managed and that there are processes in place to ensure that SATA CommHealth complies with all applicable laws, rules, and regulations, particularly our Constitution (amended up to 31 January 2019) and the Code.
The Board ensures that the management has clear goals and objectives, which are tracked through a balanced scorecard (BSC) with Key Performance Indicators (KPIs), and impact measurements for the CEO. These goals are cascaded to staff levels and the progress of these key goals is discussed at every Board meeting.
The day-to-day management of SATA CommHealth is delegated by the Board to the management headed by the CEO. Initiation of new activities, review or cessation of existing activities, major collaborations and significant transactions require the approval of the Board.
The Board also reviews and approves the annual budget prepared by the management.
Board Members’ Duties and Responsibilities
Directors are expected to be aware of their duties, demonstrate commitment in serving the organisation, and discharge their responsibilities with the highest standards of integrity.
To provide guidance and clarity, the Board has adopted a Code of Conduct which all members have formally acknowledged. Directors are expected to use their best endeavors to attend at least 60% of Board meetings and to contribute constructively to Board discussions. In situations where directors were unable to attend meetings, they participated in decision-making through other means such as electronic communications, or otherwise assisted the Board and management outside of Board meetings. The GNC reviews the contributions of directors holistically whilst recommending them for re-appointment.
Directors are expected to declare their interests to avoid any actual or perceived conflict of interest. Where directors have personal interests in transactions or contracts that SATA CommHealth may enter into or have vested interests 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 discussions and decision making on the matter. When such conflicts arise, the Board would evaluate whether any potential conflicts of interest would affect the continuing independence of directors and whether it is appropriate for the director to continue to remain on the Board. Directors also declare if they are affiliated to any staff of SATA CommHealth.
Appointment, Induction and Training
Upon appointment, all new directors attend an induction session conducted by the management. This gives them a good overview of the organisation’s programmes and services and their social impact on the community. A copy of the Handbook for Directors, which details roles and responsibilities, is also provided to new directors.
Directors are encouraged to attend relevant training as needed so that they have sufficient knowledge relating to their responsibilities as directors.
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 quarterly management reports. Material variances between actual results and budgets/past results are highlighted during this process.
The Board also proactively considers the types and presentation of information which best helps in discharging its responsibilities. Additional information may be requested from the management as and when the need arises.
The Board implemented the annual Board Evaluation exercise to actively examine board performance and to find ways to improve its effectiveness. All Board directors are given the opportunity to provide their feedback on collective performance, self and peer performance and feedback to Chairman. GNC reviews the results and where necessary, discusses interventions and makes recommendations to Board.
Composition and Meetings in Board Committees
Board committees are established to assist the Board in making better decisions and improve its oversight over management and its accountability to stakeholders. All Board committees have written Terms of Reference (TOR) which were approved by the Board.
Chairmen of all Board committees must be a Board director and appointed by the Board. Chairmen of Board committees review the composition of the committee and recommend new potential members to GNC and Board for recommendation and approval, respectively. Authority delegated to any Board committee is made clear in the TOR of the Board committee. The CEO is an ex-officio member of the Board of Directors. Minutes of Board committee meetings are provided to the Board.
The Board has the responsibility of effectively overseeing the organisation’s enterprise risk management (ERM) framework implemented in Q4 2019 that it balances risks yet does not limit growth, performance, and reputation. The Board reviews the overall adequacy and effectiveness of the internal control systems, including strategic, operational, financial, technological and compliance risks through our eight Board committees. This ensures potential risks are identified and managed effectively.
SATA CommHealth is committed to sustainability and incorporates the key principles of environment, social and governance (ESG) in setting our practices and operations for long-term growth and financial sustainability.
Conflict of Interest Policy for SATA CommHealth Staff
All SATA new hires are required to read and acknowledge the conflict of interest (COI) policy on their first week of joining. If there is any situation which potential conflict may arise, staff is encouraged to declare to their Head of Department and HR Department.
An annual COI refresher will be sent to all existing staff to remind them of any conflicts that has occurred in the past year and declarations required.
Audit & Risk Committee
The Audit & Risk Committee (ARC) is responsible for reviewing the scope and work of the internal auditor and the statutory auditor as well as the adequacy of internal controls. The committee is also tasked with the evaluation of recommendations made by the internal auditor and management responses. The ARC also provides input to the Board on its assessment of enterprise risks and determination of risk appetite as part of the overall strategy for SATA CommHealth. It assists the Board in its oversight of the risk management framework, monitoring its effectiveness through functional implementation of “line of defence” and its performance against mitigating risks.
The role of the Digital Committee (DC) is to provide the leadership and oversight in information and Digital Technologies to ensure continued growth consistent with SATA CommHealth’s vision and mission. Besides digital strategy planning, the Digital Committee provides guidance on IT system enhancement, expert advice on cybersecurity measures and identifies new digital transformation initiatives.
Fund-raising & Advocacy Committee
SATA CommHealth is an approved Institution of a Public Character (IPC). The Fund-raising and Advocacy Committee (FRAC) was incorporated to provide expertise and oversight to ensure that SATA CommHealth is supported for continued growth, consistent with the organisation’s vision and mission.
Besides providing the necessary governance over the direction and ongoing progress of SATA CommHealth’s fund-raising strategy in full compliance with IPC regulations, the FRAC also set strategic directions for branding, donor & volunteer engagement, governance, and communication activities.
Governance & 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’s Corporate Governance Guidelines).
The GNC reviews the currency and implementation of SATA CommHealth’s Whistleblowing 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.
SATA CommHealth has a whistleblowing policy to allow staff and other stakeholders to raise concerns or to report malpractices and misconducts in the company. The policy aims to encourage the reporting of such matters in good faith, with the confidence that persons making such report will be treated fairly and with due follow-up action. Click here for more details.
Human Resource Committee
The Human Resource Committee (HRC) oversees management‘s activities on Strategic Human Resources and People Matters such as Talent Management, Learning and Development, Rewards and Performance Management, Human Resource policies and procedures, and other related issues.
Investment & Finance Committee
The Investment and Finance Committee (IFC) is responsible for overseeing the performance of the Fund Manager, and reviewing SATA CommHealth’s financial performance and annual budget. It also reviews the Reserve Policy, the level of reserves and disclosure in Annual report and financial statements.
Programmes, Services & Medical Committee
The Programmes, Services and Medical Committee (PSMC) was set up to provide advice to the management and Board on community programmes, social services, medical practice, clinical standards, ethics, medicolegal and medico-social issues relevant to the organisation.
The committee also advises management and the Board on all social, community and medical aspects of operations, business development and strategies for growth of SATA CommHealth including collaborations with external parties including governmental bodies, other social enterprises, and private entities relevant to SATA CommHealth’s development.
The Tender Committee (TC) has an oversight responsibility over the tendering process in SATA CommHealth. It also provides advice to the Board on tender policies and procedures to ensure the transparency, fairness, and timelines of the tender process. The Committee also assists to identify key tender risks and suggests ways to mitigate these risks.