CORPORATE GOVERNANCE

- updated 1 December 2023 

SG Serve’s Commitment to Compliance

 

1. SG Serve recognises that it is accountable to all its stakeholders, which include its members, beneficiaries, regulatory authorities, donors and members of the public. For SG Serve to operate successfully, the Board believes that there must be confidence and public trust in its work. It is therefore imperative to have a sound governance and management system that can withstand the scrutiny of its stakeholders.

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2. The Board is committed to setting and maintaining a high standard of governance in the spirit of the Code of Governance for Charities and Institutions of a Public Character (“Code”).

 

3. The Board has developed a manual based on the Code. The Board shall ensure that SG Serve adheres with the principles and guidelines of the Code. It aims to help members of the public understand SG Serve’s standard of governance and to make an informed decision about the support they give in terms of time and monies.

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4. To comply with the Code, the Board will maintain and regularly review SG Serve’s system of internal controls, performance, policies and procedures to ensure that:

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• SG Serve regularly identifies and reviews the key risks to which SG Serve is exposed to and has a system to manage the risks;

• SG Serve understands and complies with all applicable legal and regulatory requirements;

• SG Serve has appropriate up-to-date financial and management controls;

• Delegation to Board Committees, staff and volunteers works effectively and the use of delegated authority is properly supervised;

• Proper arrangements are in place for the recruitment, supervision, support, appraisal and remuneration of all staff; and

• Volunteers are managed and supported.

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Board Composition

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All the Directors are independent and do not receive any remuneration for the services to SG Serve. New appointments of Directors are recommended and selected based on the following:

 

• Knowledge, charity-related experience

• Contribution in joining as organising committees for events and programs of SG Serve

• Alignment to SG Serve’s vision, mission, objectives and values Management experience in corporate / civil service

• Diversity, including but not limited to gender, ethnicity, race and disabilities

• Specific skills such as finance, audit, legal, information technology, governmental affairs, public relations, marketing, human resource development, healthcare etc.

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At the annual general meeting of each year, one-third or the number nearest one-third (rounded-down) of the number of directors shall retire. The directors to retire shall be those who have been longest in office since their last election. The retiring director shall be eligible for re-election. Any newly appointed directors shall hold office only until the next annual general meeting and shall then be eligible for re-election. There is a maximum term limit for the Board Treasurer of four consecutive years.

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The Directors are encouraged to attend training programs, seminars and workshops organised by professional bodies as and when necessary, to keep apprised of relevant new laws, regulations and changes in the charity landscape. The secretary will also organise briefing sessions or circulate memoranda to Directors to enable them to keep pace with these changes.

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Board Committees

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In order to assist in the execution of its responsibilities, the Board has committee member(s) or designated Board member(s) to oversee the following areas: Programmes and Services, Investment, Fundraising, Audit and Finance.

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Financial Management and Internal Controls

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The Board reviews and approves the annual budget prepared by management. All extra-budgetary expenditure beyond the delegated management authority is reviewed and approved by the Board and the operating and capital expenditure budget is regularly monitored.

 

SG Serve is committed to disclosing audited statements which give a true and fair review of SG Serve's financial statements to ensure that they are in accordance with the requirements as specified by the regulatory bodies. Members of the public can download a copy of Annual Report via SG Serve's website.  

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Risk Management

 

Risk Management is an integral part of sound governance. It is integrated with SG Serve's strategy, cuts across the different functional areas of SG Serve's operations and is mainly embedded within the day-to-day management and operational processes of these functional areas.

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SG Serve has identified 6 key risks, namely:

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• Legal and regulatory compliance risk

• Funding risk

• Financial risk

• Service delivery risk

• Adverse events risk

• Information including cybersecurity risk

The risks are monitored and discussed within the Board meeting on a quarterly basis. Key updates and issues are shared during the Board meeting. Urgent information and action plans are communicated through top-down approach directed by the Board.

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Disclosure and Transparency

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SG Serve is committed to the principles of accountability and transparency. In order to adhere to these principles, SG Serve regularly makes available information regarding our programmes/events, operations, audited financials and update on Board members through an annual report, website and social media pages.

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Whistle-Blowing Policy

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The Board, committee members, staff and volunteers are committed to conducting all its activities with integrity and the highest ethical standards whilst complying with applicable laws and regulations. In line with this commitment, SG Serve has a Whistle Blowing Policy to allow whistle-blowers, in good faith, to raise concerns over a breach of these standards, and highlight incidents of malpractice or wrongdoings within SG Serve. This Policy applies to any suspected improprieties involving the Board, committee members, staff or volunteers of SG Serve.

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Conflict of Interest Policy

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The policy requires Board and staff to observe and to declare real, potential or perceived conflicts of interest to the Board at the earliest opportunity. Where a potential conflict of interest arises, the Board member or staff concerned should not vote on the matter nor participate in discussions. He should also recuse himself from the meeting. The reason for how a final decision is made on the transaction or contract should be recorded.

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Declarations are required for related parties’ transactions. Any related party transaction will be reviewed on quarterly basis during Board meeting and the outcome of the review be reported and documented.

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Any appointment of staff who is a close member of the family of the current Board members or staff should undergo the established procedures for recruitment, performance evaluation and remuneration.

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Board members or staff should make a declaration of such relationships and not influence decisions made during these procedures.

 

Data Protection and Privacy

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SG Serve values the protection of personal data of its members, clients, beneficiaries, sponsors, volunteers, partners, suppliers, donors and employees. The Board emphasises the importance of compliance with the Personal Data Protection Act. In connection with this, the Board has established the ‘Privacy Policy’ and is guided by the advisory guidelines developed by the National Council of Social Service and The Personal Data Protection Commission.

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The Board expects all of its members and employees to comply with this policy.

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