Clarity Singapore is committed to maintaining a high standard of corporate governance. Compliance with the applicable guidelines of the Code of Governance Evaluation Checklist for Charities and Institutions of a Public Character (“IPC”) can be found in our annual report.
Board Governance
Clarity Singapore is governed by a volunteer Board whose members are appointed by the Archbishop of the Catholic Archdiocese of Singapore in accordance with its Constitution.
The Board shall also have powers set out in the Constitution.
Board members are required to submit themselves for re-nomination and re-appointment at the end of their two-year term.
The Board may establish infrastructural and program committees, to assist with the governance and programmes of Clarity.
Decisions of the Board should generally be made based on group consensus. However, where a vote is required, each Board member shall have one vote. A determination by a majority of Directors shall for all purposes be deemed a determination of the Board of Directors. The Chairman of the meeting shall have the casting vote. If the Chairman is absent from the meeting, then the Deputy Chairman shall have a second or casting vote.
Proceedings and decisions of the Board and committee meetings should be minuted and circulated to all concerned within two weeks of the meeting.
Main Board Terms of Reference
- Board member of Clarity shall, at all times, act in good faith, maintain the highest level of honesty and use his reasonable diligence in the discharge of his duty as a Board member.
- The number of the Directors, all of whom shall be natural persons, shall be not less than seven (7) and not more than fifteen (15).
- Board members are responsible for setting out the organisation’s strategies and for directing the affairs of Clarity, ensuring it is well-managed and carrying out its objectives in accordance with Clarity’s Constitution.
- The Board shall use its best endeavours to ensure that Clarity is managed in accordance with all applicable laws, rules and regulations. The Board shall ensure that Clarity has adequate resources for its operations and programmes, and that such resources are effectively, efficiently and prudently managed.
- The day-to-day operations of Clarity shall be managed by a Management team led by a full-time Executive Director. Board members shall use their best endeavours to guide and assist the Management team, in particular the Executive Director in carrying out their duties and responsibilities.
- The Board shall approve the budget and an annual work plan for Clarity to ensure that its activities are aligned to its charitable objectives. The Board shall review the work plan periodically.
- All Board members shall exercise independent judgement and act in the best interest of Clarity. To ensure objectivity in decision-making, the Board shall comprise only of non-executive members. Board members shall not receive any remuneration as members of the Board. Paid staff of Clarity shall not become members of the Board.
- The Board shall ensure that there is adequate reporting of the progress of Clarity’s programmes and outcomes to relevant stakeholders on its website, through the Catholic media and in its annual report.
- The quorum necessary for the transaction of the business of the Board shall be at least 50% of the total number of Directors of the Company, or at least three (3) Directors, whichever is the greater number.
- The Executive Director and when appropriate, members of the Management team may attend Board meetings, as ex-officio, to provide information and facilitate necessary discussions but they shall not take part in decision-making or have any vote.
- Board Selection and Evaluation:
- At least two thirds of the members of the Board shall be Roman Catholics.
- To assist the Board in fulfilling Clarity’s vision and mission, at least one Board member must be a Psychiatrist, a Psychologist, a Social Worker or a person who has held leadership role in the HealthCare Industry.
- The Board shall comprise members who possess suitable personal attributes, core skills/competencies and commitment. Orientation briefings and documents shall be given to each new Board member to properly induct and familiarise them about their responsibilities and the operations of Clarity.
- The Board shall conduct a written self-evaluation survey at least once a year to assess the performance and effectiveness of the Board as a whole. Based on this evaluation, the Board shall, where appropriate, consider process improvements, new board programs and new members for appointment to the Board.
Whilst Clarity is intended to assist and serve all residents of Singapore, regardless of their race, religion or nationality, Board members are to be mindful of the fact that Clarity is a member of Caritas, and therefore its works and objectives should be in accordance with the Catholic faith and the social teachings of the Catholic Church.
- Board Renewal and Reappointment:
The Board shall have a strategy for its own renewal, with succession planning arrangements in place to ensure continuity and timely replacement of Board members resigning or completing their terms of office. Particular attention shall be given to succession planning for key office bearers.
The Chairman of the Board shall serve a term of 2 years, subject to a maximum of 3 terms. the position of the treasurer (or the equivalent appointment like a Finance Committee Chairperson or a person on the Board responsible for overseeing the finances of the Company) may hold such office for a maximum of two (2) consecutive two (2)-year terms (four [4] years in total). Re-appointment of the outgoing treasurer (or equivalent appointment) may be considered after a lapse of at least two (2) years.
Any changes in the Board shall be notified to the Archbishop and the Commissioner of Charities within (7) days of the change.
Board Committees
To assist in the execution of its responsibilities, the Board shall be assisted by the following Board Committees:
Conflict of Interest
Whenever a member of the Board has in any way, directly or indirectly, an interest in a transaction or project or other matter to be dis cussed at a meeting, the member shall disclose the nature of his interest before the discussion on the matter begins. The member concerned should not participate in the discussion or vote on the matter and should also offer to withdraw from the meeting and the Board shall decide if this should be accepted.
The Board of directors are required to disclose any interest that they may have, whether directly or indirectly, that the Company may enter into or in any organisation that the Company has dealings with or is considering dealing with and any personal interests accruing to him as one of the Company’s supplier, user of services or beneficiary.
Employees
Employees should at all times act in the best interest of the Organization, avoiding situations that may result in a potential conflict on interest. Where there is a potential conflict of interest, employees shall inform their supervisor and if appropriate, disqualify themselves from participation in that activity or decision.
Finance and Procurement Governance
Clarity’s Finance Manual provides the guidelines and policies for the management and control of the financial and accounting operations. The manual also stipulates accountability and fiduciary responsibility over the finances and assets of Clarity.
The Finance Committee is responsible for keeping the Finance Manual up-to-date and relevant.
The annual operating Budget preparation process starts during the fourth quarter of the Organisation’s fiscal year. The proposed Budget shall be submitted by the Executive Director for approval by the Board before each financial year end.
General Procurement Guidelines
Proper documentation is required for all stages of the procurement & disbursement process. This includes the following:
- Determine the requirements and value of the intended procurement/disbursement.
- Ensure that there is a budget available for the purchase/disbursement.
- Obtain prescribed approvals from the designated authority for intended procurement/disbursement
- For expenditure above a limit determined by the Board, a competitive tender and approval by the Board of Directors is required. The procedure for conducting a tender is stated in the Finance Manual