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.
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: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.
- 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.
- 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  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.
To assist in the execution of its responsibilities, the Board shall be assisted by the following Board Committees: