The Code of Governance for Charities and Institutions of a Public Character (the “Code”) was first introduced by Charity Council in 2007 and refined subsequently in 2011 and 2017. Charities are accountable to the public and other stakeholders and are strongly encouraged to apply the principles and practices of governance and management listed in the Code. Not all Code guidelines will apply to every charity. However, all charities should go through the entire Code and take necessary actions to improve their governance.
Objective of the refinements:
- Make charities more effective by sharing recommended practices on how they should be governed and managed;
- Provide guidance to Board members to help them carry out their duties as fiduciaries (representatives entrusted to act in the interests of the charity);
- Boost public confidence in the charity sector by setting the standards of good governance for charities to aspire towards.
Extract of Key Changes
Implication to Board
Implication to Management
|Clause 1.1.1 & 1.1.2: Induction & training for Board members
Appropriate training should be provided to Board members and induction for incoming Board members.
|Formalise an induction programme for new members. Identify training needs and set aside necessary budget.||Assist to develop and implement induction programme and coordinate training requirements.|
|Clause 1.1.4: List of matters requiring Board approval
The charity should also prepare a document with guidelines setting forth matters reserved for the Board’s decision and clear directions to staff on matters that must be approved by the Board.
|Establish a formal delegation of authority matrix clearly spelling out matters and transactions that must have prior approval from the Board.
||Establish policies, processes and structure to ensure compliance with Board instructions.|
|Clause 1.1.7 & 1.1.13: Term limit for Board members & Treasurer
Establish a term limit for all Board members to ensure steady renewal, and disclose the reasons for retaining Board members who have served for more than 10 consecutive years. The required lapse period before eligibility for re-election as Treasurer or a Board member is extended to 2 years.
|Design a Board renewal and succession plan to meet the needs of the organisation, and amend the Constitution where necessary. Charities with a large number of long-serving Board members may need to adopt a phased approach to avoid disruption of continuity.||Assist the Board in developing and implementing the plan.|
|Human Resource and Volunteer Management
|Clause 5.3: Code of Conduct
Charity should have a documented Code of Conduct for Board members, staff and volunteers (where applicable) that is approved by the Board.
|Adopt an appropriate Code of Conduct policy and declaration procedure. This may be consolidated with the policy on Conflict of Interest and declaration.||Assist to develop the policy and establish process and structure to ensure ongoing compliance.|
|Financial Management and Internal Controls
|Clause 6.1.1: Spending of resources in line with core purposes
There should be a documented policy to seek the Board’s approval for instances where the charity provides loans, donations, grants or financial assistance that are not part of its core charitable programmes.
|Spending and transaction not in line with the core charitable purposes of the organisation should be included in the List of Matters Requiring Board Approval.
||Assist to develop the policy and establish process and structure to ensure ongoing compliance.|
|Clause 6.1.4: Risk management
The Board should ensure that there is a process to identify, regularly monitor and review the charity’s key risks. This should cover mitigating measures and controls for all key risks.
|Establish appropriate committees for risk governance. Ensure that management has established adequate and effective systems of risk management and internal controls.||Establish adequate and effective systems of risk management and internal controls.|
|Clause 7.2.3: Donations-in-kind
All donations-in-kind received should be properly recorded and accounted for by the charity.
|Ensure that adequate policies and processes are in place to track, record and account for donations-in-kind.||Establish policies, processes and structure to ensure compliance.|
| Disclosure and Transparency
|Clause 8.1a: Information on Board members & office bearers
The charity should disclose the information of its Board members, specifically — name, Board appointment and date of appointment — to the Board, in its annual report. Where the current holder of any of the relevant offices has prior to his current term held any of the relevant offices in the charity, he should disclose the date of his first appointment in each of the relevant offices.
|Designate board committee or board member to supervise management to ensure compliance.||Establish system to keep track of information and prepare disclosure in the annual report and website to comply with the requirements.|
|Clause 8.2: Board meeting attendance
The charity should disclose the number of Board meetings in the year as well as the attendance of each Board member (on a named basis) in its annual report.
|Plan meeting schedule ahead of time to allow Board members to plan their schedules accordingly and inform Board members of the disclosure requirement.||Assist the Board to plan meeting schedule ahead of time and send reminder to Board members.|
|Clause 8.5: Disclosure of staff remuneration
Disclose the number of paid staff (no-named basis) who are close family members of CEO/ED/Board members (named basis) with remuneration exceeding $50,000 during the year. Disclosure of the staff’s remuneration should be in incremental bands of $100,000 on a no-named basis. However, the related Executive Head or Board Member(s) should be disclosed on a named basis.
|Ensure the establishment of necessary policy and processes to identify and declare such relationship.||Establish the necessary policy and processes to identify such relationship & comply with the disclosure requirements.|
|Clause 8.6: Whistle-blowing policy
The charity should set in place a whistle-blowing policy and disclose the existence of such a policy in its Annual Report.
|Ensure whistle-blowing policy is in place and that staff and external parties are aware of it. The policy should provide a channel for independent reporting, protect the whistle-blower and ensure independent investigation proceedings.||Disclose the policy and channel in the annual report and on the website; communicate and educate the staff on the policy.|
For further information, please contact:
Partner & Industry Lead, NPO Practice & Healthcare
T +65 6594 7843
Senior Director, Risk Advisory
T +65 6594 7892