Governance

Code of Governance

Arc Children’s Centre is committed to upholding sound governance and management practices in alignment with the Code of Governance for Charities and Institutions of a Public Character (IPC).

Our corporate governance is fortified by the Board. The Board holds a pivotal role in guiding the Management, also known as key management staff, who are entrusted with policy formulation and daily operations. The Board adheres to comprehensive terms of reference, ensuring effective oversight, including succession planning and meeting conduct. Decisive on key matters, the Board approves corporate strategy, policies, budgets, reports, and significant organisational issues.

Board members bring balanced expertise and can serve no more than ten consecutive years, with Treasurer roles limited to four consecutive years. Biennial internal evaluations ensure ongoing effectiveness, while new members receive training manual on organisational protocols including Conflict of Interest, Whistle-blowing, and Code of Conduct. Specialised Committees support the Board in fulfilling its responsibilities efficiently.

1. Transparency and Reporting
We produce Annual Reports that provide the latest information on our programmes, activities, board members, and audited financial statements. These reports, along with the Governance Evaluation Checklist, are easily accessible on the Charity Portal and our website, available within six months of the financial year’s conclusion.

2. Conflict of Interest
All board members and staff adhere to our Conflict of Interest policy. We have established procedures for declaring conflicts of interest annually. Board members abstain from decisions involving such conflicts.

3. Remuneration
Our board members are volunteers and do not receive remuneration. To ensure impartiality in determining remuneration for key management staff who do not serve as board members, a clear and transparent procedure is in place. Remuneration proposals are reviewed by Management, approved by the Board Nomination and Staff Remuneration Committee (NRC), and then by the Board. Compensation for key management staff is recommended by the NRC for Board approval.

4. Human Resources Management
Arc has both full and part-time staff. We actively implement policies and procedures that attract individuals with the right abilities, experience, and attributes. Our performance appraisal process acknowledges achievements and drives continuous improvement.

5. Volunteer Management
Our volunteers, including individuals, and corporate partners, play a vital role. We have a stringent process for new volunteers, including adherence to legal standards like the Personal Data Protection Act, Confidentiality, and Conflict of Interest. Interviews are conducted for potential volunteers, who are also briefed on our volunteer policy, procedures, and programmes.

6. Whistle-blowing
A Whistle-blowing policy is in place to address concerns about potential wrongdoing or improprieties within Arc. Concerns or information can be shared in writing via email to directors@arcchildren.org.

7. Strategic Plan
The 5-year Strategic Plan serves as Arc’s guiding roadmap focusing on continuity and sustainable growth. This dynamic document will be periodically reviewed and adapted by the Board and management to ensure its effectiveness in achieving our mission.

8. Internal Controls
The Board ensures strong internal controls to protect stakeholders’ interests and our assets. We adhere to procedures outlined in the Internal Controls Policy, covering areas such as financial matters, procurement, payments, delegation of authority, and approval limits

9. Funds
The Board actively oversees funds received as donations to ensure their proper utilisation. Programmes and services funding undergoes Board review to ensure long-term sustainability. Excess funds are securely invested as fixed deposits in approved banks, as guided by the Investment Committee.

10. Budgeting and Spending
Budgeting is a pre-financial year exercise for the Board’s review and approval. Financial reports and quarterly reviews are shared with the Board to monitor actual spending. Additionally, our policy prohibits extending loans to staff, board members, or external parties.

11. Financial Audit
An annual financial audit is conducted by an independent Auditor, whose report includes their opinion. Additional information is in the Independent Auditor’s Report.

12. Reserve Policy
The accumulated reserves consist of both unrestricted and restricted funds. The Board regularly reviews the reserve amount to ensure its adequacy in fulfilling ongoing obligations. Further details are outline in the Annual Audited Financial Statements.

13. Restricted and Designated Funds
Our restricted funds are detailed in the Annual Audited Financial Statements. Refer to our Annual Report for more information.

14. Personal Data Protection Act (PDPA)
Arc acknowledges its obligations in accordance with the PDPA. This entails proper handling of personal data, including its collection, use, and disclosure solely for the purposes agreed upon by the individual. Arc ensures that personal data is used only for the intended purposes, and as allowed by law. To prevent unauthorised access, collection, use, disclosure, copying, modification, or disposal of personal data, Arc maintains appropriate and reasonable security measures.

More information can be found here: “Arc Data Protection Policy”.

15. Selection and Appointment of Board Director Policy
This policy provides guidelines that govern the process of selecting, appointing and re-appointing candidates for the role of Board Director in Arc. More information can be found in our website. More information can be found here:
Selection and Appointment of Board Director Policy

16. Training Manual for New Board Members
The Board oversees all critical aspects of Arc, including its financial status, annual budget, financial statements, auditor’s report, programmes and services, remuneration, fund-raising activities, as well as investment and reserve policies. The Board provides critical support to Arc’s management team to achieve its mission and values.

More information can be found here: “Training Manual for New Board Members”.

17. Board Evaluation Policy
The Board Members strive to hold themselves, and its processes accountable, identifying gaps between current and expected performance, in their course of improvements. The Board evaluates its performance collectively and individually, each member of the Board will complete a Self-evaluation and a Board-evaluation.

More information can be found here: “Board Evaluation Policy”.

18. Terms of Reference (ToR) for Board
The ToR formalise the Board’s authority, and duties, along with each of its committees. Defines their purpose, scope, responsibilities, meetings, composition, and other matters. Thus, ensuring clear delimiters and accountabilities to allow the discharging of their duties and mandate.

19. Terms of Reference – Investment Committee
The Investment Committee supports the Board in overseeing and providing financial investment planning and strategies, striving towards Arc’s financial sustainability. It ensures Arc’s management has the financial resources to provide its programmes and services effectively.

20. Terms of Reference – Board Nomination and Staff Remuneration Committee
The Board Nomination, and Staff Remuneration Committee, is responsible to:

• Source, interview, select/re-appointment, and recommends potential candidates to the Board for approval.
• Evaluates and approves management’s recommendation of Staff remuneration packages and promotion opportunities. The committee independently assesses key management remuneration packages to the board to ensure impartiality and transparency.

21. Terms of Reference – Programmes Services Committee
The purpose of the Programmes and Services Committee is to facilitate an integrated approach to the planning, implementation, monitoring and evaluation of the organisation’s programmes and services.

22. Conflict of Interest
All board members and staff adhere to our Conflict of Interest policy. We have established procedures for declaring conflicts of interest annually. Board members abstain from decisions involving such conflicts.

23. Environmental, Social, and Governance (ESG)
At Arc, we are committed to fostering a sustainable and responsible approach to our operations and activities with the aim of maximising positive impact on the environment and society.

24. Anti-Money Laundering
Arc takes its responsibility for ensuring the establishment and maintenance of systems of internal control for the prevention and detection of fraud, irregularities, and corruption as non-negotiable and will not tolerate fraud, corruption, or abuse of position for personal or institutional gain. It is therefore the policy of Arc to comply fully with all laws and legislations.

25. Flexible Work Arrangements (FWAs)
Arc’s Flexible Work Arrangements (FWAs) is designed to support our employees in achieving a healthy work-life balance while upholding our commitment to providing exceptional care and services to children and families.

26. Risk Management and Risk Appetite
Arc’s Risk Management and Risk Appetite Policy outlines its commitment to identifying and managing risks to ensure the continuous delivery of core services. It applies to all staff and covers strategic, operational, financial, legal, and reputational risks. The policy promotes a risk-aware culture through clear roles, structured processes, and leadership accountability. With defined risk appetites and regular monitoring, risk management is embedded into daily operations to maintain a safe, transparent, and resilient environment for all. Risk Management and Risk Appetite meetings are conducted bi-annually.

To guide our approach to technological risk, we adopt the Data Protection Essentials (DPE) checklist from IMDA and PDPC as a practical framework. This covers key areas such as asset inventory, data protection policies, breach response planning, employee training, access control, malware protection, secure system configurations, and regular reviews. The DPE framework helps ensure a structured and consistent application of cybersecurity and data protection practices across our operations.

27. Communication Policy
Arc’s Communication Policy ensures clear, ethical, and consistent messaging across all media platforms. It supports two-way communication with key stakeholders, upholds confidentiality, and aligns with the organisation’s mission and values. Only authorised personnel may speak on Arc’s behalf, and a Crisis Communication SOP is in place to guide responses during public relations risks or
emergencies.

28. Fundraising Events Policy
This Policy ensures all fundraising events are managed in strict accordance with the Code of Governance for Charities and the Institute of Public Character. Fundraising strategies and budgets are prepared by Management and approved by the Board. External fundraising events require formal agreements, prior approvals for use of Arc’s name and logos, and adherence to regulatory requirements, including scrutiny of online fundraising portals. Arc does not engage commercial fundraisers.

29. Procurement Policy
This Policy ensures that all procurement is carried out efficiently, transparently, and in alignment with the Centre’s mission and values. Purchases must follow set approval limits and segregation of duties. All procurement is to be conducted ethically, avoiding conflicts of interest.

30. Terms of Use
By accessing and using the Arc Children’s Centre website, you agree to abide by the Terms of Use. These terms govern your use of the website and any content, materials, or services provided therein. If you do not agree with any part of these terms, please refrain from using the website, details of which can be found in “Term of Use”.

Last updated: August 2025.

Selection and Appointment of Board Director

Purpose:
Provide guidelines that govern the process of selecting, appointing and re-appointing candidates for the role of Board Member in Arc.

Scope:
As diverse talents, skillsets and expertise are necessary to ensure Arc can achieve its objectives under the Vision, Mission and Values (VMV), this policy is applicable to the selection of candidates to the post of Board Member.

Objectives

The Board will ensure varied composition of members.

The selection and appointment process of members is aimed at achieving an adequate balance in the composition of the Board of Members as a whole.

The ultimate objective of the selection, appointment and re-appointment of the Member is to ensure that the appointed Member will fulfil the conditions set out in accordance with the Memorandum and Articles of Association (MAA) of Arc Children’s Centre Co Ltd.

Policy
The Board reviews the selection, appointment/re-appointment of its Members and table it at the Board meeting for formal approval.

The Board is to fulfil their responsibilities and commitments to Arc.

Procedure for the Selection and Appointment of Members
The Board will consider the skills, experience and expertise of potential members to increase Board effectiveness and diversity.

The potential candidate should possess these qualities:

Have a good understanding and competent in dealing with the current and emerging issues of social service.

Exercise independent and objective judgement.

Encourage and enhance the performance of the organisation.

The Board will consider the recommendation of the Nomination Committee and make a final decision.

The Nomination Committee will present to the Board new candidates for their review and approval.

The newly appointed Director will receive an Orientation of Arc’s Code of Governance Policy and the Board Training Manual.

Procedure for the Re-Appointment of Members

When the Director’s term of office ends and seeks re-appointment with the Board.

The Board will evaluate then consider the re-appointment and make the final decision.

A letter of re-appointment shall be issued accordingly.

Review of Policy:
To be reviewed by the Board every 3 years as deemed necessary.

Last updated: April 2025.

Training Manual for New Board Members

Introduction
Arc is governed by a Board of volunteer directors.

The Board’s duties, responsibilities, powers, organisation, and functions are provided in Arc’s Memorandum and Articles of Association (MAA), this Manual, and the Charity Council’s Code of Governance for Charities and Institutions of a Public Character (2011), subject to the Companies Act (Cap 50).

Arc is a registered charity and operates within the rules and regulations of the Charities Act (Cap 37). It is exempt from tax.

Good governance is essential for public trust and confidence in Arc’s work.

Arc is committed to practising the highest standards of governance and aims to articulate and communicate these standards and best practices.

Vision
For every child who comes, to find joy again.

Mission

• Provide a sanctuary for each child’s holistic development and learning.
• Inspire confidence to lead a fulfilling life.
• Nurture a supportive community for the children and their families.

Board Roles and Composition
The Board is responsible for directing the affairs of Arc and ensuring it is well-managed. It has several objectives to achieve, including providing leadership and direction for various programmes and services, approving policies and strategies, evaluating internal controls and financial reporting, monitoring budget expenditure, assuming responsibility for governance, and supporting management to enhance their performance.

All Board members must maintain independence, objectivity, fairness, integrity, and ethics in their duties. The Board comprises only non-executive members who do not receive any remuneration. Paid staff of Arc cannot become Board members.

The Board’s composition, election or appointment, power, tenure, and proceedings must comply with Arc’s MAA and Charity Governance as stipulated.

Term limits for Board members and key appointments are set out in the MAA and the Charity Governance, and reasons for retaining Board members serving for more than 10 consecutive years should be disclosed in the annual report.

The Board should have a renewal strategy and succession planning arrangement to ensure continuity and timely replacement of resigning members.

The Board usually makes decisions by agreeing on them as a group, and each Director gets one vote. The Chairman of the meeting gets an extra vote to break any ties.

The Board should have members with the right skills and qualities who are committed. They should attend training and keep up-to-date with relevant laws and rules. New Board members should get information to help them understand their role and how Arc works.

Board evaluation is conducted to measure its effectiveness.

The Board will regularly review Arc’s mission and vision to ensure they are aligned with its needs and the external environment. Arc’s vision and mission are available on its website and annual report.

Board Meetings
Minutes and decisions of Board and committee meetings will be circulated to members.

The Board will meet at least quarterly with a quorum of one-third of members as set out in the MAA.

Board members should make every effort to attend all meetings during their tenure.

Board Committees
The Board has 3 Committees: Board Selection, Recruitment and Staff Remuneration Committee, Investment Committee, and Programmes and Services Committees. Each committee is led by a Board member.

The committee meetings will be recorded and shared with the Board. The committees should meet at least once a year.

Strategic Plan
The 5-year Strategic Plan serves as Arc’s guiding roadmap focusing on continuity and sustainable growth. This dynamic document will be periodically reviewed and adapted by the Board and management to ensure its effectiveness in achieving our mission.

Conflict of Interest
Board members and staff must disclose interests in other organisations with significant roles or ownership to the Board.

Conflict of interest requires declaration, non-participation in discussions or voting, and recording of final decision in minutes.

Approval from the Board is required for paid staff related to an existing staff or Board members.

Recruitment procedures must be followed, and no influence on decisions is allowed.

Programme Management
Management will update the Board on programmes and operations.

Human Resource Management
Arc has human resource policies for staff that cover recruitment, remuneration, code of conduct, benefits, training and development, performance appraisal, disciplinary actions, and cessation of employment.

Appointment to management positions is approved by the Board, and all other appointments are made by the Management team, subject to the Conflict of Interest clause.

The human resource policies aim to attract suitable staff and volunteers with the appropriate qualifications, experience, and motivation. An orientation programme is conducted for new staff.

Paid staff, including the Management team, cannot be involved in setting their own remuneration. The Board ensures a process for setting remuneration benchmarked against other charitable organisations.

Staff and volunteers have appropriate insurance coverage.

Staff and volunteers can contact the Management team or any members of the Board with issues or concerns.

The Management team resolves any major dispute or conflict or grievances between staff and/or volunteers. If the conflict remains unresolved, a Board member will be brought in to mediate.

Resigning staff are interviewed by HR and/or the Management team to understand their reasons for resigning. They are reminded not to disclose any confidential information pertaining to Arc. A record of the exit interview is prepared.

Budget Planning and Monitoring
The Board approves an annual budget for Arc management and monitors its expenditure regularly to prevent deficits.

Financial statements with comparative budget figures are sent to at the Board.

Arc has documented internal controls approved by the Board for financial matters, such as procurement procedures, receipting and payment procedures, and limits of approval.

The Board ensures periodic internal audits on controls, processes, key programmes, and events.

Arc maintains reserves for long-term financial sustainability and discloses a reserve policy in its annual report.

Arc invests its reserves according to the investment policy approved by the Board.

Fund-Raising Practices
The Board and Management promote transparency, integrity, and public trust, provide accurate and ethical advice to donors, properly account for all donations, respect donor confidentiality, comply with COC, AML and CTF regulations.

Disclosure and Transparency
The Board shall ensure Arc management make an annual report available with programme, activity, audited financial statements and Board & Management team members’ listing and others as required by the Charity Governance.

Board members shall not receive any remuneration. Benefits received by any individual Board member must be disclosed in Arc’s management financial statements.

The Board shall ensure Arc’s management disclosed,

• In its annual remuneration of its 3 highest-paid staff in bands of $100,000 who each have received more than $100,000 during the financial year.
• The number of paid staff, whose remuneration exceeds $50,000, and are close family members of the Management team or Board members, in bands of $100,000.
• The number of Board meetings, appointment dates and each Board member’s attendance by name in the annual report.

The Board shall ensure Arc’s management have in place a disclosed whistle-blowing policy in its annual report, reviewed by the Board to ensure appropriate arrangement for concerns to be raised, independently investigated, and followed up.

Public Relations and Corporate Communications
A designated spokesperson shall build a positive image of Arc and ensure procedures are in place for releasing information about Arc and its activities to the media, stakeholders and public.

Last updated: April 2025.

Board Evaluation Policy

Purpose
The purpose of this policy is to give all Board members an opportunity to evaluate and discuss the Board’s performance from multiple perspectives.

Scope
This Policy will be applicable to all members of the Board to ensure continuous improvement in the way the Board conducts its functions for greater efficiency and effectiveness.

Procedure
This Policy is to ensure individual members and the Board work as a whole efficiently and effectively.

Each term or 3 years, each member of the Board will complete a Self Evaluation on their own performance during the year and complete a Board evaluation to assess the Board as a whole. When the above forms are completed, the forms will be returned to the Centre Heads for compilation and will be discussed at the Board meeting. The Board will discuss and analyse its own performance during the year.

Review of Policy
The Policy shall be reviewed by the Board every 3 year or every term.

Last updated: April 2025.

Internal Controls Policy

Purpose

This policy provides clear guidance to staff, management, and the Board regarding the internal financial control processes. It aims to foster a culture that promotes transparency, integrity, strong values, and competence, reinforcing Arc’s core values as outlined in its Strategic Plan.

Definition

Internal Control refers to the framework established by the Board to ensure effective governance of both financial and non-financial aspects of business operations. This includes areas such as strategic management, project management, finance, record-keeping, and risk management. Internal controls involve a set of procedures designed to mitigate risks and provide reasonable assurance that operations are efficient, assets are safeguarded, compliance with legislation and Arc policies is maintained, and financial reporting is timely, accurate, and reliable.

Scope

This policy applies to all financial policies, procedures, and practices within the organisation.

Objectives

The policy establishes an effective internal control system aimed at:

• Identifying and mitigating risks.
• Supporting management by providing documentation, systems, and procedures that all employees must adhere to.
• Ensuring the integrity of transactions, the accuracy of information, and compliance with legislative requirements.
• Supporting the achievement of the Board’s strategic goals and objectives through operational efficiency.

5. Responsible Parties

• Management
• The Board
• All Arc employees involved in internal processes

6.Policy Details

Control Activities Classification

Policies and Procedures

• Ensure that transactions are carried out in accordance with the management authorisation matrix.
• Ensure that transactions are properly recorded.
• Limit access to assets to authorized personnel only.
• Regularly reconcile recorded assets with physical assets.
• Policies and procedures are formalised and clearly defined for consistency and clarity.

Authorisation Controls

• The delegation of authority and approval limits matrix are reviewed and approved by the Board.
• Operations shall adhere to the established organisational chart.

Approving Authorities

• Ensure that all transactions align with Arc’s mission and policies. The limits of authority and the power to sign on behalf of the organisation must be clearly documented and approved by the Board.

Disputes

• Any discrepancies related to financial transactions must be promptly communicated to management for review.

Financial Reviews

• Regular financial reviews will be conducted to monitor performance and identify potential areas of concern.

Budget Planning and Monitoring

• Annually, prior to the budget exercise, the Board and management will review income, expenditures, and the cash flow position to ensure alignment with Arc’s goals.
• Arc’s core principles will be reviewed to ensure they reflect the needs of the children it serves.
• Activities and services planned for the upcoming year will be costed and aligned with the organisation’s objectives.
• The Board will review and approve the budget, providing clear guidance on priorities, if applicable.
• The Board is responsible for ensuring that sufficient resources are allocated to achieve the planned activities and ensure Arc’s long-term viability.

Financial Statements

• The Board will regularly review financial reports, including income and expenditure statements, with comparative budget figures provided quarterly for transparency and oversight.

Audited Accounts

• The Board will review and approve the annual audited financial statements prepared by the external auditor. If any internal control weaknesses or unusual transactions are identified, management and the Board will meet with the auditor to take corrective actions.

Annual Report

• In accordance with the governing instrument, Arc will provide stakeholders with an annual report, including audited financial statements, asset management details, and depreciation on fixed assets.

Authority Levels for Purchases

• All purchases, both budgeted and non-budgeted, must be approved in accordance with the Procurement Policy.

Supporting Documentation

• Procedures are in place to ensure that all transactions are supported by appropriate documentation (e.g., price, nature, and terms) before approval. This ensures that payments are valid and prevents unauthorized or erroneous payments.

Reconciliation and Checks

Regular reconciliation and checks of key financial matters are performed to:

• Reduce the likelihood of irregularities.
• Increase the chances of detecting irregularities.
• Ensure that all suspicious activities are properly investigated, and corrective actions are taken.

Bank reconciliations are completed monthly. Any discrepancies discovered will be thoroughly investigated, and the findings will be reported.

Review of Policy

• This policy will be reviewed and updated at least once every two years.

Last updated: April 2025.

Conflict of Interest Policy

Purpose

Arc has an obligation to act in the best interest of the organisation. Hence, it needs to avoid situations where there may be real, potential or perceived conflict of interest, which may arise when a member’s personal or family’s interest conflict with those of Arc. The Code of Conduct which is built upon our Core Values provides standards by which we will conduct ourselves to promote integrity and enhance Arc’s ability to achieve its Mission.

Such conflicts could create problems that may result in the following:

• Cause damage to the Arc’s reputation which may affect its operation and continuity.
• Influence the members’ judgment and compromise objectivity when conducting the Arc’s affairs.
• Restrict free discussion and hinder transparency and thus resulting in decisions or actions that are not in the interests of Arc; and
• Risk the impression that the Arc has acted improperly.

This Policy aims to protect both Arc and its members from any such improprieties.

Scope

All members of Arc.

Definitions

“Member” refers to a board member, staff, volunteer, supplier, and beneficiary of Arc.

“Policy” refers to this Conflict-of-Interest policy.

“Interest’ means any commitment, investment, relationship, obligations, or involvement, financial or otherwise that may influence a person’s judgement. This would include:

• Direct interest – ownership in the name of the member.
• Indirect interest – ownership beneficially held through another investment, estate, trust or other intermediary.
• Vested interest – personal stake or involvement, which may or may not include an expectation of financial gain; and
• Deemed interest – a member is deemed to have an interest which his/her spouse/domestic partner holds an interest.

A Conflict of Interest arises when the personal interests of the member/staff may potentially interfere with the performance of his/her duties and affect the integrity, fairness, objectivity and accountability of the person leading to the impediment of Arc’s reputation.

Policy

No member shall derive and/or solicit any personal profit or gain, directly or indirectly, by reason of their affiliation with Arc.

All members and/or its third-party supplier shall refrain from obtaining any list of clients for personal or private solicitation purposes during their term of affiliation with Arc.

Any member and/or its third-party supplier shall identify his/her affiliation with any organisations which are affiliated with Arc. Further, he/she shall disclose any personal interest which he/she may have in any matter pending before these organisations and shall not participate in the decision affecting that organisation’s undertaking with Arc.

Any member who is a user of Arc’s services, or the carer of someone who uses Arc’s services shall not be involved in decisions that directly affect the service received by the person he/she cares for. He/she shall declare his/her interest at the earliest opportunity and withdraw from any subsequent discussion.  The same applies if the conflict concerns any other reason(s).

A member may, however, participate in discussions from which he/she may indirectly benefit, for example where the benefits are universal to all users, subject to him/her declaring such interest frontend. This policy offers guidance to our employees on standard of integrity and business conduct. If unsure in any circumstances, they may seek advice from the Management.

It is the responsibility of Management and the Board to:

• Appoint, hire or contract with any third-party suppliers on the basis they are best qualified and who will provide the goods or services needed at the best price.
• Ensure that its decision is not influenced in any way by the fact that a member may have an interest in the business transaction.

The Management and the Board shall have the right to suspend any involvement of any member when it has come to their attention that a potential conflict has arisen but has not been voluntarily disclosed by the relevant member.

This Policy cannot describe all potential conflicts of interest situations that may arise involving Arc. Therefore, all members must use good judgement to avoid any impropriety as well as the appearance of it.

Declaration of Interests

Given the stated purpose of this policy, all members shall:

• Declare any interests, any affiliation, personal and/or business relationships with any organisations and/or with any persons who have undertakings with Arc or whom Arc may enter a business transaction with.
• Disclose any outside activities that may pose a real, potential or perceived conflict of interest.
• Declare whenever a transaction to be affected may result in a conflict of interest.

A Conflict-of-Interest Disclosure Statement (Annex 1) is provided for this purpose. Upon first joining Arc and annually thereafter, the Disclosure Statement shall be made in writing by a member and kept in record with Arc.  The same shall be done when any changes occur.

Should a member be uncertain on what to declare, or what needs to be updated, erring on the side of caution shall be the rule of thumb and therefore a member shall proceed to make the declaration and/or seek advice from Management or HR.

Procedures

All members shall promptly report any actual, potential or perceived conflict of interest to Management and/or Board.

All conflict-of-interest issues shall be resolved by the Board in consultation with the Management.

If the Board needs to decide on an issue where a Board member has an interest or potential conflict, it should ensure all such decisions are made by vote with simple majority based on the presence of a quorum and the interested board member(s):

• Must not vote on matters affecting their own interest.
• Not participate in discussion of the matter/motion being considered
• Not vote on the matter/motion

Minutes of all conflict-of-interest proceedings shall be recorded in writing.

Violation

Any violation will result in discipline, up to and including termination from employment, removal from Board, or expulsion from being a member of Arc.

Last Updated: April 2025