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 Engagement
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. Face-to-face 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
The policy provides guidelines for selection and appointment of a new Board Director in Arc. 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 applicable provisions of the Proceeds of Crime Act 2002, Terrorism Act 2000, Bribery Act 2010 and Money Laundering Regulations 2007 and all amending legislation.

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. 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: June 2024.

Selection and Appointment of Board Director

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

2. 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.

3. Objectives

1. The principle of diversity in the composition of the Board of Members shall be applied in its broadest sense.
2. 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.
3. 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.

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

Board of Members are entrusted to fulfil their responsibilities and commitments to Arc.

5. 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 Board should be properly equipped to:

1. Have a good understanding of and competence to deal with, the current and emerging issues of the social service.
2. Exercise independent and objective judgement.
3. Encourage and enhance performance of the organisation.
4. Appoint a Nomination Committee (NC) and develop selection criteria for evaluation of potential board candidates.
5. Source for suitably qualified potential candidates through referrals, networking or any other sources.
6. NC to interview and assess the potential candidates and if found suitable to submit its recommendation to the Board for consideration.
7. The Board will consider and make a final decision on the selected candidate.
8. A formal letter of appointment will be presented to the selected candidate.
9. The appointment shall be properly recorded in the Board meeting minutes and a resolution filed with ACRA.
10. The newly appointed Member shall be briefed according to the Training Manual for New Board Members Policy and be given an orientation on Arc activities where applicable.

6. Procedure for the Re-Appointment of Members
When the term of office is completed, he/she may be considered for re-appointment.

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

A letter of re-appointment shall be issued accordingly.

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

Last updated: July 2022.

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,

1. 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.
2. 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.
3. 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 2024.

Board Evaluation Policy

1. 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.

2. 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.

3. 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 forms are completed, it will be compiled and discussed at the Board meeting. The Board as a whole will discuss and analyse its own performance during the year.

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

Last updated: April 2024.