Corporate Governance

Our Commitment

VCS’ Commitment to Compliance

VCS recognises that it is accountable to all its stakeholders, including its members, beneficiaries, regulatory authorities, donors and members of the public. For VCS to operate successfully, the Management Committee believes that there must be confidence and public trust in its work. It is therefore imperative to have a sound governance and management system that can withstand the scrutiny of its stakeholders.

The Management Committee is committed to setting and maintaining a high standard of governance in the spirit of the Code of Governance for Charities and Institutions of a Public Character (“Code”). VCS Board Governance was developed based on the Code and is reviewed annually.

To comply with the Code, the Board will maintain and regularly review VCS’ system of internal controls, performance, policies and procedures to ensure that:

VCS regularly identifies and reviews key risks to which VCS is exposed to and has a system to manage these risks;
VCS understands and complies with all applicable legal and regulatory requirements;
VCS has appropriate up-to-date financial and management controls;
Delegation to Board Committees, staff and volunteers works effectively and the use of delegated authority is properly supervised;
Proper arrangements are in place for the recruitment, supervision, support, appraisal and remuneration of all staff including the Executive Director;
Volunteers are well managed and supported.

The adherence with the principles and guidelines of the Code has enabled VCS to be more effective, transparent and accountable to its stakeholders. VCS aims to help members of the public understand VCS’ standard of governance and to make an informed decision with regard to the support they give in terms of time and monies.

VCS has an annual self-evaluation system to assess the performance and effectiveness of the management committee. The outcomes of the evaluation, including recommendations for improvement if any, are shared with the management committee and key management personnel. The committee assessed its compliance with the Code of Governance for the evaluation period from 1 January 2023 to 31 December 2023.The Management Committee confirmed that VCS has abided by its governance practices in accordance with VCS Board Governance Manual and the Code throughout the financial year 2023.

VCS is in the Advanced Tier based on the Code. In Financial Year 2023, VCS had complied with all requirements for the Advanced Tier. The annual returns, including the Governance Evaluation Checklist were filed with the Commissioner of Charities after the Annual General Meeting and made available on VCS’ website.

VCS’ Board Governance Manual

VCS’ Board Governance Manual is developed based on the nine Principles of the Code of Governance for Charities & Institutions of a Public Character. It is further supplemented by important matters that Board members should observe as found in the Charities Laws and Regulations and other directives and advisories published by the Charity Council as found in the Charity Portal. the Code, and includes the following areas:

Board and Board Committees

Board

VCS is governed by a volunteer Board known as the “Management Committee”. The terms “Management Committee” and “Board” are used interchangeably and refer to the same governing body of VCS.

The Board shall comprise of a President, a Vice-President, a Secretary, a Treasurer and Committee Members. The Board shall be elected at every alternate Annual General Meeting and follow a simple majority vote of the members.

VCS has an annual self-evaluation system to assess the performance and effectiveness of the Board. The outcomes of the evaluation, including recommendations for improvement if any, are shared with the Board members and key management personnel.

The term of office of the Board members is two years. The Treasurer may be re-elected to the same post for a maximum consecutive term of four (4) years and thereafter, he may be re-appointed after a lapse of at least two years. For the other Board members, the maximum term limit and their re-appointment will be in accordance with the provisions of the Code of Governance for Charities and Institutions of a Public Character.

To meet VCS’ changing needs in relation to skills, experience and diversity and also to ensure Board succession, the Board reviews the composition of its members at least annually to ensure that the Board collectively possesses suitable core skills and relevant sectoral knowledge. Board members should also possess personal attributes like integrity, mature confidence, high standards of excellence and commitment necessary to govern VCS effectively. The Appointment & Nomination Committee is responsible for collecting nominations for board members, assessing the candidates and finally recommending the choice candidate to the Board. Board candidates may initially be invited for service in committees or co-opted as Board member for one year. Retired Board members may continue to serve in committees.

Board Committees

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

Audit & Risk Committee

To assist the Management Committee in providing an oversight of risk management in the Society. In this regard. It will review the adequacy and effectiveness of the risk management system and internal controls.
To conduct periodic internal checks on key processes to ensure compliance with established procedures and to report to the Management Committee on the findings and recommendations for improvement.
To review the Care & Share Grant expenditure statement submitted to NCSS including ensuring that there are reasonable supporting documents to support each of the approved projects.
To oversee regulatory compliance and whistle blowing policy.
To report to the Management Committee of any financial irregularities, concerns and opportunities.
To liaise with auditors on any significant matters arising.

Programmes & Services Committee

To monitor outcomes of programmes and suggest improvements to staff, where appropriate, to ensure that our programmes remain relevant to the needs of the community.
To review the outcomes of the progressive implementation of the Family Service Framework, Clinical Supervision Framework, and key strategic initiatives.
To review proposals submitted by staff and consider if the proposed programmes meet the mission of the Society.

Human Resources Committee

To review and recommend to the Management Committee changes to its Human Resources policies.
To approve annual increments and bonus payments.
To approve hiring of senior personnel.
To conduct exit interviews on a need basis.
To act as a Grievance Board for only on formal written grievances against the executive director or when an employee formally appeals a decision by the Executive Director to the Management Committee.

Fundraising Committee

To establish a fundraising plan and organise flagship fund raising events on a need basis.
To identify and solicit funds from external sources of support.
To be responsible for involvement of all Management Committee members in fundraising, such as having Management Committee members themselves make some monetary contributions.
To monitor fundraising efforts to be sure that ethical practices are in place, that donors are acknowledged appropriately, and that fundraising efforts are cost-effective.
To ensure compliance with the 30% cap mentioned in Regulation 15(1) of the Charities Act, Cap 37 (Institutions of a Public Character) Regulations 2007

Appointment & Nomination Committee

To review composition of the Management Committee to ensure that there is an appropriate balance of the skills, knowledge and experience of the current Management Committee.
To take the lead in succession planning.
To identify potential candidates to join the Management Committee and explore their interest and availability.
To provide orientation to new Management Committee member.

Finance & Investment Committee

To review budgets initially prepared by staff, to help develop appropriate procedures for budget preparations, and on a consistency between the budget and the organisation’s plans.
To ensure regular and accurate monitoring and accountability for funds and report to the management committee on any financial irregularities and concerns.
To review and recommend financial guidelines to the Management Committee (such as to establish a reserve fund).
To work with staff to improve financial reports and ensure that reports are accurate and timely.
To recommend to the Management Committee any short- and long-term investments of its surplus funds.
To advise the accountant and other appropriate staff on financial priorities and related accounting matters.

Special Projects

To act as a sounding board to the staff on special projects in connection with VCS’ transformation journey.
To monitor progress and outcome of existing projects.
To review proposals (other than programmes and services) submitted by staff and recommend to the Management Committee if appropriate with VCS Transformation journey.

Digitalisation and Cybersecurity

To advise and assist the Board in matters related to digitalisation and cybersecurity, information technology (IT) strategy, implementation and related risks.
To provide guidance on the development of VCS’s Technology roadmap.
To provide oversight and guidance on IT and related investment.
To provide guidance on the policies for cybersecurity and data protection of personal identifiable information collected.
To provide guidance on technology trends and advocate for digital tools in consultation with the key management team of VCS.

Conflict of Interest

Board members and staff have an obligation to act in the best interests of VCS. VCS needs to avoid situations where there may be real, potential or perceived conflicts of interest, which may arise where a member’s personal or family interest conflicts with those of VCS.

VCS’ Conflict of Interest Policy is embedded in our Constitution. The policy requires Board and staff to observe and to declare real, potential or perceived conflicts of interest to the Board at the earliest opportunity. Where a potential conflict of interest arises, the Board member or staff concerned should not vote on the matter nor participate in discussions. He should also recuse himself from the meeting. The reason for how a final decision is made on the transaction or contract should be recorded.

The Board has established the “Conflict of Interest Declaration” policy and the “Conflict of Interest Notification” form. Board members, staff and volunteers are required to make a Conflict-of-Interest declaration upon joining VCS and on an annual basis. In addition, they are required to declare real, potential or perceived conflicts of interest to the Executive Director or the Board, at the earliest opportunity.

Declarations are required for related parties’ transactions. Any related party transaction will be reviewed at a stipulated interval and the outcome of the review be reported to the Board and documented.

Any appointment of staff who is a close member of the family of the current Board members or staff should undergo the established human resource procedures for recruitment, performance evaluation and remuneration.

Board members or staff should make a declaration of such relationships and not influence decisions made during these procedures.

Strategic Planning

The Board shall review and approve VCS’ vision and mission regularly, minimally once a year, to ensure that VCS stays relevant to its changing environment and needs. The Board shall ensure that VCS carries out its vision and mission in accordance with its Constitution and directs the activities of VCS towards fulfilling VCS’s purpose.

The Board shall approve a strategic plan for VCS to ensure that its operations are in line with its objectives. The Board should review the plan periodically and meet for a strategic meeting at least once a year. The Board shall approve an annual operations plan and budget aligned to VCS’ objectives and ensures that VCS has adequate, including but not limited to financial and human resources, to sustain VCS’ operations and programmes, and that such resources are effectively, efficiently, and prudently managed.

Programme Management

The Board shall ensure that VCS’ operations and programmes are directed towards achieving its objectives, mission, and vision. VCS should ensure that the outcomes of programmes are clearly defined and review their progress based on and established evaluation process to ensure their effectiveness and efficiency and alignment to VCS’ vision, mission, and objectives. Management staff shall report progress of programmes and identify key issues on a quarterly basis, which shall be discussed at the Board meetings. The Board shall approve new programmes and services before they are announced publicly and launched. The Board may consider establishing a committee comprising Board members and management staff to oversee the development of any major new programme or service.

Human Resource and Volunteer Management

VCS has established our Human Resource Policies that aim to attract, retain, and motivate staff who have suitable qualifications, experience and performance. VCS has established the Performance Management Framework, including and Individual Development Plan to regularly supervise and appraise staff, and to support their professional development. In setting the remuneration of staff, any performance-related element should be linked to fulfilling measurable and clearly defined targets in line with VCS’ objectives. Staff are not involved in setting their own remuneration.

It is VCS’ policy not to have paid staff on the Board. No management committee member is remunerated.

Board Members and staff and volunteers are expected to comply with the established Codes of Conduct that stipulate the values and expected behaviours.

VCS has established Volunteer Management Policies. Volunteers involved in the day-to-day operations of VCS shall comply with the Human Resource Policy for Staff. VCS Volunteer Management Policies guide the recruitment and selection of potential volunteers, programme matching based on volunteers’ interest and capabilities and VCS’ needs, and volunteer management. Potential volunteers would be interviewed and assessed for their suitability. VCS would provide the necessary information, training and resources for our volunteers to carry out the assigned tasks and duties effectively. Any feedback, complaints or grievance would be managed in accordance with VCS’ Feedback and Grievance procedures.

Financial Management and Internal Controls

The Board has established the VCS Financial Policies in respect of operational and financial controls for sound financial management and compliance with applicable laws and regulations, so as to ensure that its resources are used legitimately and can be accounted for. The policies include procedures and controls for procurement, receipting, payment, approval limits and other areas.

An annual financial budget covering VCS’ planned activities should be prepared for approval by the Board before the start of a new financial year. A mid-year review of the annual budget shall be done and significant variances from budget should be accounted for with explanations provided.

The Board shall ensure the long-term financial sustainability of VCS. It is VCS’ desire to build up its reserve of unrestricted funds to meet two years of operating expenditure and any surplus will be transferred to the Expendable Endowment Fund.

The Expendable Endowment was established to receive donations and transfer of any unrestricted funds in excess of 2 years of operating expenditure. The transfer of surpluses from unrestricted fund (after provisions for current needs) to the Fund requires Board approval. While the Fund is not intended to meet recurrent expenditure, when such occasion arises due to prolonged slow-down in the economy, the Board can approve the use of funds from the Fund for such purpose. While the capital is not available for general use, the capital, and the investment return from the Fund, subject to approval of the Board, can be used to launch or fund community projects and initiatives that VCS considers to be truly important and meaningful and can make a significant contribution to the community, in keeping with its mission.

VCS has also established designated funds for various specific purposes such as to help individuals with medical conditions or to support individuals or families where assistance is unavailable from existing funds including funding of children’s enrichment programmes. The Board ensures that these designated funds are used for their specific purposes only.

Fundraising Practices

The Board emphasises the importance of preserving the integrity and transparency of VCS in its fund-raising activities. All Board members involved in fund-raising should be familiar with the requirements in the Charities (Fund-Raising Appeals for Local and Foreign Charitable Purposes) Regulations 2012 or any other regulations.

The Board oversees and ensures accountability to donors and that funds are used in accordance with regulations or intentions as specified by donors.

It is VCS’ policy not to engage third party fundraisers in its fundraising initiatives. Where there are collaborative initiatives involving commercial fundraisers or use of third-party fundraisers, the involvement or use of third-party fundraisers, its rationale and fee arrangements should be submitted to the Board for deliberation and approval before commitment and disclosed to potential donors. Fundraising targets should be set based on VCS’ needs and disclosed to donors.

The total fund-raising expenses for each financial year should not exceed 30% of the total receipts from fund-raising and sponsorships for that financial year.

Disclosure and Transparency

VCS aims to be transparent and accountable in its operations and provide information about its mission, structure, programmes, activities and finances, as well as be responsive to requests for information. VCS will make available to its stakeholders, donors and public on its website an annual report that includes key information on its programmes, activities, audited accounts and compliance with the Code of Governance for Charities & Institutions of a Public Character.

Whistle-Blowing Policy

The VCS Board and staff are fully committed to conduct all its activities with integrity and the highest ethical standards whilst complying with applicable laws and regulations. VCS strongly believes that the actions and conduct of the Board and staff are essential to maintaining these standards. In line with this commitment, VCS has a Whistle-Blowing Policy to allow whistle-blowers to raise concerns over a breach of these standards, highlight incidents of malpractice or wrongdoings within VCS. This Policy applies to any suspected improprieties involving Board or staff of VCS. The Audit and Risk Committee reviews arrangements ensures arrangements are in place for the independent investigation of such matters and appropriate follow-up actions.

To whistle-blow in good faith and in the best interest of VCS, please email your concerns to audit@viriya.org.sg.

Please include details such as your concern(s), the person(s) involved, date and time of incident or any other information to substantiate the concern(s). To maintain accountability and transparency, you are encouraged to identify yourself and include your contact details. All information provided will be kept strictly confidential within our limits.

Public Image

VCS shall always maintain a positive and accurate image to its members, donors and the public, and represent the interest of its beneficiaries consistent with its vision and mission. One important aspect is compliance with all legal and regulatory requirements applicable to VCS.

The President shall be the designated spokespersons for VCS. In the absence of the President, the Vice President shall be the spokesperson. However, for specific matters, the Board may also designate another appropriate Board member or staff as the official spokesperson.

Use of VCS name and logos should be in accordance with VCS Branding Guidelines. The use and application of VCS’ name and logos by third parties should be approved by the President or Executive Director.

Sustained Excellence: Charity Transparency Award

VCS has been consistently recognised with the Charity Transparency Award since 2018. This recognition is a testament.