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Annual Report (Board Governance) 2019/2020

City Harvest Church (“CHC” or the “church”) is governed by the Church Constitution, approved by the Registry of Societies and has complied with the principles and code provisions set out in the Code of Governance for Charities and Institutions of Public Character issued by the Charity Council in April 2017.

CHC Management Board
The church and its subsidiaries are run by a group of individuals called the Board. Members of the Board are people elected based on the Church Constitution.

The Board is collectively responsible to ensure compliance with the Church Constitution and all relevant laws and regulations. The Board makes sure the charity is run well and operates responsibly so that the charity would continue to be effective, credible and sustainable.

The Board agrees with the Statement of Faith, core values, mission, strategy and vision of the Church. It believes in the vision of the Senior Pastor and his leadership whilst maintaining an appropriate level of objectivity and independent thought.

In CHC, the day-to-day operations and administration of the church is carried out in accordance to the church’s policies and strategies. As part of its role, the Board approves all budgets prior to the beginning of each financial year and monitors the expenditure against the approved budget at every Board meeting. It ensures that there are adequate resources for the operations and programmes of CHC and that such resources are effectively and efficiently managed.

Board Composition
The appointment and composition of the Board is in accordance to the CHC Constitution. All Board Members must be chosen and accepted on the basis of the Scriptural qualifications laid down in 1 Timothy 3 and Titus 1; and they must be Executive Members (“EMs”) of the church. Additionally, the Board comprises business leaders and professionals with diverse skills, experience and knowledge.

The current Board comprises three Executive Board Members, who are CHC staff and seven1 Non-Executive Board Members, who are non-staff. Ee Boon Kiat has requested to resign from the Board due to increased work commitments. The Board accepted his resignation, with effect from 31 December 2020.

President: Aries Santoso Zulkarnain
CHC Staff, Executive Pastor

Vice President: Bobby Chaw Ngin
CHC Staff, Executive Pastor, Missions Director
Principal, City Harvest School of Theology

Secretary: Vincent Ong Yin Tai2
Business Owner

Treasurer: Vincent Ong Yin Tai
Business Owner

Board Members:

Ho Yeow Sun
CHC Staff, CEO/Executive Pastor
Co-Founder of CHC
Founder of City Harvest Community Services Association

Lee Kiam Hiong
Business Owner
Cell Group Leader

Lee Tat Haur
Registered Architect, Board of Architects Singapore
Corporate Member, Singapore Institute of Architects
Principal Architect, TAt Architects
Adjunct teaching positions at various tertiary institutions such as National University of Singapore (Department of Architecture), local polytechnics, Nanyang Academy of Fine Arts etc.
Cell Group Leader

Keith Lim Siang Kee
Retired/Ex-Banking Professional
Cell Group Leader

Francis Seow Choen
Colorectal Surgeon, Seow-Choen Surgery
Formerly the Head and Senior Consultant, Department of Colorectal Surgery, SGH

Cindy Tan Lay Kuan
Business Owner
Registered Management Consultant (IMCS)
Cell Group Leader

Matthias Yeo
Business Owner
Board Director for O School
Board Advisor for SOPA Technologies
Board Advisor for Threat Mirror
Ex-President for Singapore Cyber Security Chapter
Cell Group Leader

How Are Board Members Chosen?
Throughout the year, the pastoral staff of the Church are constantly fielding suitable EMs to become Board members. Before each Annual General Meeting (“AGM”), the EMs are also invited to nominate EMs whom they feel are qualified to be a member of the Board. A Pastor or Board Member has to second the nomination before these names are submitted to the Appointment & Nomination Committee (“NC”) for review.

All nominations are reviewed by the NC. According to their expertise and experience, the nominated members may be invited to serve on various committees, or stand for election during the AGM to serve on the Board.

At the AGM, nominated Board Members are introduced to all the EMs. Each new Board Member is voted in on the basis of a vote by the majority present. This procedure is in compliance with the statutes laid out in the Church Constitution. Board Members serve on the Board as volunteers, and do not receive any form of monetary compensation for their services.

Each Board Member may serve up to a maximum term limit of 10 consecutive years, further re-appointment to the Board may be considered after a lapse of at least 2 years. An exception to the maximum term limit is made for the Executive Pastors as they provide the overall spiritual direction of the church. To ensure continuity, at least 50 percent of the Board should comprise Board Members from the previous year. To date, none of the Board Members have served more than 10 consecutive years.

Independence Of The Board
Each Board Member is expected to perform his/her duties responsibly and diligently. It is vital that they maintain independence and objectivity and exercise fairness, integrity and ethics in the execution of their duties. Each of them will be responsible for all decisions made on issues, policies and Board matters, in accordance to all the applicable laws, Charities Act and CHC’s Constitution.

Orientation and Training for Board Members
Each of the newly-appointed Board Members is given a formal appointment letter setting out their duties and obligations. They are also provided other materials relating to the Board and Board Committees, including the terms of reference of the various Board Committees as well as relevant guidelines and policies.

Newly-appointed Board Members undergo an induction programme to facilitate their understanding of the Group’s objectives, strategic plans, business affairs, operations and processes, including site visits, to ensure that they are familiar with the Group’s operations and governance practices. All Board Members attended a training on Corporate Governance to acquaint themselves with the general duties and required standards of care, skill and diligence in carrying out their functions and exercising their authority as Board Members.

Board Meetings
The Board conducts regular meetings and ad hoc meetings will be convened if there is a need to deliberate on urgent matters. Telephonic and email deliberations are conducted as well.

The Board is in frequent and regular communication with the regulatory authority; the Commissioner of Charities (“COC”). COC is kept informed through minutes of all Board meetings and quarterly management accounts of CHC, in addition to regular exchanges of emails and correspondence.

All Board Members participate actively in Board meetings and share their insights on issues and matters tabled. The Board engages with and provides guidance to the management in the development and execution of strategies, engagement of members and in the areas of business, strategies, operational issues and risk management. Board Members are provided regular updates on the church and charity developments and assessments of the Group’s performance.

In 2019/2020, the Board had 14 Board meetings and the attendance of each Board member is as follows:

Aries Zulkarnain 13/14
Bobby Chaw 14/14
Ee Boon Kiat 12/143
Vincent Ong 10/14
Ho Yeow Sun 11/14
Lee Kiam Hiong 14/14

Lee Tat Haur 14/14
Keith Lim 14/14
Francis Seow 11/14
Cindy Tan 14/14
Matthias Yeo 13/14

The Board is in frequent and regular communication with the regulatory authority; the Commissioner of Charities (“COC”). COC is kept informed through minutes of all Board meetings and quarterly management accounts of CHC, in addition to regular exchanges of emails and correspondence.

All Board Members participate actively in Board meetings and share their insights on issues and matters tabled. The Board engages with and provides guidance to the management in the development and execution of strategies, engagement of members and in the areas of business, strategies, operational issues and risk management. Board Members are provided regular updates on the church and charity developments and assessments of the Group’s performance.

Legal Advisors
The church’s legal advisors are Rajah & Tann Singapore LLP (“RT”) and Colin Ng & Partners LLP (“CNP”). The lawyers from RT and CNP are constantly updated and consulted on for compliance matters, laws, rules and regulations. The lawyers also enhance the Board’s awareness of good governance practices to enable them to carry out their statutory and fiduciary duties effectively.

The Board Members are encouraged to request for discussion, further explanations or briefings on any aspect of the Group’s operations or business issues from the management. The President will make the necessary arrangements for these meetings required by the Board Members. It is important to note that the President has no casting vote in Board Meetings.

Board Committees
The Board fulfils its roles together with the following Board Committees, each chaired by a Board member to assist in the discharge of its oversight functions. The seven Board Committees are:

  1. Appointment & Nomination Committee (“NC”)
  2. Audit Committee (“AC”)
  3. Building Committee (“BC”)
  4. Fund Raising Committee (“FRC”)
  5. Investment Committee (“IC”)
  6. Remuneration & Human Resource Committee (“HRC”)
  7. Programmes & Services Committee (“PSC”)

All committees have written terms of reference which were approved by the Board. The members of the Committees are approved by the Board, and all Board committees must be chaired by a Board member.

The Board Committees in 2019/2020 are:

Appointment & Nomination Committee
The Appointment & Nomination Committee (“NC”) comprises four Board Members:

  • Bobby Chaw, Chairman of the NC and Executive Board Member
  • Aries Zulkarnain, Member and Executive Board Member
  • Ho Yeow Sun, Member and Executive Board Member
  • Lee Kiam Hiong, Member and Non-Executive Board Member

The NC is responsible for the nomination of members to fill vacancies in the Board (as and when they arise) and the evaluation of the general effectiveness of the overall Board and the individual Board Members.

The NC reviewed the performance of Board members to prepare for Board renewal in March 2021. It reviewed the competencies, independence and time commitment of the Board members, and have invited nominees to serve on the Board and Board Committees as part of a succession plan, after assessing them for suitability.

Audit Committee
The Audit Committee (“AC”) comprises one Board Member and one Ministry Member (“MM”):

  • Lee Kiam Hiong, Chairman of the AC and Non-Executive Board Member
  • Boey San Fei, MM

The AC assists the Board in maintaining a high standard of governance, particularly in the areas of effective financial reporting and the adequacy of internal control systems of the Group. The AC keeps abreast of changes to accounting standards and issues which have a direct impact on the financial statements. It does so by regular communication with the management, the external and internal auditors.

Building Committee
The Building Committee (“BC”) comprises one Board Member and two EMs:

  • Lee Tat Haur, Chairman of the BC and Non-Executive Board Member
  • Asher Lum, EM
  • Rao Ziwei, EM

The BC performs an advisory role to the Board in the area of building compliance matters of the church, with the Board retaining the final authority to approve expenses.

Fund-Raising Committee
The Fund-Raising Committee (“FRC”) comprises three Board Members and one EM:

  • Aries Zulkarnain, Chairman of the FRC and Executive Board Member
  • Bobby Chaw, Executive Board Member
  • Ho Yeow Sun, Executive Board Member
  • Wu Yu Zhuang, EM

The FRC performs an advisory role to the Board in the area of fund-raising matters of the church, with the Board retaining the final authority to approve all fund-raising proposals.

The principal functions of the FRC are to:

  • Oversee the overall fund-raising activities, e.g. Building Fund campaign, soliciting donations to meet the demands of the Organization. Prioritizing and scheduling is determined by the FRC;
  • Ensuring that all fund-raising activities follow good practices, including but not restricted to those defined in the Code of Governance;
  • Conduct analyses to review the performance of the fund-raising activity; and
  • Give an account to church members of the usage of funds on a yearly basis.

Investment Committee
The Investment Committee (“IC”) comprises one Board Member:

  • Bobby Chaw, Chairman of the IC and Executive Board Member4

The IC performs an advisory role to the Board in the area of investments undertaken by the church, with the Board retaining the final authority to approve the investment plan. There is no new investment made by the church since the last tranche of SOF investment in 2010.

The principal functions of the IC are to:

  • Review and recommend revision, where necessary, to the investment policy of CHC, subject to the Board’s approval;
  • Provide periodic updates to the Board of the investment portfolio of the church on their performance and redemption status;
  • Recommend proposed actions for each investment in the investment portfolio; and
  • Ensure the compliance and disclosure of any investment transactions.

Membership in the Audit Committee and Investment Committee is mutually exclusive.

Remuneration & Human Resource Committee
The Remuneration & Human Resource Committee (“HRC”) comprises two Board Members and two EMs:

  • Keith Lim, Chairman of the HRC and Non-Executive Board Member
  • Vincent Ong, Non-Executive Board Member
  • Lim Teck Yong, EM
  • Carol Marsh, EM

None of the HRC members are CHC staff. No Executive Board Member or management personnel is involved in deciding his or her own remuneration. The HRC has adopted the operation model where it performs an advisory role to the Board, with the Board retaining the final authority to approve the remuneration packages of Senior Management personnel.

For the purpose of independence, since the term 2015/2016, the Board has empowered the HRC to propose and make decisions for remuneration and human resource matters. This is because 3 out of 10 Board Members are CHC staff, and 4 other Board Members have immediate family members who are CHC staff.

The principal functions of the HRC are to:

  • Guide the development, review and authorization of HR policies and procedures for Board approval;
  • Conduct annual reviews of all staff’s compensation and benefits including salaries and Annual Wage Supplement, or when necessary; and
  • Act as an alternative feedback channel for staff.

Programmes & Services Committee
The Programmes & Services Committee (“PSC”) comprises two Board Members and four EMs:

  • Ho Yeow Sun, Chairman of the PSC and Executive Board Member
  • Aries Zulkarnain, Executive Board Member
  • Nicholas Goh, EM
  • Mark Kwan, EM
  • Alicia Leo, EM
  • Cassandra Yeo, EM

The principal functions of the PSC are to:

  • Determine the events, programmes and services that are necessary to achieve the vision and objectives of the church as set out by its mission statement and/or other seasonal directives determined by the leadership of the church;
  • Guide the development of service delivery mechanisms; and
  • Evaluate the events, programmes and services (e.g. Big Days) to determine if they have met the mission and stated objectives of the church.

Policies In CHC

Conflict of Interest Policy
All Board Members and staff are required to declare any actual or potential conflict of interest situations annually.

Whistle Blowing Policy
The Board is committed to strong corporate governance and does not tolerate any statutory non-compliance or serious wrongdoing. To promote a culture of openness and accountability, the Board has put in place a Whistle-Blowing policy to establish a confidential avenue for reporting by employees or outside parties, without fear of any unfair treatment as a result of their report.

More information about the policy may be found in CHC’s website: chc.org.sg/whistle-blowing-policy.

Board Communication to all members
The Board is mindful of the importance and need to communicate with the church members. It endeavours to provide frequent dissemination of information and updates to CHC members.

All EMs receive the annual reports, financial statements, circulars and notices of the AGM. Notices are posted on the website of the church and dispatched to the EMs at least 14 business days before the meeting. The church encourages EMs to attend the AGMs to ensure a high level of accountability, also to ensure that EMs stay informed of the Group’s strategies and goals. The Board welcomes questions from EMs either formally or informally before or at the AGM.

The Board is taking steps to maintain open channels of communication with all church members by hosting special meetings regularly and by inviting all members to attend the AGM. Through these meetings, the Board is able to give members an update on the church’s finances, accounts, investments or any pertinent issues. Due to the limitations of holding a virtual AGM via video conferencing platform, the Board has decided not to invite Ordinary and Ministry Members to the AGM in March 2021.

The announcements of information with regards to the church are published through the website of the church, media releases, emails and social media channels.

The Board is working closely with the management to ensure compliance and governance in the administrative and pastoral departments. If there are any matters that a member would like to bring to the church management’s attention, they may send an email to management@chc.org.sg.

1 As of 31 Dec 2020, Ee Boon Kiat resigned from the Board.

2 As of 31 Dec 2020, Ee Boon Kiat resigned from the Board and Vincent Ong Yin Tai was appointed as interim Secretary.

3 As of 31 Dec 2020, Ee Boon Kiat resigned from the Board. Therefore, he did not attend the two Board meetings in 2021.

4 As of 31 Dec 2020, Ee Boon Kiat resigned from the Board and Bobby Chaw was appointed as interim Chairman of the IC.

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