BOARD GOVERNANCE REPORT 2018
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 Institution of Public Character 2011 (the “CG Code”) issued by the Charity Council on January 19, 2011.
CHC MANAGEMENT BOARD
The Board’s role is to oversee the business, financial performance and operational matters of the church and its subsidiaries (the “Group”). It provides strategic direction and oversight of CHC’s operations and administration functions and goals.
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.
In CHC, the day-to-day operations and administration of the church is carried out in accordance to the policies and strategies determined by the Board. Hence, in this respect, the management is accountable to the Board.
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 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 eight Non-Executive Board Members, who are non-staff:
President: Aries Santoso Zulkarnain
CHC Staff, Executive Pastor, overseeing seven zones in the Main Congregation
Vice President: Bobby Chaw Ngin
CHC Staff, Executive Pastor, Missions Director
Dean of Students, City Harvest School of Theology
Secretary: Ee Boon Kiat
Lay Pastoral Supervisor
Treasurer: Vincent Ong Yin Tai
General Manager, International MNC
Cell Group Leader
Rick Chan Hock Leong
Partner and Head of Audit, International Public Accounting firm
More than 20 years of experience in International Public Accounting firms
Fellow member, The Chartered Association of Certified Accountants (FCCA)
Practicing member, The Institute of Singapore Chartered Accountants (ISCA)
Senior QA Reviewer of the QA Review Panel, QA Reviewer Programme
Member, Membership Committee of ISCA
Member of Complaints and Disciplinary Panel, Accounting and Corporate Regulatory Authority of Singapore (ACRA)
Ho Yeow Sun
CHC Staff, Executive Director/Executive Pastor, overseeing 18 zones in the English Church
Co-Founder of CHC
Founder of City Harvest Community Services Association
Lee Kiam Hiong
Cell Group Leader
Lee Tat Haur
Registered Architect, Board of Architects Singapore
Corporate Member, Singapore Institute of Architects
Adjunct teaching positions at various tertiary institutions such as National University of Singapore (Department of Architecture), Temasek Polytechnic (School of Design) etc.
Head, Japanese Fellowships
Keith Lim Siang Kee
Senior Vice President, Consumer Banking Group - Regional Customer Experience of a bank
Cell Group Leader
Cindy Tan Lay Kuan
Registered Management Consultant (IMCS)
Cell Group Leader
Francis Seow Choen
Colorectal Surgeon, Mount Elizabeth Hospital
Formerly the Head and Senior Consultant, Department of Colorectal Surgery, SGH
HOW ARE BOARD MEMBERS CHOSEN?
Throughout the year, the pastoral staff of the Church are constantly fielding suitable Executive Members (“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 for review.
All nominations are reviewed by the Appointment & Nomination Committee. 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 Management 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 eight consecutive years, further re-appointment to the Board may be considered after a lapse of at least one year. However, at any one time, 50 percent of the Board should comprise Board Members from the previous year to ensure continuity.
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.
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.
The church’s legal advisors are Rajah & Tann Singapore LLP (“RT”) and JLC Advisors LLP (“JLC”). The lawyers from RT 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.
JLC advises the Board on the civil claim against AMAC Capital and/ or Chew Eng Han.
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.
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:
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.
Each Board Member’s membership in the Board Committees is set out as follows in 2017/2018:
|Board Member||Board Membership||NC||AC||BC||FRC||IC||HRC||PSC|
Executive Board Member
Executive Board Member
|Ee Boon Kiat||Secretary/ Non-Executive
|Vincent Ong||Treasurer/ Non-Executive
|Ho Yeow Sun||Executive
|Lee Kiam Hiong||Non-Executive
|Lee Tat Haur||Non-Executive
Appointment & Nomination Committee
The Appointment & Nomination Committee (“NC”) comprises five Board Members:
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 May 2018. 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. The committee met once during the year.
The Audit Committee (“AC”) comprises one Board Member and two Executive Members:
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.
During the year, the AC held three meetings. It reviewed and approved the overall scope of the external audit and reviewed the audit plans, findings and recommendations submitted by them.
The Building Committee (“BC”) comprises one Board Member and two Executive Members:
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.
The Fund-Raising Committee (“FRC”) comprises three Board Members and one Executive Member:
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:
The Investment Committee (“IC”) comprises one Board Member:
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:
Membership in the Audit Committee and Investment Committee is mutually exclusive.
Remuneration & Human Resource Committee
The Remuneration & Human Resource Committee (“HRC”) comprises three Board Members and two Executive Members:
None of the HRC members are staff of CHC. 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 three out of eleven Board Members are staff of CHC, and five other Board Members have immediate family members who are staff of CHC.
The principal functions of the HRC are to:
Programmes and Services Committee
The Programmes and Services Committee (“PSC”) comprises two Board Members and four Executive Members:
The principal functions of the PSC are to:
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 Executive Members (“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 are able to give members an update on the church’s finances, accounts, investments or any pertinent issues.
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 email@example.com.