CODE OF GOVERNANCE

PREAMBLE


The Singapore Institute of Directors (SID) is a company limited by guarantee, set up to be an association of directors and persons interested in directorship and corporate governance in Singapore.

SID recognises that it is accountable to its members as well as other stakeholders. In addition, as a body promoting excellence in governance practices, SID commits to practising the highest standards of good governance.

SID has therefore established this SID Code of Governance to articulate and communicate the governance standards and best practices that it wishes to uphold.

SID is a nonprofit organization focused on corporate governance practices of commercial companies (listed and private) as well as nonprofit organisations. The SID Code of Governance is drawn from the principles and guidelines contained in the Code of Corporate Governance issued by the Monetary Authority of Singapore and the Code of Governance for Charities issued by the Commissioner of Charities.

1. GOVERNING COUNCIL

General Principle: The Singapore Institute of Directors (SID) is governed by a volunteer Governing Council which is elected from among the members in accordance with its Memorandum and Articles of Association. As the highest policy and decision making body of the SID, the Council has the responsibility of ensuring that SID is governed and managed responsibly and prudently to ensure its effectiveness, credibility and sustainability.

1.1.    Role of Governing Council
The Council is responsible for directing the affairs of the Institute and the long term success of the Institute. The Council works with management to achieve this objective and management remains accountable to the Council. The Council shall also have the powers set out in the Institute’s Memorandum and Articles of Association (M&A).

1.2. Council Composition
There shall be a formal and transparent process for the election/appointment and re-election/re-appointment of members to the Council.

The Council’s composition, election or appointment, power, tenure and proceedings shall be in accordance with the Institute’s M&A. In addition to the requirements of the M&A, the Council should establish guidelines on tenures, qualifications and expectations of Council members and a process to ensure the continuing renewal of an effective Council.

1.3. Functioning of Council
The Council shall establish structures, policies, rules and processes by which it can function effectively to direct the affairs of the Institute.

The Council may establish Committees to assist in the execution of its duties and to oversee the programmes and activities of the Institute. Terms of Reference and guidelines for the functioning of these committees shall be drawn up.

All Council members shall exercise independent judgement and act in the best interests of the Institute. No individual or small group of individuals should or be allowed to dominate the Council’s decision making.

1.4. Council Service
Council members serve SID on a voluntary basis. A Council member will not receive any remuneration from the Institute for serving on the Council or for any other services rendered to the Institute.

This does not preclude employers of Council members from being appointed for paid services rendered to the SID. However, this should be generally avoided in the first instance and be subjected to proper rules of procurement and conflict of interest measures should it occur.  

1.5. Authorities & Delegation
SID shall draw up policies to define the various levels of authority (within the Council and management ranks) and the delegation of powers for all areas of functioning and operations of the SID.

1.6. Performance
The Council shall conduct an annual assessment of the effectiveness of the Council as a whole, its various committees, and the contribution by each Council member.  

2. DISCLOSURE AND TRANSPARENCY

General Principle: As SID is a membership body that promotes excellence in corporate governance, the Institute and the Council shall be exemplary in matters of corporate governance. SID shall be transparent in its affairs and provide proper disclosure of its structure, operations, programmes, activities, performance and finances to its members and the corporate community at large. Clear policies and procedures shall be set to declare, prevent and address conflicts of interest that could affect the integrity, fairness and accountability of SID.

2.1. Access to Information
In order to fulfill their responsibilities, Council members shall be provided with adequate and timely information prior to Council meetings and on an on-going basis so as to enable them to make informed decisions to discharge their duties and responsibilities

2.2. Conflicts of Interest
Council members and staff shall act in the best interests of the Institute. Clear policies and procedures shall be in place to prevent and address conflicts of interest.

All Council members and staff shall disclose to the Council their interests in all other organisations (including commercial, nonprofit and public sector organisations) in which they are directors or have control or have a substantial shareholding or monetary interest, when they are first appointed and whenever there are updates. Such disclosures shall be circulated to all Council members and any potential conflict of interests documented.

2.3. Related Party Transactions
Where Council members have:
(a)    personal interest in business transactions or contracts that the Institute may enter into; or
(b)    vested interest in other organisations that the Institute has dealings with or is considering entering into joint ventures; or
(c)    personal interest as its suppliers, service users, beneficiaries;

these shall be reported to the Council and properly managed as required by its policies and procedures.

3. STRATEGY IMPLEMENTATION

General Principle: SID is set up to accomplish the objectives set out in its M&A for the benefit of the corporate community in Singapore. The mission and vision of SID shall be clearly articulated and the strategies and actions carefully thought out, planned and implemented.

3.1. Vision & Mission
The Council shall review its mission and vision periodically to ensure their relevance to the changing environment and needs.

3.2. Strategic Planning
The Council shall define and approve the intermediate and long-term plans of the Institute, and clearly document and communicate them to its stakeholders. The Council shall review these plans at least once in each Council term to ensure their relevance to the changing environment and needs.

3.3. Programme Management
The Institute shall ensure that its operations and programmes are directed towards the stated plans, mission and vision. It shall ensure that the objectives of each programme are clearly defined.

The Council shall regularly review and be updated on the progress of the Institute’s plans, programmes and services.

4. HUMAN RESOURCE MANAGEMENT

General Principle: Human resources are a critical asset of SID. A pool of paid staff and volunteers from the corporate community define and implement its plans, manage its operations and deliver its programmes. Appropriate human resource policies shall be put in place for each of these groups of resources.

4.1 Human Resource Policy
The Institute shall have policies in place for the staff who manage its operations and programmes. The Institute shall ensure that a Human Resource Manual that contains relevant human resource policies and procedures as approved by the Council is developed and maintained.

4.2. Recruitment
The Institute shall aim to attract and retain suitable staff with the appropriate type and level of qualifications, experience and motivation.

The appointment of the Executive Director shall be approved by the Council and that of the senior staff by the Chairman.

An orientation program shall be conducted for new staff.

4.3. Remuneration
There shall be  formal and transparent policies and procedures for reviewing, and deciding on remuneration packages, salary increments, bonuses and all other benefits  of the Executive Director and staff.

The level and structure of remuneration shall be aligned with the long-term interest of the Institute. The remuneration should be appropriate to attract, retain and motivate the Executive Director and the secretariat to properly manage the Institute, as well as reflect the nonprofit nature of the Institute.

No staff shall be involved in setting his or her own remuneration.

4.4. Staff Evaluation
The Council shall ensure that a fair and transparent system is set up for the regular supervision, appraisal and personal development of the Executive Director and other staff.

Annual and other regular reviews covering performance and staff developmental needs should be conducted for all staff.

4.5. Volunteer Management
SID shall have policies focused on managing volunteers who serve on its committees and participate in its programmes.

4.6. Expenses & Travel
Reimbursements policies and procedures shall be prescribed in the Finance Guidelines.

5. FINANCIAL MANAGEMENT

General Principle: As an organization that provides services for the good of its members and the corporate community, and having membership subscriptions, corporate sponsorships and grants as its sources of income, SID shall establish sound financial management and regulatory compliance practices to ensure accountability and legitimacy in the use of its resources.

5.1. Budget Planning and Monitoring
The Council shall approve an annual budget appropriate for the corporate plan and programmes of the Institute and review regularly its annual budget performance to avoid or minimize operating deficits on a sustained basis.

Financial statements with comparative budget figures shall be presented to Council meetings, with analysis and explanations for major variations, if any, for Council discussion and adoption.

5.2. Audit
The Council should establish an Audit Committee with written terms of reference which clearly set out its authority and duties. An external auditor shall be appointed.

5.3. Internal Controls
The Council is responsible for the governance of risk and controls. The Council should ensure that Management maintains a sound system of risk management and internal controls to safeguard members’ interests and the Institute’s assets, and should determine the nature and extent of the significant risks which the Council is willing to take in achieving its strategic objectives.

5.4. Fundraising
The Institute should ensure that its fundraising activities are transparent and ethical. It should account to its sponsors and donors on what, how and when the funds would be used. The Institute should also be prudent in engaging third party fundraisers.

6. STAKEHOLDER COMMUNICATIONS

General Principle: SID provides important services to its members and the corporate community. It therefore needs to communicate its mission, programmes and activities, and performance to key stakeholders and respond readily to requests for information.

6.1. Public Image
The Institute shall endeavor to continually enhance its image in line with its positioning and objectives.

6.2. Communications with Media
The Council shall ensure that there are procedures relating to releasing information about the Institute and its activities to the media, its stakeholders and the public.

The Council designates the Chairman, Vice-Chairmen and the Executive Director as the official spokespersons for the Institute. However, for specific matters, the Council may designate the appropriate Council member or staff as the official spokesperson.

6.3. Communications with Members
The Institute shall ensure that it promotes regular and effective communication with its members.

7. CODE OF CONDUCT

General Principle: SID members shall function as corporate directors with integrity and care in the interest of their corporations. SID Council members additionally shall act in the best interest of the Institute.

7.1. SID Members
SID Members serve as directors in companies and organisations. All individual members need to conduct themselves with integrity, competence and accountability in the discharge of their duties.

A Code of Conduct for SID Members shall be developed and periodically reviewed and updated to define the standard of conduct expected of Members.

7.2. SID Council Members
SID Council Members owe a duty of care to the Institute.

A document setting out the expectations of SID Council & Committee Members shall be developed and periodically reviewed and updated to define the conduct and contributions expected of Council Members.

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