Corporate Governance

The Board of Directors of HealthServe (the Board) recognises that good governance (establishing and maintaining a governance framework and processes concerned with managing the overall direction, effectiveness, supervision, risk management and accountability) is critical in ensuring that HealthServe is effective, transparent, sustainable and accountable to all stakeholders. In this regard, the Board and Management have been working towards establishing good practices that are in compliance with the recommendations of the Code of Governance for Charities and Institutions of Public Character issued by the Charity Council (April 2017) (the Code) as are applicable to HealthServe.

This report highlights the Corporate Governance practices that are in place during the Financial Year ending 31 December 2021 (FY 2021). We are pleased to report that HealthServe has complied with the recommendations in the Code in all material respects. We have completed and submitted the Governance Evaluation Checklist (GEC) for FY 2021. Details on HealthServe’s GEC compliance and other financial information are also available for viewing by members of the public on the Charity Portal.

BOARD GOVERNANCE

Composition of the Board and Board Independence

  1. Independence
    The Board is comprised of ten (10) members* (Directors) who are all independent; there are no staff members on the Board. None of the Directors is related to any staff member. The Directors do not receive any remuneration for their services as Directors.
    All Directors are required to make a declaration of their independence and any potential or actual conflict of interest at least annually, and also on an ad-hoc basis during the rest of the year, as required. The Constitution of HealthServe has clear procedures for directors’ conduct where a potential conflict of interest may arise.
  2. Skills Set and Diversity
    The Directors are individuals with leadership experiences in businesses, philanthropy, academia, pastoral field and professional practices. The Board collectively has a broad diversity of expertise and experience including, but not limited to, accounting, finance, fundraising, legal, medical and business management. There is also gender diversity on the Board. With the completion of the recent Board renewal in FY 2021, five out of the 10 directors (including the Chairperson) are female. Detailed information on each of the Directors is available here.

*Excluding Mr Eugene Seow, who joined the Board of Directors on 31 Dec 2021

BOARD RENEWAL (SELECTION AND RECRUITMENT)

Each Director is appointed for a term of three years. The Nominating and Human Resource Committee is tasked with identifying and nominating suitable candidates for directorship or Board committee memberships according to the needs of the organisation.

The Board is conscious of the need for Board renewal from time to time and has been working on this continually and systematically to ensure that transition is smooth and without disruption. There is no Board member who has served on the Board for more than 10 years.

In FY 2021, we completed our well-planned Board renewal process with the retirement of Mr Chan Kum Kit and Mr Matthew Saw, who have both served on the Board for more than eight years, on 31 December 2021. The Board expresses its heartfelt thanks to Kum Kit and Matthew for their services and contributions to HealthServe. The Board has welcomed a new member, Mr Eugene Seow, with effect from 1 January 2022.

BOARD PERFORMANCE

  1. Induction of New Directors
    HealthServe has in place a comprehensive induction and orientation programme for all new Board members. 
  2. Continuing Training
    Board members are also encouraged to undergo continual training as directors through the various courses and webinars that are conducted by NCSS, NVPC, MCCY, Singapore Institute of Directors and other relevant organisations. In FY 2021, five out of the 10 directors (including the Chairperson) completed a 14-hour Crisis Helpline training jointly provided by HealthServe and the Samaritans of Singapore.
  3. Code of Conduct
    HealthServe has implemented a Code of Conduct for its Board members which is strictly adhered to by all Directors and Board Committee members who are not Board members.
  4. Strategic Planning
    The Board holds strategic planning sessions regularly with Management to review and set strategic directions for the organisation, to ensure that HealthServe’s programmes, services and activities are in line with its objectives. There was a strategic review session completed in 2021.
  5. Reserved Matters
    In the various policies that are in place and in the constitution of HealthServe, there are critical matters that cannot be undertaken by Management without the approval of the Board, and these include undertaking obligations above certain financial thresholds, undertaking new businesses and critical communications on behalf of HealthServe.
  6. Board Evaluation
    The Board has in place a Self Evaluation process which is led by the Chairman. Conducted on an annual basis, the exercise serves to assess the Board’s performance and effectiveness, from its composition to procedures and accountability. All Board members completed the exercise in 2021.
  7. Directors’ Attendance at Board and Board Committee Meetings
    There are at least four Board meetings a year (once a quarter) and ad hoc meetings are held from time to time when the need arises. Board meetings were well attended and there is a 100% attendance for all Board meetings in FY 2021. Board Committee meetings are held in accordance with the Terms of Reference of each Committee. Each Director sits on at least one of the Board Committees and actively participates in all Board meetings. Information on the participation of Board members in the various Committees are set out below. Directors who are unable to attend meetings in person are able to participate through video/audio/tele-conferencing.

Board Meeting Attendance

   

Directors

Number of Meetings

Attendance

Chan Chia Lin

5

5

Dr Jeremy Lim Fung Yen

5

5

Chan Kum Kit

5

5

Dr Calvin Chong Peng Choon

5

5

Dr Chan Lai Gwen

5

5

Serene Chee

5

5

Choy Peng Wah

5

5

Gail Lien

5

5

Susan Kong Yim Pui

5

5

Matthew Saw Seang Kuan

5

4

 

Board Sub-Committee Meeting Attendance

   

Audit Committee

Directors/ Members

Number of Meetings

Attendance

Susan Kong 

4

4

Lee Yuit Chieng

4

4

Choy Peng Wah

4

4

   

Finance Committee

Directors/ Members

Number of Meetings

Attendance

Chan Kum Kit 

4

4

Serene Chee 

4

4

Gail Lien

4

4

   

Fundraising and Engagement Committee

Directors/ Members

Number of Meetings

Attendance

Choy Peng Wah

2

2

Serene Chee

2

2

Darren Tay

2

2

Gopi Mirchandani

2

1

Chandrima Das

2

1

   

Nominating and Human Resource Committee

Directors/ Members

Number of Meetings

Attendance

Chan Chia Lin 

2

2

Dr Jeremy Lim 

2

2

Janelle Tan

2

2

Janet Koh

2

2

   

Medical Services Committee

Directors/ Members

Number of Meetings

Attendance

Dr Jeremy Lim 

1

1

Dr Gan Wee Hoe

1

1

Dr Tan Thong Kwan, Benjamin

1

1

Dr Yeo Cheng Hsun Jonathan 

1

1

Dr Shawn Vasoo

1

1

Dr Yoong Su-Yin, Joanne

1

1

   

Services Committee

Directors/ Members

Number of Meetings

Attendance

Dr Calvin Chong 

4

4

Gail Lien

4

4

Matthew Saw

4

4

Long Chey May

4

4

   

Mental Health Advisory Panel

Directors/ Members

Number of Meetings

Attendance

Dr Jeremy Lim

1

1

Dr Chan Lai Gwen

1

1

Dr Donna Lim

1

1

Mok Yee Ming 

1

1

Mythily Subramaniam

1

1

  1. Delegation By Board
    To assist the Board in the detailed consideration and provide more targeted oversight of various aspects of the operations of the organisation and to facilitate more efficient decision making, seven Board committees were formed namely, the Finance Committee (“FC”), the Audit Committee (“AC”), the Nominating and Human Resource Committee (“NHRC”), the Medical Services Committee (“MSC”) , the Services Committee (“SC”), the Fundraising and Engagement Committee (“FEC”), and the Mental Health Advisory Panel (“MHAP”).

    Each of the Committees is chaired by a Board member and includes other Board members and co-opted members who have the relevant expertise in the matters covered by the respective Committees. The appointment of Board Committee members is approved by the Board. The Board is governed by its own Terms of Reference. Each Committee has a clear set of Terms of Reference which has been approved by the Board, and available at the end of this report.

    Although the Board Committees are empowered to make their own decisions, the Board is ultimately responsible for all decisions made by the Board Committees.

FINANCE COMMITTEE

A key aspect of the financial governance of HealthServe lies in the work of the Finance Committee which has oversight of all financial matters of the organisation including budget planning and monitoring, financial reporting and disclosure and financial management and controls. The Finance Committee also provides guidance to both the Board and the management team on the finance policies to ensure appropriate operational and accounting practices are established.

AUDIT COMMITTEE

The Audit Committee assists the Board in providing oversight of HealthServe’s financial and risk governance by:

  1. Ensuring there is a Risk Management Framework in place and having oversight on the Company’s compliance with the framework.
  2. Working with external auditors to identify potential concerns in HealthServe’s statutory audit and internal controls; and report any irregularities and concerns to the Board. In this regard, the Audit Committee meets with the external auditors at least once a year without the presence of Management.
  3. Ensuring that reviews are conducted regularly on the Company’s internal controls.

RISK MANAGEMENT AND INTERNAL CONTROLS

Review of Internal Controls
To further strengthen governance as part of its regular review of internal controls, HealthServe had engaged external consultants to review and refine its written policies and Standard Operating Procedures (SOPs) to ensure the incorporation of updated best practices. This internal review project has been largely completed in 2021 with a small component being completed in April 2022. Following the refinement of policies and SOPs based on the recommendations, the management team will continue to monitor and evaluate the workings of these policies and SOPs.

Risk Management
Under the Risk Management Framework approved by the Audit Committee, the management team identifies key risks and their respective ownership (at executive and functional levels) and presents them annually to the Audit Committee and the Board. As part of the risk management process, all operating units are required to monitor and refresh their risk inventories, conduct risk prioritisation exercises, identify key and emerging risks and develop the requisite risk controls and risk treatment action plans. This is undertaken and reviewed continually and reported to the Audit Committee and the Board on a quarterly basis. In 2021, most of the risk incidents identified have been satisfactorily resolved with appropriate mitigation actions.

ADDITIONAL MEASURES TO ENHANCE CORPORATE GOVERNANCE

HealthServe has put in place various additional measures to enhance governance, and below are some of the highlights:

FINANCE POLICY AND PROCEDURES

The Finance Committee works with the management team to ensure compliance with the organisation’s financial policies and procedures.

The Finance Committee reviews:

  1. The annual budget with the Board Chairman before it is submitted to the Board for approval
  2. The monthly and quarterly financial reports to monitor actual spending against budget
  3. The annual financial statements prepared by appointed external auditors
  4. And recommends investments for the Board’s approval.

The Finance Policy which has been approved by the Board sets out:

  1. A clear approval matrix for procurement and payments
  2. Budgeting guidelines for annual projected income and expenditure
  3. Guidelines for investments of cash and reserves
  4. Policies for anti-money laundering and anti-terrorism financing
  5. Accounting guidelines for donations and donations-in-kind
  6. Income and receipt management guidelines.

HealthServe has strict documented procedures and protocols to account for all incoming monies and donations; and effectively monitors the prudent utilisation of these resources.

RESERVES POLICY

The reserves that HealthServe has set aside provide financial stability and the means for the development of the organisation’s work. In FY 2021, HealthServe met its reserves policy target of a minimum of two years of operating expenditure.

HealthServe has accounts with the following financial institutions: CIMB Bank Berhad, DBS, Fullerton Fund Management, HL Bank, SCB and UOB. Besides the auditor Lo Hock Ling & Co., HealthServe has no bankers, lawyers, other auditors, investment advisers or any other advisers.

CONFLICT OF INTEREST POLICY

There is a clear Conflict of Interest Policy that mandates that no staff or Board Director may engage in any external interest or business that may undermine or conflict with the organisation’s overall welfare. Annual declaration of interests by Board members, members of key management personnel, and all staff personnel is required in writing. When a situation arises where there is a conflict of interest, the Director or staff shall abstain from participating in the discussion, decision making and voting on the matter. The charity does not have any paid staff who is a close member of the family belonging to the Executive Head or a governing board member of the charity during the financial year.

WHISTLEBLOWING POLICY

HealthServe promotes an open and transparent culture and is committed to the highest standards of integrity and professional conduct. HealthServe’s whistleblowing policy aims to provide an avenue for employees and external parties to raise concerns relating to any aspect of the organisation’s operations, including potential breaches of the Code of Conduct by employees. HealthServe treats such reports with strict confidentiality. The policy also serves to protect employees from any potential negative consequences for reporting their concerns. Should any party come across possible corporate or employee improprieties, they are encouraged to write in to [email protected] immediately and in good faith.

PRIVACY POLICY

As HealthServe’s principal activity is the provision of medical services to its beneficiaries, it is crucial that the privacy of its beneficiaries’ personal data is safeguarded. HealthServe is committed to treating all essential personal data collected with strict confidentiality and to ensuring that it is protected and managed in accordance with relevant data protection laws of Singapore, international good practices and individuals’ rights. Since 2014, HealthServe has complied with requirements listed under the Personal Data Protection Act, with the appointment of Data Protection Officers who are supported by a Data Protection Team. In FY 2021, HealthServe appointed an external consultant to conduct a thorough review, assessment and update of the PDPA policy. The review found no breaches and the recommendations have been updated in its PDPA Policy. All employees undergo an annual online training and assessment programme created by Personal Data Protection Commission (PDPC) of Singapore, and all members of the Data Protection Team had also completed the Fundamentals in Personal Data Protection (2020) course. Reviews and assessments continue to be undertaken on a regular basis.

FUNDRAISING PRACTICES

HealthServe’s main source of financial support are donations from foundations, churches and corporations as well as individual donors. The organisation is committed to ensuring that all fundraising activities are carried out ethically and in line with Singapore’s fundraising laws. Its Donor and Fundraising policy sets out the organisation’s position, principles and practices on fundraising and data transparency, ensuring accountability to all stakeholders including the public. The Fundraising & Engagement Committee has oversight of all fundraising matters and provides guidance to both the Board and the management team on the policy to ensure appropriate operational and accounting practices are established.

PROGRAMME MANAGEMENT

The key activities of HealthServe in the provision of medical services and mental health services to its beneficiaries demand a high level of specialist advice and guidance in the structuring, organisation and operation of these services. In this regard, management has the guidance of a panel of highly qualified professionals in the Medical Services Committee as well as the Mental Health Advisory Panel (MHAP). Tasked to promote the development of clinical practice standards and benchmarking in the domains of mental health and psychosocial needs, the MHAP continues to guide the Board and the management team in reviewing related programmes, services and research in HealthServe.

CODE OF CONDUCT FOR STAFF AND VOLUNTEERS

HealthServe’s operations and services are supported by a lean core team and hundreds of volunteers every year. A key aspect of HealthServe’s work lies in ensuring effective volunteer management and governance. Prior to engaging beneficiaries, all staff and volunteers of HealthServe are required to undergo onboarding and relevant training, and also agree and adhere to a Code of Conduct which sets out the principles, values and behaviours expected of them. In FY 2021, there were 10 new staff members onboarded who received orientation which included a briefing of the Code of Conduct. The Code of Conduct is made available online to all staff and volunteers. It is regularly reviewed and managed by HealthServe’s management team.

PUBLIC IMAGE

The public image and reputation of an Institution of a Public Character is critical to reflect the values and integrity of the organisation in order to instill confidence and peace of mind amongst its stakeholders. Aimed at safeguarding HealthServe’s brand and reputation, HealthServe has in place a Communications & Media Policy for all members, which sets out principles and guidelines related to external and internal communications. This is regularly reviewed and enhanced to ensure the policy’s relevance in line with the evolving media landscape.

REMUNERATION DECLARATIONS

The charity discloses that during FY 2021, there were three staff whose annual remuneration was within the band of $100,000 and $200,000; there was no staff whose annual remuneration exceeded $200,000. In FY 2021, there were no paid staff who was a close member of the family of the Executive h\Head or Board members. The process for setting remuneration of key staff is determined by the NHRC and approved by the Board. No staff is involved in setting their own remuneration.

1     Introduction

  1.1   To determine the vision and mission of HealthServe and to oversee the effective functioning and governance of the organisation. The organisation is grounded on Christian values and seeks to give practical expression to the healing ministry of Christ.

2     Principal Responsibilities

2.1   To determine and periodically review HealthServe’s vision and mission.

2.2   To regularly review and approve strategic work plans and their outcomes relating to services provided by HealthServe, taking into account the landscape and needs of the migrant worker sector.

2.3   To ensure that there is sound management of HealthServe’s finances.

2.4   To ensure that HealthServe is properly resourced and organized.

2.5   To ensure that there are systems, procedures and appropriate checks and balance in place to ensure that HealthServe operates in compliance with governing laws and regulations.

2.6   To approve the annual budget and workplan for HealthServe.

2.7   To approve policies governing the operations of HealthServe’s work.

2.8   To delegate the day to day running of HealthServe to the Executive Director, who shall be assisted by the management team.

2.9   To oversee the performance evaluation of the Executive Director and the management team and to ensure succession planning of the Board, the Executive Director and the management team.

2.10 To constitute board committees which it deems necessarily for the different areas of HealthServe’s work. The Board shall ensure that all Board Committees have documented terms of reference in place to oversee their areas of governance and operations

3     Composition

3.1   The Board shall comprise at least 5 members, who have diversified and relevant skill sets for the proper governance of HealthServe.

3.2   The members of the Board shall be appointed for a term of three years. The terms of all Board members should be staggered so that approximately one third of the Board members shall retire from office each year. Board members may be reappointed with the approval of the Board.

3.3   A Board member may serve for a maximum of three consecutive terms, in line with the 10-year limit laid out in the Charity Council’s Code of Governance. There should be strong reasons for the extension of a board member’s service beyond 10 years, and the extension has to be approved by the Board.

4     Board Meetings

4.1   The Board shall meet at least four times a year. Any Board director can convene a meeting by serving at least 14 days’ notice on HealthServe through its secretary and every member of the Board.

4.2   The quorum at a meeting of the Board shall be 50% of Board members.

4.3   Decisions of the Board shall be made by consensus, where possible. Failing such consensus, issues shall be decided by a majority of votes cast by the Board members present, with the Chairperson of the Board having the casting vote in the event of equality of votes.

4.4   In consultation with the Chairperson of the Board, the Board Secretary shall be responsible for circulating the agenda and papers to all Board members, ideally at least a week before a meeting.

4.5   Proceedings and decisions of the Board meetings should be recorded and the minutes circulated to all Board members as soon as practicable.

4.6   The Board minutes shall be presented for approval at each subsequent Board meeting.

4.7   A resolution in writing signed by at least half of the members of the Board for the time being shall be as effective as a resolution passed at a meeting of the Board duly convened and held, and may consist of several documents in the like form each signed by one or more of the Board members.

4.8   Matters approved by the Board by circulation should be recorded and tabled at the next Board meeting for information.

1     Introduction

The Audit Committee (AC) shall be a committee established by the Board of Directors (Board) amenable to the Board.

2     Role and Responsibilities of the AC

2.1    Overseeing financial reporting

(a)   Review the financial reporting and disclosure process and monitor the choice of accounting policies and principles.

(b)   Meet with the internal auditors and the external auditors, in each case, without the presence of Management, at least annually.

(c)   Assess the accuracy, completeness, and consistency of financial information (including interim reports) before submission to the Board for approval.

2.2   Overseeing external audit processes

(a)   In connection with the terms of engagement to the external auditors, make recommendations to the Board on selection, appointment, re-appointment, removal and resignation of the external auditors, and the audit fees, having regard to the independence and objectivity of the external auditors annually.

(b)   To review audit plans and reports of external auditors and internal auditors (where relevant) and consider the effectiveness of the actions taken by management on the auditor’s recommendations.

(c)   Assess and discuss with the external auditors to provide assurance of reliability of financial reporting, safeguarding of assets and compliance with relevant laws and regulations.

2.3     Internal Control and Internal Audit

To consider and review Company’s system of internal control, including operational, compliance controls, business and financial risks management policies and systems, and to ensure that a review of the effectiveness of the same is conducted periodically as may be appropriate.

2.4     Enterprise Risk Management

(a)   To review and approve the Company’s risk management framework and ensure that management has put in place mechanisms and/or undertaken approach to ensure that risks associated with the key processes of the Company are adequately identified and addressed.
(b)   To oversee periodic reviews to be conducted by management of key processes to ensure compliance with the established procedures, and to report to the Board on the findings and recommendations for improvements, where necessary.
(c)   To make recommendations to the Board on areas of improvement and ensure that periodic reports are made to the Board by the management on its risk management action plans.
(d)   Oversight of regulatory compliance.

2.5     Fraud/ Irregularity/ Investigation

(a)   To review and discuss with the external auditors, any suspected fraud or irregularity, or suspected infringement of any law, rules or regulations, which has or is likely to have a material impact on the Company’s operating results or financial position, and Management’s response.

(b)   To review whistleblowing policy and ensure that a channel is established by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters and ensure that formal procedures are in place for the independent investigations of such matters and for appropriate follow up actions.

2.6     Other Matters

(a)   To undertake such other reviews and projects as may be requested by the Board.

(b)   To undertake such other functions and duties as may be required by statute and by such amendments made thereto from time to time.

3     Composition

3.1   The AC shall comprise not less than three members appointed by the Board, including the Chairperson who shall be a Board member, provided that the Treasurer or the Finance Committee chairperson shall not concurrently chair the AC.

3.2   The AC may co-opt additional members who shall be persons with special knowledge or background which will aid in the work of the AC provided that the number of co-opted members shall not exceed the number of members appointed by the Board.

3.3   Members of the Committee shall be appointed for a period of three (3) years; except that where a Member is a Board Director, his term of appointment shall be co-terminus with his term on the Board.

3.4   The appointment of members may be renewed upon expiry of the period of (3) years.

4     Administration

4.1   Meetings

(a)   Meetings shall be held at least two (2) times a year Additional meetings may be convened when necessary.

(b)   The external auditors may request a meeting if they consider that a meeting is necessary.
(c)   The Committee shall have full discretion to invite any Director or Management to attend its meetings.

(d)   A staff from the Company shall be the Secretary of the Committee.

(e)   The Secretary of the Committee shall attend all meetings and minute the proceedings thereof.

(f)   The minutes shall be circulated to other members of the Board, who are not the members of the Committee, at the next Board meeting following the confirmation of such minutes.

(g)   Attendance at meetings may be through participation on a conference call or teleconference or other electronic or digital media.

(h)   All minutes of Board Committee Meetings shall be circulated to the Board for information.

4.2   Quorum

The quorum shall be 2 members at least one of which is a member of the Board of Directors.

4.3   Voting

Each member present shall have one vote. All resolutions passed in the meeting shall be by majority of votes. In the event of an equality of votes, the Chairman shall not have a casting vote. Any member who has an interest in any matters being reviewed or considered by the Committee shall abstain from voting on the matter.

4.4   Resolution and Meetings

A resolution approved via letter, email or facsimile by a majority of the Committee shall be as valid and effectual for all purposes as if it had been passed at a meeting of the Committee duly convened, held and constituted. Any such resolution may be contained in a single document or may consist of several documents all in like form signed by one or more members.

5   Reporting Responsibilities

 5.1   The AC shall report at least half yearly to the Board on the exercise of its duties, and on the outcome of its reviews and discussions with the external auditors and its findings on any suspected fraud or irregularity, or suspected infringement of any Singapore law, rules or regulations, which has or is likely to have a material impact on the operating results or financial position of the Company as well as identifying those matters which it considers require action or improvement, and making recommendations as to the step to be taken.

5.2   In respect of any specific investigation undertaken by or at the instructions of the AC, of allegations of fraud, illegality or misconduct, the AC shall report its findings to the Board, as soon as practicable after such findings.

6   General

6.1   The AC in carrying out its tasks under these Terms of Reference may obtain at the Company’s expense such external or other independent professional advice as it considers necessary to carry out its duties.

6.2   All discussions and decisions are private and confidential. Members may not disclose any material, information or discussions with any party other than the Board members and relevant staff (on a need to know basis) without the written permission of the Board.

Any member of the AC may initiate amendments to the Terms of Reference when the need arises due to changes in the relevant rules or when there are changes in the Company’s structure, organisation and/or operations which affect the matters set out in the Terms of Reference. In any event, at least once every four years, the AC shall review its Terms of Reference to ensure that it meets the needs of the Company and is consistent with the prevailing regulatory environment.

6.3   Amendments to the Terms of Reference shall approved by the AC and tabled at a Board meeting for approval.

6.4   All Board Committee Meetings shall be circulated to the Board for information.

1     Role
To assist the Board of Directors to oversee the financial affairs of HealthServe.

2     Principal Responsibilities

 2.1   Review the annual budget, help ensure consistency between the budget and the organisation’s strategic plans and make recommendation to the Board for approval.

2.2   Review HealthServe’s revenue and expenditure, balance sheet, cash flow, investments and other matters related to its continued solvency.

2.3   Ensure regular and accurate monitoring, reporting and accountability for funds, obtain explanations from staff for any material variances between budget and actual performance and report to the Board on any financial irregularities and concerns.

2.4   Recommend financial guidelines to the Board, for example on HealthServe’s reserves policy.

2.5   Approve fund-raising targets and plans, working in conjunction with staff and the Fund Raising Subcommittee.

3     Composition
3.1   The Committee shall consist of a minimum of three members, at least one of whom shall be a Board member.

3.2   The Chairman of the Committee shall be a Board member.

3.3   Members of the Committee shall be independent and be appointed for a period of three (3) years; except that where a Member is a Board Director his appointment term shall be co-terminus with the term of his Board Director term of office.

3.4   The appointment of members may be renewed upon expiry of the period of (3) years.

4     Meetings

4.1   Meetings shall be held at least twice a year.

4.2   The Finance Manager shall be required to attend all meetings of the Committee.

4.3   A staff of HealthServe shall be Secretary of the Finance.

4.4   The Secretary shall attend all meetings and minute the proceedings thereof.

4.5   Each member present shall have one vote. All resolutions passed in the meeting shall be by majority of votes. In the event of an equality of votes, the Chairman shall not have a casting vote. Any member who has an interest in any matters being reviewed or considered by the Committee shall abstain from voting on the matter.

4.6   Minutes of all meetings shall be confirmed by the Chairman of the meeting and circulated to all the Members of the Committee.

4.7   All Board Committee Meetings shall be circulated to the Board for information.

5     Quorum
The quorum shall be 50% of the members or two members, whichever is higher, with at least one member who shall be a Board Director.

1     Role
Responsible for HealthServe’s fundraising and engagement initiatives.

2     Principal Responsibilities

2.1   To develop and implement a fundraising strategy in accordance with the strategic objective of the Board and relevant sub-committees (e.g. Finance Committee). This includes but is not limited to:

(a)   Working with Healthserve staff and volunteers to raise funds.

(b)   Identifying and soliciting funds from external sources.

(c)   Organizing major fundraising initiatives and events, e.g. gala dinners, and private fundraising events such as golf tournaments, charity screenings

(d)   Monitoring fundraising efforts to ensure that they comply with relevant regulations and are cost-effective.

2.2   To develop and implement a consistent and sustainable engagement strategy to target donors, volunteers and the public. This includes but is not limited to:

(a)   Working with Healthserve staff and volunteers to develop suitable outreach e.g. media campaign.

(b)   Engagement with donors and volunteers and ensuring proper acknowledgement of the same.

(c)   Forging effective public relations with relevant stakeholders such as the media.

3     Composition

3.1   The Committee shall consist of a minimum of three members, at least one of whom shall be a Board member.

3.2   The Chairman of the Committee should be a Board member.

3.3   All members of the Subcommittee shall be appointed for a period of three (3) years; except that where a Member is a Board Director his appointment term shall be co-terminus with the term of his Board Director term of office.

3.4   The appointment of members may be renewed upon expiry of the period of (3) years.

4     Meetings

4.1   Meetings shall be held at least twice a year.

4.2   A staff of HealthServe shall be Secretary of the Company.

4.3   The Secretary shall keep Minutes of all meetings.

4.4   Minutes of the meetings shall be confirmed by the Chairman of the meeting and circulated to all the Members of the Committee.

4.5   The quorum for such meetings shall be 50% of the members or two members, whichever is higher, with at least one member who shall be a Board Director.

4.6   All minutes of Board Committee meetings shall be circulated to the Board for information.

1     Role

1.1   To assist the Board to oversee the Board and Board committee composition and appointments, senior executive appointments and performance appraisal and establish the human resource strategy, policies and procedures of HealthServe.

2     Principal Responsibilities

2.1   Board, Board Committees and Advisory Panels

(a)   Review and make recommendations to the Board on the composition of the Board to ensure an appropriate balance of expertise, skills, attributes and ability among the Board members.

(b)   Identify potential Board member candidates and ascertain their interest and availability for Board services.

(c)   Nominate individuals to the Board for approval as members of the Board.

(d)   Succession planning.

(e)   Recommend and oversee Board Committees and Advisory Panels and their composition.

(f)   Recommend the Code of conduct for Board, Board Committee and Advisory Panel Members.

2.2   Human Resource
(a)   Review and make recommendations to the Board on the:

(b)   Staffing needs of the organization.

(c)   Performance evaluation framework.

(d)   Compensation and benefits structure.

(e)   Annual salary increments and bonus range.

(f)   Career development and training strategy.

(g)   Code of conduct for employees.

2.3   Provide direction to the Executive Director in his human resource management when needed.

2.4   Assist in appraising the performance of the Executive Director and review and recommend his/her compensation, benefits and development.

2.5   Oversee performance review, career development and compensation of the Senior Management team

3     Composition

3.1   The Committee shall comprise a minimum of three members, at least one of whom shall be a Board member.

3.2   The Chairman of the Committee should be the Board Chairman.

3.3   Members of the Committee shall be independent and be appointed for a period of three (3) years; except that where a Member is a Board Director, his term of appointment shall be co-terminus with his term on the Board.

3.4   The appointment of members may be renewed upon expiry of the period of (3) years.

4    Meetings

4.1   Meetings shall be held at least twice a year. The meetings may be virtual or in person.

4.2   Each member present shall have one vote. All resolutions passed at the meeting shall be by majority of votes. In the event of an equality of votes, the Chairman shall have a casting vote. Any member who has an interest in any matters being reviewed or considered by the Committee shall abstain from voting on the matter.

4.3   A staff of HealthServe shall be Secretary of the HR Committee.

4.4   The Secretary shall keep the minutes of all meetings of the Committee.

4.5   Minutes of all meetings shall be confirmed by the Chairman of the meeting and circulated to all the Members of the Committee.

4.6   The quorum shall be 50% of the members or two members, whichever is higher, with at least one member who shall be a Board Director.

4.7   All minutes of Board Committee minutes shall be circulated to the Board for information.

1     Introduction

The Medical Services Committee shall be a committee established by the Board of Directors (Board) amenable to the Board.
This committee has oversight of Quality Assurance in HealthServe. It is established in accordance with the requirements of Section 11 of the Private Hospital and Medical Clinics Act (Cap 248). All documents arising from this Committee are authorized by the Chairman SC (Med) under the PHMC Act Section 11 (subsection 5) and 16 and cannot be disclosed without the Chairman’s explicit permission.

2     Roles and responsibilities

2.1   Responsible for quality assurance of the medical services provided by HealthServe. This function is a requirement set by Ministry of Health.

2.2   Promote development of clinical practice standards and benchmarking.

2.3   Periodic review of patient care statistics, medical (drug and equipment) expenses and clinical audits.

2.4   Review of new clinical programmes and services prior to implementation, and regular monitoring of outcomes thereafter.

2.5   Review of clinical manpower establishment and salaries as necessary and provide feedback to HR Subcommittee and Board.

2.6   Advise on annual training budget, and on suitability of training courses and conferences for staff professional development.

2.7   Oversee research (operational, clinical, and social/behavioural science): review research proposals, monitor research activity. Ethics review, if required, is conducted by collaborating

3     Composition

3.1   The Committee shall comprise a minimum of three members, at least one of whom shall be a Board member.

3.2   The Chairman of the Committee should be a Board Director.

3.3   Members of the Committee shall be independent and be appointed for a period of three (3) years; except that where a Member is a Board Director, his term of appointment shall be co-terminus with his term on the Board.

3.4   The appointment of members may be renewed upon expiry of the period of (3) years.

4     Meetings

4.1   Meetings shall be held at least twice a year. The meetings may be virtual or in person.

4.2   Each member present shall have one vote. All resolutions passed at the meeting shall be by majority of votes. In the event of an equality of votes, the Chairman shall have a casting vote. Any member who has an interest in any matters being reviewed or considered by the Committee shall abstain from voting on the matter.

4.3   A staff from HealthServe shall be the Secretary of the Medical Services Committee.

4.4   The Secretary shall keep the minutes of all meetings of the Committee.

4.5   Minutes of all meetings shall be confirmed by the Chairman of the meeting and circulated to all the Members of the Committee.

4.6   The quorum shall be 50% of the members or two members, whichever is higher, with at least one member who shall be a Board Director.

4.7   All minutes of Board Committee meetings shall be circulated to the Board for information.

1     Role

To assist the HealthServe Board to oversee the non-medical services and migrant engagement activity of HealthServe.

2     Primary Responsibilities

2.1   Responsible for overseeing the quality and ethical standards of non-medical services, including casework, social assistance, and outreach services provided by HealthServe.

2.2   Promote development of casework practice standards and benchmarking.

2.3   Periodic review of operational processes for non-medical services, including casework, social assistance, and outreach programmes.

2.4   Periodic risk mitigation reviews for non-medical services, including casework, social assistance, and outreach programmes.

2.5   Review of new casework programmes prior to implementation, and regular monitoring of outcomes thereafter.

2.6   Review of migrant engagement and outreach programmes and services prior to implementation, and regular monitoring of outcomes thereafter.

2.7   Review of casework manpower establishment and salaries as necessary, and provide feedback to HR Subcommittee and Board.

2.8   Advise on annual training budget, and on suitability of training courses and conferences for staff professional development of the Casework and Social Assistance team.

3     Composition

3.1   The Committee shall comprise a minimum of three members, at least one of whom shall be a Board member.

3.2   The Chairman of the Committee should be a Board member.

3.3   Members of the Committee shall be independent and be appointed for a period of three (3) years; except that where a Member is a Board Director, his/her term of appointment shall be co-terminus with his/her term on the Board.

4     Meetings

4.1   Meetings shall be held at least twice a year. The meetings may be virtual or in person.

4.2   Each member present shall have one vote. All resolutions passed at the meeting shall be by majority of votes. In the event of an equality of votes, the Chairman shall have a casting vote. Any member who has an interest in any matters being reviewed or considered by the Committee shall abstain from voting on the matter.

4.3   The Secretary of the Services Committee should be from the Casework and Social Assistance team or any such person as may be nominated by the Committee.

4.4   The Secretary shall keep the minutes of all meetings of the Committee.

4.5   Minutes of all meetings shall be confirmed by the Chairman of the meeting and circulated to all the Members of the Committee.

4.6   All minutes of Board Committee meetings shall be circulated to the Board for information.

5     Quorum

The quorum shall be 50% of the members or two members, whichever is higher, with at least one member who shall be a Board Director.

1     Role
To assist HealthServe’s Board to oversee Mental Health, Counselling and related services, initiatives and research in HealthServe.

It is established in accordance with the requirements of Section 11 of the Private Hospital and Medical Clinics Act (Cap 248). All documents arising from this committee are authorized by the Chairman MAC under the PHMC Act Section 11 (subsection 5) and 16 and cannot be disclosed without the Chairman’s explicit permission.

2     Principal Responsibilities

2.1   Promote development of clinical practice standards and benchmarking, in particular the domains of mental health and psychosocial needs.

2.2   Periodic review of patient care statistics, counselling notes, medical (drug and equipment) expenses and clinical audits.

2.3   Review of new mental health, counselling and related programmes and services prior to implementation, and regular monitoring of outcomes thereafter.

2.4   Review of clinical manpower establishment and salaries as necessary, and provide feedback to Nominating and HR Committee and the Board.

2.5   Advise on annual training budget, and on suitability of training courses and conferences for staff professional development.

2.6   Oversee research (operational, clinical, and social/behavioural science): review research proposals, monitor research activity. Ethics review, if required, is conducted by collaborating Principal Investigators’ parent institutions. *Research Committee may be spun off at later date.

3     Composition

3.1   The Panel shall comprise a minimum of 3 members.

3.2   Members of the Panel shall be independent and be appointed for a period of three years; except that where a member is a Board Director, his appointment term shall be co-terminus with his term on the Board.

3.3   The appointment of members may be renewed upon expiry of the period of (3) years.

4    Meetings

4.1   Meetings shall be held at least twice a year. Meetings may be virtual or in person.

4.2   A staff from the Company shall be the Secretary of the meeting.

4.3   The Secretary shall keep minutes of all meetings of the Committee.

4.4   Minutes of the Meetings shall be confirmed by a Board Director, Executive Director or any other Management staff at the meeting and circulated to all members of the Committee.

4.5   All minutes of the Mental Health Advisory Panel meetings shall be circulated to the Board for information.