CORPORATE GOVERNANCE
Board of Directors
Fiduciary Duties of Board of Directors
The Lions Home For The Elders (LHE) is governed by a Board of Directors whose members are made up of volunteers according to its constitution. The Board’s role is to provide leadership and directions to LHE, and ensure it maintains good corporate governance in relation to the Code of Governance for Charities and Institution of a Public Character (IPC) guidelines recommended by the Charity Council. It acts as one entity and represents the interest of the Home, by governing its affairs on behalf of the general members of Lions Clubs of Singapore. The Board plans strategically for the organisation and elects members with diverse professional expertise who will contribute to the long- term development of LHE. Board members do not receive any remuneration and benefits for their involvement at LHE, and none of them held any staff appointment. Board meetings are held at least five times a year, excluding the Annual General Meeting, and Board members submit Self-Assessment Declaration Forms annually. LHE does not have related entities.
Duty of Loyalty To place the interests of LHE first, and not to use one’s appointment as a Director to further private interests. This includes the aspect of confidentiality: members of the Board are obliged to keep LHE business private and not to discuss matters brought up during Board meetings with external parties. Duty of Diligence To act reasonably, prudently, and in good faith when making decisions, with due consideration of the current and future impact that the decisions made will have on LHE. Duty of Obedience To act within the scope of the governing policies of LHE operation and the governing laws of Singapore; to comply with the rules and regulations that apply to LHE as a non-profit organisation governed by Commissioner of Charities and Registry of Societies.
Audit and Finance Committees The Audit Committee assists the Board to safeguard the Home’s assets and provide a channel of communication between the Board and external auditors. The Finance Committee, chaired by the LHE Treasurer, ensures that financial statements are properly prepared and audited in accordance with existing rules and regulations (Financial Reporting Standards). This Committee also ensures the legitimate use of LHE financial committees and members comply with guidelines as set out in the LHE Board of Directors Handbook. ⟜ To provide process for succession of Board members and Chief Executive Officer. and is assisted and supported by LHE Chief Executive Officer. The Committee advises the Board of Directors on matters relating to the Board’s governance, structure and processes, effectiveness of the Board and its members so as to ensure that the Board fulfils its legal, ethical and functional roles and responsibilities. • Frequency of Meetings: At least 3 times a year • Roles and Responsibilities of the EXCO: ⟜ To ensure that Board policies and procedures are in place, periodically reviewed, and recommend changes as required. ⟜ To assist the Board in periodically updating and reviewing its primary areas of focus based on the strategic plan, the annual board assessment, and an annual review of a plan for board development in line with the organisation’s mission, goals, objectives, programmes and services. ⟜ To ensure LHE complies with Corporate Governance Policies and Guidelines. ⟜ To ensure that the Board, its
Committees
The Board of Directors oversees several committees, each with different and specific functions and responsibilities, and chaired by Directors. These committees include the Executive Committee, Audit and Finance Committees, Building and Maintenance Committee, Communications Committee, Constitution and By- laws Committee, Contracts and Purchasing Committee, Human Resource Committee, Investment Committee, Programmes and Residents’ Financial Welfare Committee, Risk Management Committee, Strategic Partnership Committee and the Service Quality Committee. Meetings are held regularly by these committees to provide advice and execute its responsibilities. Executive Committee (EXCO) The EXCO, chaired by the Chairman of LHE, consists of Board members,
Board Nomination and Election
Process procedures for nomination, election and appointments to the Board shall be in compliance with LHE Constitution and By-laws, and other legal requirements. The Constitution and By-laws was last revised and approved by the Board of Directors on its Annual General Meeting held on 23 September 2023, and approved by ROS on 16 January 2024. Please visit the LHE website (www.lionshome.org.sg) to view the full set of Constitution and By-laws. and Lions members with the skills/ expertise are encouraged to serve on the Board, to ensure there is a balanced mix of competencies to fulfil its vision, mission and goals.
Lions Home Annual Report 2024/25 11
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