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1. Background

This document describes and explains the roles and responsibilities of WISE’s governing bodies which are legally required by our registration in Indonesia, Cambodia and Singapore.

These roles and responsibilities should be reflected in each countries’ constitutions and by-laws.

As of April 2019, WISE is registered in Indonesia as a Foundation (yayasan) and in Singapore as a Company Limited by Guarantee (CLG). The Singapore-based CLG also covers activities in Cambodia. It is intended that WISE will eventually obtain charitable status in Singapore, and will set up a local non-government organisation (NGO) in Cambodia.

With WISE comprising three independent local entities in the three countries, each with their own governing body, but yet wanting to act as one coherent organisation, it is necessary to clearly define the roles and responsibilities of these governing bodies, especially in relation to the Core Team which was set up to plan and implement WISE’s strategy.

In general, the main role of each component of WISE is as follows:

  • The governing bodies of each local entity are responsible for ensuring governance and accountability, particularly in relation to legal and fiscal oversight. This recognises that governing bodies, who by law typically comprise volunteers, are best placed to provide checks and balances, because their position is not tied to expectations of remuneration.

  • The Core Team is responsible for determining and managing the implementation of the vision, mission, values, and strategy. This recognises that the Core Team largely comprise staff who have an intimate understanding of the needs and capacities of WISE and the communities we directly serve.
  • Team members, from full-time staff to ad-hoc volunteers, generally carry out the day-to-day operations of WISE.

However, where the regulatory government authority legally requires the governing body to take on a responsibility that WISE has designated as a Core Team responsibility, a Core Team member shall be assigned to the governing body to fulfil that responsibility.

2. General roles and responsibilities of the governing body

Regardless of the legal requirements of the governing body in their respective countries, the main role of the governing body is to ensure governance and accountability.

This includes:

  • Providing fiscal and legal oversight, such as: 
    • Reviewing and approving budgets; 
    • Processing claims made by Core Team members; 
    • Monitoring the finances;
    • Ensuring that the necessary policies and procedures are put in place to comply with regulations and best practices;
    • Approving contracts above a certain value, and so on.
  • Reviewing and providing constructive feedback on WISE’s vision, mission, values, goals, strategy and performance, as well as the selection of Core Team members.

In addition, governing bodies are solely responsible for their self-management and effectiveness, such as recruiting and training members, running meetings, and so on. 

To ensure accountability, that there is collective control and that the views of all are respected: 

  • The appointment and removal of members shall be made by consensus of all members (except the member being removed in the case of removal), with feedback solicited from the Core Team prior to making the decision.
  • The quorum for a meeting should be at least half of the governing body.
  • If a member has a conflict of interest in a matter to be discussed at a meeting, the member shall disclose the nature of their interest before the discussion, withdraw from the discussion, and not participate in making the decision.

Individual members are also expected to:

  • Promote the values of WISE as members of the governing body are generally viewed as spokespeople of the organisation.
  • Volunteer with, participate in or observe WISE’s activities for at least one day a month, outside of board duties. This is to enable members develop and maintain a good understanding of WISE.
  • Keep informed on trends in the nonprofit sector and in the WASH sector, globally and in the country. This is to enable members to provide the Core Team with constructive feedback on WISE’s vision, mission, values, goals, strategy and performance.
  • Perform their duties without remuneration as this is considered a best practice, and is sometimes a legal requirement, in order to maintain the integrity of the governing body.

The composition of the governing body should: 

  • Reflect the experience, skills and knowledge required for the governing body to perform their role, where experience includes the lived experiences of the communities that WISE serves.
  • Only have members from or based in the country, as this reflects the autonomy of each country team to run their own activities.

Comprise at least one Core Team member, to ensure that the perspectives of the Core Team are represented.



3. Specific roles and responsibilities

    To be completed

    To be completed

    In Singapore, charitable status can be obtained in addition to registering a non-profit organisation. WISE is registered as a company limited by guarantee (CLG).

    The governing body of a charity is known as a governing board (or board).

    The governing board must have a minimum of three persons. In addition, a CLG must have a company secretary and an external auditor.

    Governing board members have a duty to:

    • Comply with the Companies Act, which includes auditing financial statements, filing annual returns with the Accounting and Corporate Regulatory Authority (ACRA) and holding annual general meetings (AGMs).
    • Comply with the Charities Act, which with regards to financial report, WISE is exempt, because the requirements are already covered by the Companies Act.

    Please refer to Section 2 for general responsibilities not specified in this section.

    4. References

    Guidelines for improving the effectiveness of directors of nonprofit organizations (Murray & Harrison, 2014

    Statement of individual board member’s responsibilities (Social Service Training Institute, 2009)

     Board (members only)


     Page summary

    Category

    Management

    Purpose

    The governing bodies of each local entity are responsible for ensuring governance and accountability, particularly in relation to legal and fiscal oversight. This recognises that governing bodies, who by law typically comprise volunteers, are best placed to provide checks and balances, because their position is not tied to expectations of remuneration.

    Documentation status

    INCOMPLETE

    Code

    01

     Version history

    Version

    Date

    Author(s)

    Changes made

    0.1

     

    Yoke Pean Thye , Lucas Volman

    Created introduction and Singapore section in Google Docs

    0.1

     

    Yoke Pean Thye

    Transferred to Confluence

    &

    Tasks, plans, and ideas for future implementation or consideration

    • 🇮🇩  Write specific roles and responsibilities for Indonesia Yayasan governing body  3 MEDIUM

    • 🇰🇭 Write specific roles and responsibilities for Cambodia Domestic NGO governing body  3 MEDIUM