CORPORATE GOVERNANCE

CORPORATE GOVERNANCE UPDATE FOR
NIEC ANNUAL REPORT FY 2022/2023

 

NIEC believes that good corporate governance is critical to its performance and operations. A high standard of corporate governance is also crucial towards realising its vision of being the leading institute for early childhood educators - inspiring excellence in practice. Management has accordingly put in place a corporate governance structure with clear lines of reporting, responsibility and accountability, underpinned by effective internal controls and a risk management system.

 

Incorporated on 2 March 2018 as a not-for-profit company limited by guarantee (Reg. No. 201807452K) under the Companies Act (Cap. 50) of Singapore, NIEC is a subsidiary of the NTU and affiliated to NIE. The governance of NIEC is specified in its Constitution.

 

Governance Evaluation Checklist

As a corporate entity and registered charity, NIEC’s practices are closely aligned to the principles and guidelines in the Code of Governance for Charities. NIEC’s Governance Evaluation Checklist can be found at the Charity Portal website (www.charities.gov.sg).

 

Policies to manage conflict of interest

Members of the Board and staff are required in their respective capacities to act at all times in the best interest of NIEC. Policies and procedures have been put in place to address potential conflict-of-interest situations. Every Board member shall observe the provisions of Section 156 under the Companies Act (Cap. 50) of Singapore relating to the disclosure of the interests of Directors in transactions or proposed transactions with NIEC or of any office held or property possessed by a Director which might create duties or interests in conflict with his duties or interests as a Director. Except as otherwise provided by NIEC’s Constitution, a Director shall not vote on (or be counted in the quorum in respect of) any resolution of the Board or of a committee of Directors concerning a matter in which he/she is, directly or indirectly interested. For the purposes of this regulation, in relation to an Alternate Director, an interest of his appointor shall be treated as an interest of the Alternate Director without prejudice to any interest which the Alternate Director has otherwise.

 

Board of Directors

There were changes to the NIEC Board of Directors and Executive Committee in FY2022 with the stepping down of Ms Melissa Khoo as Chairperson on 31 March 2023. She is succeeded by Mr Eugene Leong, Deputy Secretary overseeing the Pre-school sector at MOE on 1 April 2023.

 

The NIEC Board now comprises 12 members (and 1 alternate member) appointed by the Minister for Education. Board members include academics, educators and professionals from the public service and private sectors. Each member is appointed on the strength of his/her experience and ability to contribute to NIEC and brings with him/her independent judgment on issues of strategy, performance, resource allocation, and risk and compliance, as well as valuable relationships and networks that are essential for the growth of NIEC. The NIEC Constitution expressly stipulates that Board members shall not receive any remuneration for services rendered by them as members of the Board.

 

Board Meetings

Based on the needs of Management and Board, three Board meetings were held during the financial year. Besides providing strategic governance, the agenda items enabled the Board to carry out its duties as follows:

• To set the mandate and provide the strategic direction for NIEC, in support of NIEC’s mandate as the national training institute for the early childhood sector;
• To take on an oversight role with regard to key performance outcomes and risk management, and be accountable to MOE for the outcomes and the use of NIEC’s resources to achieve these outcomes;
• To approve operating and budgetary plans, and finance and HR policies of NIEC.

 

Board Retreat

The biennial Board Retreat was held on 4 November 2022 and attended by 45 participants comprising Board members, representatives from MOE and NIEC management and staff. The session provided dedicated time for “looking back” on NIEC’s delivery of its mandate and “looking forward” to consider opportunities and challenges for NIEC’s vision.

 

Following an interactive and engaging discussion between the Board and management, the Board validated the 10 strategic objectives for achieving NIEC’s vision. Management followed up with mapping the relevant strategies and identifying the workplans and indicators for tracking progress.

 

More than 97% of participants agreed that the Board retreat helped them better appreciate and understand NIEC’s role, challenges, and opportunities.

 

Board Committees

Since 1 March 2020, three Board Committees were set up to assist the Board. These are the Executive Committee (ExCo), Audit and Risk Committee (ARC), and Professional Advisory Committee (PAC).

 

Membership of the Committees is carefully selected, with responsibilities distributed among Board members, to ensure the effectiveness of each committee’s focus and contribution. Where necessary, non-Board members with expertise in their respective fields are co-opted to enhance the deliberations and decision-making process of the Board Committees. On 15 April 2022, Ms Jenny Tan, Head of Group Internal Audit, CapitaLand and Ms Christine Kang Hwee, Group Financial Controller at Mapletree Investments Pte Ltd were co-opted as members of the ARC. An orientation programme was conducted for the newly co-opted ARC members.

 

The responsibilities and authority of each Board Committee are set out in the written terms of reference which are approved by the Board. The Board Committees report their decisions to the Board regularly.

 

The roles of the Board Committees are briefly described below:

• The Executive Committee provides oversight and policy guidance on strategic resources such as budget, remuneration framework, succession planning, talent development and manpower planning of NIEC.
• The Audit and Risk Committee oversees NIEC’s internal controls, financial reporting and enterprise risk management.
• The Professional Advisory Committee assists the Board in guiding NIEC in EC industry trends, research directions, networking and benchmarking of best practices.

 

The attendance of Board members at Board meetings as well as at Committee meetings held in FY2022 are shown in the table.

 

 

*Prof Tan Oon Seng relinquished his role as PAC member from 14 May 2023 following his appointment as Founding Director of NIE’s Centre for Character and Citizenship Education. Prof Kenneth Poon, Director Centre for Research in Child Development was co-opted as member of PAC from 15 May 2023.