Governance - Pro Bono SG

We comply fully with the Code of Governance for Charities and Institutions of Public Character and relevant legislation and regulations. We are committed to upholding the highest standards of transparency and accountability and believe that adopting the best governance practices will increase our effectiveness and instill public confidence in what we do. We were awarded the Charity Transparency Award 2022 for adopting good disclosure practices.

Please refer to the Charity Portal for our Governance Evaluation Checklist and the Charity Portal and/or our official website for our past Annual Reports and Financial Statements.

A. BOARD GOVERNANCE

Pro Bono SG is governed by a Board of Directors (the Board). No Board member is paid any remuneration or fees for his or her services and no Board member is a staff of Pro Bono SG.

Governing instruments

The Constitution governs, amongst other matters, the following issues:

Pro Bono SG’s objects;
the Board’s composition;
the appointment, vacation and removal process of Board members;
the powers and duties of the Board; and
the tenure of its office bearers.

As part of providing appropriate induction to incoming Board members, Pro Bono SG has in place Board Administration Guidelines which aim to orient and guide Board members by providing reference information on matters including board responsibilities and governance, the conduct of board meetings, board selection and recruitment, training and evaluation of board effectiveness, strategic planning, programme management, financial management, reviews of internal controls and processes, and matters reserved for the Board’s direction, which are distinct from the management and day-to-day operations of PBSG delegated to the CEO and Management.

Board roles and composition

It is the responsibility of the Board to ensure that Pro Bono SG complies with the Constitution and all relevant laws and regulations, as well as to make sure Pro Bono SG is governed and managed responsibly and prudently to achieve organisational effectiveness, credibility and sustainability.

The majority of the Board shall as far as practicable be lawyers with a practicing certificate issued under Section 25 of the Legal Profession Act 1966 in force. The Board endeavours to ensure there is an appropriate mix of core competencies and collective expertise to discharge its responsibilities. In assessing the appointment of new Board members, the Board is guided by the outcome of Board evaluation and the considerations set out in the Board Administration Guidelines which include skillsets and experience useful and related to PBSG’s services and operations, ideal traits and characteristics, and the need for Board diversity.

Term limits

Board members are appointed for a term of two (2) years and may be re-appointed at the expiration of the term. To ensure succession planning and steady renewal in the spirit of sustainability of Pro Bono SG, the Board has a term limit of ten (10) years. No Board member shall serve as:

Chairman for a continuous period of more than ten (10) years at any one time
Treasurer for a continuous period of more than four (4) years at any one time.
Chairperson of a Committee for a continuous period of more than five (5) years at any one time.

Reappointment of the same person to the above positions can only be considered after a lapse of at least two (2) years.
The Board conducts regular self-evaluation to assess its performance and effectiveness once per term or every three years, whichever is shorter. Board members complete evaluation forms which are then provided to the Nominations Committee for their review and feedback.
The Nominations Committee takes the lead in the renomination and reappointment process and are guided by various considerations set out in the Board Administration Guidelines, including Pro Bono SG’s strategic plan, the skillsets and experiences useful and related to our services and operations and the outcome of the Board’s evaluation of its performance and effectiveness.

Board Committees

The Terms of Reference of our six (6) Board Committees are set out below.

i. Audit

The Audit Committee facilitates the external and internal audit of Pro Bono SG for the Board to obtain independent information about Pro Bono SG activities. The Audit Committee’s responsibilities include:

To oversee the financial reporting and disclosure process, and monitor the choice of accounting policies and principles;
To review the audit plans and reports of the external auditors and internal auditors, and considers the effectiveness of the actions taken by management on the auditors’ recommendations;
To conduct periodic internal checks on key processes to ensure compliance with the established procedures, and report to the Board on the findings and recommendations for improvements;
To analyse and address the risks that are associated with the key processes;
To oversee regulatory compliance and whistleblower guidelines;
To report to the Board of any financial irregularities, concerns and opportunities; and
To liaise with auditors on any significant matters arising.

ii. Finance

The Finance Committee provides financial oversight for Pro Bono SG. The responsibilities of the Finance Committee include:

To prepare Pro Bono SG’s budget for Board’s approval;
To develop coherent financial policies for Pro Bono SG including investment policies and guidelines for the Board’s approval;
To review the various functions and activities of Pro Bono SG which impact the finances of Pro Bono SG;
To ensure that the appropriate internal controls and risk management strategies (both operational and financial risks) are in place;
To ensure accountability to the Board, Pro Bono SG and its stakeholders; and
To present financial reports to the Board on a quarterly basis.

iii. Fundraising

The Fundraising Committee is responsible for overseeing Pro Bono SG’s overall fundraising and, in particular, the fundraising done by the Board. The Fundraising Committee’s responsibilities include:

To work with staff to establish a fund-raising plan that incorporates a series of appropriate vehicles, such as special events, direct mail, fundraising campaigns, etc;
To work with fundraising staff in their efforts to raise money;
To identify and solicit funds from external sources of support;
To take the lead in certain types of outreach efforts, such as chairing a dinner/dance committee or hosting fund-raising parties, etc;
To be responsible for involvement of all Board members in fundraising; and
To monitor fundraising efforts to ensure that the fundraising activities are transparent and ethical, that donors are acknowledged appropriately, and that fundraising efforts are cost-effective.

iv. Human Resource

The HR Committee provides oversight of the development and sound implementation of personnel policies and practices. The responsibilities of the HR Committee include:

Reviewing job descriptions;
Establishing a system for setting the remuneration of staff;
Establishing a volunteer management system;
Establishing a fair and transparent performance review and appraisal system for staff;
Reviewing staff salary and benefits package; and
Guiding the development, review and authorisation of HR policies and procedures.

v. Nominations

The Nominations Committee is responsible for the general affairs of the Board. The Nominations Committee’s responsibilities include the following:

Reviews the structure, size and composition of the Board and Board Committees annually to ensure that the Board has an appropriate balance of independent Board Members and to ensure an appropriate balance of expertise, skills, attributes and ability among the Board Members;
Identifies potential Board Member candidates and explores their interest and availability for Board service;
Nominates individual to be appointed as Board Members;
Takes the lead in succession planning for the Board Chairman, directors and CEO;
Nominates Board Members for election as Board officers;
Designs and oversees a process of Board orientation;
Develops a transparent process for evaluating the performance of the Board, its Board Committees and directors;
Reviews training and professional development programmes for the Board; and
Identifies and nominates individuals to be appointed as Programme Committee Chairpersons.

vi. IT

The IT Committee reports to the Board on policies, acquisitions and matters related to Pro Bono SG’s IT assets, including:

Advising the Board on IT matters;
Overseeing the procurement of IT systems and equipment; and
Establishing appropriate policies on IT systems and use of software.
The IT Committee shall review and monitor:
The on-going appropriateness and relevance of Pro Bono SG’s policy for the allocation of resources required to deliver both the short-term and long-term IT strategies;
On-going appropriateness and relevance of Pro Bono SG’s information management and data governance framework and systems including those relating to compliance with the PDPA Regulations; and
Any major IT projects requiring tender or which the Committee consider are important to Pro Bono SG.

The IT Committee shall approve:

Key performance indicators of IT services within the company; and
IT policies, standards and procedures and any major changes in Pro Bono SG’s IT strategies, priorities and/or structures.

The Committee shall seek to ensure, in conjunction with the Audit Committee, and with all other committees and the Board, as applicable, that information and technology risks are identified, assessed and managed in line with relevant frameworks and recommend actions.

Board Meetings

The Board meets at least once every four (4) months with a quorum of three (3) Board members or one-third of the number of Board members, whichever is higher. Executive management is invited to attend board meetings to present updates and provide recommendations, ex-officio, but do not vote or participate in Board decision-making. Pro Bono SG keeps adequate records of decisions in the minutes of general and Board meetings and circulates the same to the Board as soon as practicable.

B. CONFLICT OF INTEREST

Pro Bono SG’s Constitution stipulates that all Board members should exercise independent judgement and act in the best interests of Pro Bono SG.

Pro Bono SG has in place protocols and procedures to manage and avoid conflict of interest. Upon appointment, the CEO, Board members, employees and committee members sign a declaration form confirming that they have read and understood the conflict of interest policy of Pro Bono SG and that they will make full disclosure of the interests, relationships and holdings that could potentially result in a conflict of interest. They also confirm that they will notify the Board immediately when a conflict of interest situation arises. In addition, the CEO, Board members, employees and committee members sign a disclosure of interests statement each year. The conflict of interest policy also requires, where there is potential conflict of interest, that the person with conflict of interest be excluded from the discussion and decision-making process and that Pro Bono SG ascertains that the transaction is in its best interest and, if financial, is made on arm’s length basis with comparative quotes/bids submitted and documented.

Board members do not receive remuneration and staff are not involved in setting their own remuneration.

C. STRATEGIC PLANNING

The Board periodically reviews and approves the vision and mission to ensure Pro Bono SG stays relevant to its changing environment and needs. The Board also sets aside time to review and update the organisation’s strategic roadmap.

D. PROGRAMME MANAGEMENT

Pro Bono SG Committee Administration Guidelines set out the procedures for the appointment of Pro Bono SG programme committees, their work processes, and the respective responsibilities of committee members, committee chairpersons and committee secretariat representatives.

Pro Bono SG ensures that its operations and programmes are directed towards achieving its objectives through the preparation of annual work plans and budgets and regularly updating on the progress and outcome of programmes to the Board.

The terms of reference of our seven (7) Programme Committees are set out below.

i. Criminal Legal Aid Scheme (CLAS)

The Terms of Reference of the CLAS Committee are:

To co-ordinate and advise the Board on the administration of the Criminal Legal Aid Scheme (the Scheme);
To hold dialogue sessions, seminars, talks and visits relevant for volunteer lawyers and / or pupils of the Scheme on criminal law, practice and procedure;
To publish relevant information to the public on the Scheme and on criminal law and procedure;
To organise fund raising activities for the Scheme on behalf of Pro Bono SG; and
To keep the Board apprised of all such activities.

ii. Community Legal Clinics (CLC)

The Terms of Reference of the CLC Committee are:

To ensure that the proposed expansion plans are implemented effectiveIy, efficiently and according to the timeline;
To provide guidance to the Secretariat and oversee the implementation process;
To co-ordinate and advise the Board on the administration of the Community Legal Clinics network;
To hold dialogue sessions, seminars, talks and visits relevant for volunteer lawyers and / or pupils on Community Legal Clinics processes, practice and procedure;
To publish relevant information to the public on the Community Legal Clinics network and the services provided;
To organise fund raising activities for the Community Legal Clinics network on behalf ofPro Bono SG; and
To keep the Board apprised of all such activities.

iii. Content Management Committee

The Terms of Reference of the Content Management Committee are:

To support Pro Bono SG‘s Secretariat and Programme Committees through overseeing the editorial content, design, publication and dissemination of Pro Bono SG’s external publications;
To periodically review Pro Bono SG’s external publications to ensure that they remain relevant, serve the community, and are updated in a timely manner;
To review publication standards and policies, with a view to ensuring Pro Bono SG’s external publications are of a high quality, in line with publishing best practices and ethics and compliant with the applicable laws and regulations;
To maintain a central repository of legal knowledge and related materials and collaterals;
To mobilise and develop a pool of competent editors and contributors to carry out the functions described above;
To report to the Pro Bono SG Board on the contribution of publishing activities towards Pro Bono SG’s objectives.

iv. Law Awareness

The Terms of Reference of the Law Awareness Committee are:

To assist the Board in its purpose to facilitate the acquisition of legal knowledge by members of the public;
To recommend and implement law awareness projects and programmes for the public’s benefit;
To undertake fund raising projects on behalf of Pro Bono SG for law awareness programmes; and
To apprise the Board of all such activities.

v. Project Law Help (PLH)

The Terms of Reference of the PLH Committee are:

To make provision for a scheme by which legal practices and advocates and solicitors can provide pro bono non-litigation commercial legal advice to charities, non-profit organisations, social enterprises and voluntary welfare organisations; and
To facilitate, promote, support and encourage a sustainable commitment to pro bono work within the legal profession in Singapore.

vi. Family Justice Support Scheme (FJSS)

To co-ordinate and advise on policy matters, protocols and processes concerning the FJSS;
To liaise with stakeholders in the family justice system in relation to the administration of FJSS;
Assist in mobilisation of volunteers and organising resources to support FJSS; and
Assist in promoting awareness of FJSS.

vii. Migrant Worker Legal Assistance Committee

To facilitate access to justice for migrant workers in Singapore through legal awareness, advice, and representation.
To assist with and facilitate PBSG’ migrant worker initiatives, including sourcing for
and assisting with relevant grants.
To assist with and advise on policy matters, protocols, and processes concerning
PBSG’ migrant worker initiatives.
To periodically review PBSG’ migrant worker initiatives to ensure they are accessible,
practical, and updated.
To liaise with stakeholders for effective administration, support, and improvement of
PBSG’ migrant worker initiatives.
To promote awareness of PBSG’ migrant worker initiatives.
To mobilise and develop a pool of competent volunteers to assist in the functions
described above, particularly subject matter experts. These volunteers should include but are not limited to volunteer interpreters and translators.
To report to the PBSG Board on the contribution of migrant worker initiatives towards PBSG’ objectives.

E. HUMAN RESOURCE AND VOLUNTEER MANAGEMENT

Pro Bono SG administers a Code of Conduct applicable to all Board members, employees and volunteers, which require them to act lawfully, honestly, ethically and in the best interests of Pro Bono SG when performing their duties.

Pro Bono SG also has a series of human resource policies and SOPs that cover areas such as credential verifications, remuneration, promotions, benefits, training and development, reimbursement of expenses, performance appraisal, disciplinary action and cessation of employment.

Pro Bono SG is a learning organisation committed to helping employees grow in their careers. In addition to making learning opportunities available including sending staff for training and courses, Pro Bono SG has a fair and objective performance management process linked to measurable and clearly defined targets with regular performance appraisals, supervision and feedback systems.

Pro Bono SG discloses the annual remuneration of 3 highest paid staff for transparency:

Salary Bands (in bands of SGD100,000)	Number of Staff
SGD100,000 – SGD199,999	2
SGD200,000 – SGD299,999	1

Pro Bono SG does not have paid staff who are close members of the family of the Executive Head or Board members.

Pro Bono SG has in place a Whistleblowing Policy that aims to deter wrongdoing and provide proper avenues for employees, volunteers, donors, beneficiaries and other stakeholders to raise concerns about suspected improprieties in good faith to the Audit Committee.

The report form is available on the official website and may be downloaded here. The form may be submitted via email to the Audit Committee at Whistleblow@probono.sg or sealed and marked “Private and Confidential” and delivered to Pro Bono SG’s office located at 1 Havelock Square #B1-18 State Courts Singapore 059724, attention to the Chairperson of the Audit Committee.

Pro Bono SG has in place a Volunteer Management Policy to provide guidance to staff and volunteers on volunteer administration and management. The policy includes information on:

volunteer management procedures on matters concerning maintenance of records, conflict of interest, confidentiality, personal data protection;
volunteer recruitment and selection processes;
volunteer orientation, training and development;
volunteer supervision and evaluation; and
volunteer support and recognition.

F. FINANCIAL MANAGEMENT AND INTERNAL CONTROLS

Financial management policies in place include policies on fixed and intangible asset management, procurement, the management of gifts, receipting, payment procedures and controls and an approval matrix setting out delegation of approval authority and limits of approval. The annual accounts are audited by an external professional audit firm. Pro Bono SG does not provide loans and donations to external parties.

Pro Bono SG has a fixed asset register to account for all its fixed assets. Pro Bono SG safeguards the value of its assets by getting adequate insurance.

The Board approves an annual budget after considering, amongst other matters, the committee work plans and budgets for the respective Programme Committees’ activities for the year. The Board also monitors regularly Pro Bono SG’s budget income and expenditure to ensure Pro Bono SG operates efficiently and adheres strictly to financial policies.

Our level and purpose of reserves, reserves ratio, purpose and amount of restricted funds are disclosed in our audited financial statements. Restricted funds are planned to be used for immediate operational needs, operational needs in the short term and/or in accordance with funding agreements. Pro Bono SG does not have endowment funds.

For long-term stability of the operations, it is the objective of Pro Bono SG to achieve reserves that would be able to sustain operations for a 1-year period in the event of a decline in donations.

G. RISK MANAGEMENT

Pro Bono SG’s Board Administration Guidelines stipulate that the Board should conduct formal risk management exercises to identify and document key risks faced by Pro Bono SG and the related mitigating measures, and that key risks should be regularly monitored and reviewed. Accordingly, Pro Bono SG maintains a risk register in the format set out in the Enterprise Risk Management Toolkit for Charities and IPCs, jointly produced by the Charity Council, KPMG and National University of Singapore Business School. The risk register is updated periodically and as and when acute risks arise. The Audit Committee has oversight of the risk register, which is presented to the Board at least once a year.

Pro Bono SG also has a Data Protection Policy in place.

H. FUNDRAISING PRACTICES

Conduct of fundraising

Pro Bono SG fundraises according to best practices and in compliance with the relevant laws and regulations. Pro Bono SG does not engage third party fundraisers.

Accountability to donors

Pro Bono SG has a Gifts Policy in place to:

Guide enquiries on gifts to Pro Bono SG and the administration of gifts;
Identify circumstances under which the donor should seek independent advice;
Ensure compliance with other relevant regulatory and compliance issues, including personal data protection and honoring requests for donor anonymity.

Pro Bono SG also has financial SOPs in place to ensure donations are properly accounted for and promptly deposited.

Anti-Money Laundering and Counter Financing of Terrorists

Pro Bono SG’s Gifts Policy also sets out a checklist to identify potential suspicious activities which may indicate money laundering / financing of terrorists, to ensure due diligence when checking the sources of incoming funds.

J. PUBLIC IMAGE

To ensure that Pro Bono SG maintains an image consistent with its objectives, Pro Bono SG has a dedicated Communications and Development team and a Communications Policy which sets out policies on the release of information to media and on social media, the designation of spokespersons and the use of Pro Bono SG’s name and logos.

Pro Bono SG is committed to constructively engaging its stakeholders and the public, including through feedback channels and participating in focus groups and committees.