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STATUTORY DISCLOSURES

These disclosures only reflect statutory requirements of The Smile Mission Ltd, Singapore. It excludes any requirements by other Smile Asia member charities.

BOARD MEETING ATTENDANCE IN FY 2023 (Ending 30 June 2023)

Dr Vincent Yeow – 4 out of 4
Dr Josephine Tan – 3 out of 4
Mr Paul Wilden – 3 out of 4
Mr Kong Ho Loon – 2 out of 4
Mr Sean Tan – 3 out of 4
Ms Janice Gan – 4 out of 4
Ms Diana Lim – 2 out of 4

LEGAL STATUS

The Smile Mission Ltd (formerly Operation Smile Singapore Ltd ) is registered as a company limited by guarantee, set up on 01 November 2007 vide UEN 200720373E. It is registered as a non-profit under Charities Act, approved on 17 January 2008 vide Charity Registration No. 2077.

GOVERNING INSTRUMENT – OBJECTIVES

I. to research and advance developments and care in the areas of plastic, reconstructive and specialized surgery by such methods as the Directors shall from time to time deem feasible and appropriate for people in necessitous circumstances;

II. to improve training and education programmes for medical doctors and other professionals to expand the base of qualified persons in Singapore;

III. to encourage volunteerism and awareness in Singapore;

IV. to sponsor and/or coordinate special projects to deliver services, health care, and education where necessary, in the areas of plastic, reconstructive and specialized surgery to patients otherwise unable to afford or obtain such services;

V. to encourage or fund relevant research in the field of cleft and craniofacial surgery for the purpose of identifying etiological factors, improving outcomes and preventing disease;

VI. to sponsor and/or coordinate fundraising projects to raise funds for various projects, medical missions and other interests of the Company. These fundraising projects are to include car washes, dinner functions, outings and any other fundraising activities or projects necessary for the raising of funds for the purposes of expanding and developing the interest of the Company;

VII. to develop the necessary organisational structures of volunteers, so that they may provide health care and sustain the Company’s programmes in coming years;

VIII. in the achievement of the Objects:
– the Company shall send volunteer doctors and others to collaborate in the organisation of educational missions and programmes;
– the beneficiaries of instruction and training programmes provided by the Company shall return the benefits they receive by rendering volunteer work for the projects conducted by the Company as approved by the relevant government authorities;
– the acts referred to in Clause 3(3) shall be carried out by the Company through missions organised preferably in local public hospitals;

IX. to strictly adhere to appropriate care standards necessary to the care of patients with craniofacial abnormalities;

X. to take such steps and to do all such things as may from time to time be deemed necessary expedient or desirable to make known the Objects of the Company and to procure and encourage contributions subscriptions donations or otherwise; and

XI. to do all such other things as are incidental or conducive to the attainment of the abovementioned objects or any of them provided that nothing shall be done for commercial reasons or solely for profit and particularly as follows:
– subject to the provisions of Section 23 of the Companies Act (Chapter 50) or any statutory modification thereof for the time being being in force, to purchase, take on lease, hire or otherwise acquire any land then the Company shall obtain such license (if any) as may be required by the law;
– with the approval of at least a majority of the members and in accordance with the Articles of Association, to sell, manage, lease, dispose of or otherwise deal with all or any part of the property of the Company for the purposes of the Company;
– with prior approval of at least a majority of the members and in accordance with the Articles of Association, to raise money for the objects and purposes of the Company in such manner as the Company may think fit;
– to invest the monies of the Company not immediately required for its purposes in or upon such investment, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and to appoint from time to time professional fund managers for the purposes of managing and investing the monies of the Company;
– to construct, maintain, alter and upkeep any house, building, or works necessary or convenient for the purposes of the Company;
– to accept subscriptions, donations (whether of real or personal estate) and demises and bequests and collaborating with charity and/or charitable medical organisations in fund-raising exercises;
– to invite, issue, appeal for, and solicit subscriptions, benefactions, donations, and bequests to or for the Company for the purposes of the Company;
– to establish and maintain such banking account or accounts as it thinks fit into such of which as may be appropriate shall be paid forthwith all monies for the time being belonging to the Company; and
– to pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Company and to remunerate any person or persons for services rendered in the promotion or establishment of the Company.

RESERVES POLICY

The Company’s reserves policy is to ensure a reserve of approximately six months of administrative expenses so that the company can tide over any unforeseen situations when revenue generation dips drastically.

BANK

DBS Bank, Singapore
12 Marina Boulevard
Financial Centre Tower 3
Singapore 018982

CORPORATE SECRETARY

MC Corporate Services
1 Coleman Street #05-06A
The Adelphi
Singapore 179803

AUDITORS

Suhaimi Salleh & Associates
71 Ubi Crescent #08-01
Excalibur Centre
Singapore 408571

STATUTORY REPORTS

These reports only reflect activities booked through The Smile Mission Ltd, Singapore. It excludes activities, funding and expenses that are sourced, booked and expended by other Smile Asia member charities.

ANNUAL REPORTS

Annual Report 2023
Annual Report 2022
Annual Report 2021
Annual Report 2020

FINANCIAL REPORTS

Financial Report 2023 (Unaudited)
Financial Report 2022
Financial Report 2021
Financial Report 2020

GOVERNANCE EVALUATION CHECKLIST

SNCALL FOR ACTIONCOMPLIANCE
1Clearly state the charitable purposes (For example, vision and mission, objectives, use of resources, activities, and so on) and include the objectives in the charity’s governing instrument. Publish the stated charitable purposes on platforms (For example, Charity Portal, website, social media channels, and so on) that can be easily accessed by the public.Yes
2Develop and implement strategic plans to achieve the stated charitable purposes.Yes
3Have the Board review the charity’s strategic plans regularly to ensure that the charity is achieving its charitable purposes, and monitor, evaluate and report the outcome and impact of its activities.Yes
4The Board and Management are collectively responsible for achieving the charity’s charitable purposes. The roles and responsibilities of the Board and Management should be clear and distinct.Yes
5The Board and Management should be inducted and undergo training, where necessary, and their performance reviewed regularly to ensure their effectiveness.Yes
6Document the terms of reference for the Board and each of its committees. The Board should have committees (or desig nated Board member(s)) to oversee the following areas*, where relevant to the charity:
a. Audit
b. Finance

* Other areas include Programmes and Services, Fund-raising, Appointment/ Nomination, Human Resource, and Investment.
Yes
7Ensure the Board is diverse and of an appropriate size, and has a good mix of skills, knowledge, and experience. All Board members should exercise independent judgement and act in the best interest of the charity.Yes
8Develop proper processes for leadership renewal. This includes establishing a term limit for each Board member. All Board members must submit themselves for re-nomination and reappointment, at least once every three years.Yes
9Develop proper processes for leadership renewal. This includes establishing a term limit for the Treasurer (or equivalent position).

For Treasurer (or equivalent position) only:

a. The maximum term limit for the Treasurer (or equivalent position like a Finance Committee Chairman, or key person on the Board responsible for overseeing the finances of the charity) should be four consecutive years. If there is no Board member who oversee the finances, the Chairman will take on the role.

i. After meeting the maximum term limit for the Treasurer, a Board member’s reappointment to the position of Treasurer (or an equivalent position may be considered after at least a two-year break.

ii. Should the Treasurer leave the position for less than two years, and when he/she is being re-appointed, the Treasurer’s years of service would continue from the time he/she stepped down as Treasurer.
Yes
10Ensure the Board has suitable qualifications and experience, understands its duties clearly, and performs well.

a. No staff should chair the Board and staff should not comprise more than one-third of the Board.
Yes
11Ensure the Management has suitable qualifications and experience, understands its duties clearly, and performs well.

a. Staff must provide the Board with complete and timely information and should not vote or participate in the Board’s decision-making.
Yes
12Conduct appropriate background checks on the members of the Board and Management to ensure they are suited to work at the charity.Yes
13Document the processes for the Board and Management to declare actual or potential conflicts of interest, and the measures to deal with these conflicts of interest when they arise.

a. A Board member with a conflict of interest in the matter(s) discussed should recuse himself/herself from the meeting and should not vote or take part in the decision-making during the meeting.
Yes
14Ensure that no Board member is involved in setting his/her own remuneration directly or indirectly.Yes
15Ensure that no staff is involved in setting his/her own remuneration directly or indirectly.Yes
16Establish a Code of Conduct that reflects the charity’s values and ethics and ensure that the Code of Conduct is applied appropriately.Partial Compliance
17Take into consideration the ESG factors when conducting the charity’s activities.Partial Compliance
18Implement and regularly review key policies and procedures to ensure that they continue to support the charity’s objectives.

a. Ensure the Board approves the annual budget for the charity’s plans and regularly reviews and monitors its income and expenditures (For example, financial assistance, matching grants, donations by board members to the charity, funding, staff costs and so on).
Yes
19Implement and regularly review key policies and procedures to ensure that they continue to support the charity’s objectives.

b. Implement appropriate internal controls to manage and monitor the charity’s funds and resources. This includes key processes such as:

i. Revenue and receipting policies and procedures;
ii. Procurement and payment policies and procedures; and
iii. System for the delegation of authority and limits of approval.
Yes
20Seek the Board’s approval for any loans, donations, grants, or financial assistance provided by the charity which are not part of the core charitable programmes listed in its policy. (For example, loans to employees/subsidiaries, grants or financial assistance to business entities).Yes
21Regularly identify and review the key risks that the charity is exposed to and refer to the charity’s processes to manage these risks.Yes
22Disclose or submit the necessary documents (such as Annual Report, Financial Statements, GEC, and so on) in accordance with the requirements of the Charities Act, its Regulations, and other frameworks (For example, Charity Transparency Framework and so on).Partial Compliance
23Generally, Board members should not receive remuneration for their services to the Board. Where the charity’s governing instrument expressly permits remuneration or benefits to the Board members for their services, the charity should provide reasons for allowing remuneration or benefits and disclose in its annual report the exact remuneration and benefits received by each Board member.Yes
24The charity should disclose the following in its annual report:

a. Number of Board meetings in the year; and
b. Each Board member’s attendance.
Yes
25The charity should disclose in its annual report the total annual remuneration (including any remuneration received in the charity’s subsidiaries) for each of its three highest-paid staff, who each receives remuneration exceeding $100,000, in incremental bands of $100,000. Should any of the three highest-paid staff serve on the Board of the charity, this should also be disclosed. If none of its staff receives more than $100,000 in annual remuneration each, the charity should disclose this fact.Yes
26The charity should disclose in its annual report the number of paid staff who are close members of the family of the Executive Head or Board members, and whose remuneration exceeds $50,000 during the year. The annual remuneration of such staff should be listed in incremental bands of $100,000. If none of its staff is a close member of the family of the Executive Head or Board members and receives more than $50,000 in annual remuneration, the charity should disclose this fact.Yes
27Implement clear reporting structures so that the Board, Management, and staff can access all relevant information, advice, and resources to conduct their roles effectively.

a. Record relevant discussions, dissenting views and decisions in the minutes of general and Board meetings. Circulate the minutes of these meetings to the Board as soon as practicable.
Yes
28Implement clear reporting structures so that the Board, Management, and staff can access all relevant information, advice, and resources to conduct their roles effectively.

a. The Board meetings should have an appropriate quorum of at least half of the Board, if a quorum is not stated in the charity’s governing instrument.
Yes
29Develop and implement strategies for regular communication with the charity’s stakeholders and the public (For example, focus on the charity’s branding and overall message, raise awareness of its cause to maintain or increase public support, show appreciation to supporters, and so on).Yes
30Listen to the views of the charity’s stakeholders and the public and respond constructively.Yes