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Corporate Governance

Corporate Governance
The Society for the Prevention of Cruelty to Animals (SPCA) complies with the principles and guidelines of the Code of Governance for Institutions of a Public Character (IPCs) and is committed to upholding the values of good stewardship, accountability and transparency within our organisation.

The SPCA is governed by its Management Committee whose members are all volunteers, and receive no remuneration or benefits for their voluntary service.

Strategic Direction
The Management Committee is responsible for setting a clear vision for SPCA through its mission and objectives, and ensures that adequate resources are allocated to the development as well as the provision of appropriate services and activities. The Management Committee is responsible for setting the policies of SPCA and ensures that it is governed and managed responsibly and prudently. The Management Committee conducts an annual strategic workplan to determine the SPCA’s direction and action plan.

Board Recruitment and Re-Election
They are elected annually by the members of SPCA at its Annual General Meeting in accordance with its Constitution, to hold office for one year. They will retire at the next Annual General Meeting but will be eligible for re-election with maximum term limits in place. All persons nominated to be Committee Members shall:-

  1. Be aged 18 years and over and have not been convicted of an offence involving deception or dishonesty or be convicted or investigated under Part IV Prevention of Cruelty to Animals and Birds Act;
  2. Have been an Ordinary or Life Member of the Society for a period of no less then twelve (12) months before accepting nomination for the Committee.
  3. Have been a volunteer serving with the Society for a period of no less than six (6) months in the two year period prior to accepting nomination for the Committee PROVIDED that the Committee shall have the discretion to waive the requirement of sub clauses (b) or (c) above where deemed necessary or expedient to do so.

Code of Conduct
The SPCA adopts a Code of Conduct for the guidance of its Management Committee members and staff in effectively carrying out their duties and responsibilities. All staff and Management Committee members undertake to abide by this Code of Conduct, which includes a conflict of interest policy. During the financial year, there have been zero incidences of conflicts of interests reported.

Board Performance and Effectiveness
Annually, the Management Committee conducts a comprehensive self-evaluation to assess its collective and individual performance. This evaluation is guided by a set of predefined criteria and benchmarks, which are designed to align with the SPCA’s strategic objectives, and the principles outlined in the Code of Governance. The HR and Admin sub-committee plays a pivotal role in overseeing the board’s performance evaluation process. They regularly monitor and review board activities and performance metrics to ensure adherence to governance standards. As part of the yearly workplan development, feedback is actively solicited from committee members, staff, and other stakeholders regarding the board’s performance and effectiveness. This feedback is incorporated into the annual self-evaluation process to identify areas for improvement.

Remuneration Setting
The Management Committee whose members are all volunteers receive no remuneration or benefits for their voluntary service. Staff are not involved in setting their own remuneration and there are no paid staff(s) who are close members of the family of the executive director or management committee members.

Financial Management and Internal Controls
There are documented procedures in place for financial matters in key areas including Purchasing procedures & controls, Receipting, Payment procedure & controls and an approval matrix for limits of approvals and the delegation of authorisation.

Volunteer Management Policies

Whistle-Blowing Policy There is a whistle-blowing policy in place. In order to avoid any conflict of interest, and to facilitate reporting, concerns should be reported as follows:

Email (Audit Committee): [email protected]
Email (Executive Director): [email protected]

To enable the SPCA to effectively address concerns raised, the following information should be provided, where possible:

  • Name(s)/company(ies) involved
  • Date, time and location of incident
  • Frequency of occurrence of the incident
  • Value of any money/assets concerned
  • Physical evidence (if any)
  • Any other information that may substantiate

We encourage whistle-blowers to include their names or contact email in case further information or clarification is required.

There have been no whistle-blowing reports in the last financial year reported to the Audit Committee.

Main Terms of Reference for the Management Committee
The Management Committee’s terms of reference are set out in the SPCA’s Constitution. Key terms are extracted below:

  • The administration of the Society shall be vested in a Committee of up to 11 Members, namely: a Chairman, Vice-Chairman, Hon. Secretary, Hon. Treasurer, and to a maximum of 7 other Members.
  • The Committee shall be elected annually by the Members eligible to vote at the Annual General Meeting, and they shall continue in office until the next Annual General Meeting at which all Committee Members will automatically retire but shall be eligible for re-election
  • The Committee shall have the following powers and functions:-
  1. To decide all matters concerning the policy, management and working of the Society.
  2. To be the sole Authority for the interpretation of the Constitution and Rules of the Society.
  3. To monitor the Society’s compliance with its legal obligations – ensuring that quality systems and controls are developed as part of the risk management strategy.
  4. To monitor the Society’s financial and non-financial performance, approving major operating plans, budgets and capital expenditure.
  5. To appoint, employ and remunerate auditors, legal advisers, veterinarians, shelter staff, inspectors, administration staff or other servants or agents as it may from time to time deem necessary, and to terminate any such appointment or employment at any time.
  6. To appoint an Executive Director in charge of the Society’s day to day operations and review his performance.
  7. To delegate and refer such of its powers and duties to any Sub-Committee or person which it shall deem necessary, provided, that any decision or action of such Sub-Committee, or person shall have no force or effect unless and until it is confirmed by the Committee.
  8. To effect such insurances for the employees of the Society and its volunteers whilst they are engaged in the business of or furthering the affairs of the Society, as the Committee deems necessary.
  9. To pay such traveling and out-of-pocket expenses incurred on the authorized business of the Society and such other outgoings as may be deemed necessary or advisable.
  10. To call an Extraordinary General Meeting in accordance with Rule 13 of the Constitution.
  11. To carry out all or any of the objects of the Society and to do all such lawful things as may be necessary for the attainment of such objects provided that nothing shall be done solely for commercial reasons or solely for profit.
  12. To sell, lease or otherwise deal in any other manner with all or any of the property or assets, whether movable or immovable, for the time being belonging to the Society, upon such terms and conditions as the Committee thinks fit, and to direct the Trustees to do all such acts and things as may be necessary to carry any such transactions into effect and no persons dealing in good faith with the Trustees and/or the Committee in any such transaction shall be put to any enquiry as to the propriety of the same or be concerned in any way as to the purpose for which any money accruing therefrom is being expended or in fact expended.

Board Committees and Terms of References

Strategic Plan
The SPCA’s strategic plan for 2023 – 2025 are guided by the following pillars.

To this end, the SPCA will be intensifying its efforts in advocacy, community engagement and education as we continue to care, treat and rescue animals in need. More details of the work we do can be found in our annual reports.