If you sit on a charity's governing board in Singapore, the Code of Governance for Charities and IPCs is the document that quietly shapes how the Commissioner of Charities, your donors and the public judge your committee. It is worth being precise about what it actually demands, because the brief many committees work from gets one thing wrong: the Code is not a statute your committee must obey clause by clause. It runs on a comply or explain basis, and what your committee genuinely must do each year is submit a Governance Evaluation Checklist that tells the public, honestly, where you stand against it. This guide sets out what the Code expects, what is mandatory and what is recommended, and where the line falls between the two.
What the Code of Governance actually is
The Code of Governance for Charities and IPCs was developed by the Charity Council, first published in 2007 and refined several times since. The version your committee should be working from is the April 2023 Code, which applies to every financial year commencing on or after 1 January 2024. It sits beneath the Charities Act 1994 rather than inside it: the Act and its regulations are the binding law, while the Code is the Council's statement of recommended governance practice that gives concrete shape to a board's duties.
The distinction matters in practice. A board member who breaches the Charities Act can face regulatory action, disqualification or, for dishonest conduct, prosecution. A charity that falls short of a Code guideline faces no automatic penalty, provided it explains the shortfall. The sanction for ignoring the Code is reputational, not criminal, and for a charity that depends on public donations, reputation is rarely a soft consequence. That is why treating the Code as optional is a mistake even though, strictly, much of it is.
The legal framework your committee operates within
The governing law is the Charities Act 1994 and its subsidiary regulations, administered by the Commissioner of Charities through the Charity Portal. A registered charity must keep proper accounts, file its annual report and statements, and ensure its governing board members remain fit to serve. Anyone convicted of an offence involving dishonesty or deception is automatically disqualified from acting as a governing board member, key officer or trustee, and a board that lets a disqualified person serve exposes itself to real risk.
The Code is layered on top of this statutory base. It is organised into six principles covering mission and objectives, an effective board and management, responsible and fair conduct, sound management and forward planning, accountability and transparency, and active communication to sustain public confidence. Its guidelines are tiered by the charity's size and status, so a small community group is assessed against fewer expectations than a large IPC handling substantial public funds. The full text, with the tier tables that tell you which guidelines apply to your charity, sits on the regulator's site; the Charity Council's official Code of Governance for Charities and IPCs is the authoritative reference and should anchor any internal policy your board adopts. A committee setting up its governance from scratch will find it efficient to build the founding papers around these principles from the outset, which is what a structured charity governance pack drafted for the Charities Act 1994 is designed to do.
Comply or explain: what is mandatory and what is not
This is the heart of the matter, and the part most committees misread. The Code does not require compliance. It requires disclosure. Every charity to which the Code applies must submit a Governance Evaluation Checklist (GEC) online through the Charity Portal, and that checklist is published for anyone to view. Where your charity complies with a guideline, you say so. Where it does not, you explain why, whether the guideline is not yet relevant to your size, or you are working towards it, or you have a considered reason for a different approach.
So the genuine obligation is twofold. First, submit the GEC truthfully and on time. Second, stand behind whatever explanations you give, because they are public. Giving false information in a submission to the Commissioner can constitute a criminal offence, punishable by a fine or imprisonment, so the checklist is not a box-ticking formality. There is one practical carve-out worth knowing: a charity whose gross annual receipts or total expenditure, whichever is higher, falls below fifty thousand dollars is excluded from submitting the GEC, though it is still encouraged to apply the principles. Exempt charities, such as universities or religious bodies established by statute, and self-funded grantmakers also sit outside the Code, while remaining welcome to use it.
The board duties the Code expects you to embed
Beneath the comply-or-explain mechanism, the Code asks a board to do a recognisable set of things, and these are where most committees should focus their energy. The board should set the charity's strategic direction and check that programmes serve the stated objects, rather than drifting into activities the governing instrument never contemplated. It should meet regularly, keep proper minutes, and ensure no single individual dominates decision-making. The Code encourages a maximum term limit for the treasurer or equivalent, and discourages staff from sitting as voting board members, both aimed at keeping financial oversight independent.
Conflicts of interest receive particular attention. A board member with a personal or business interest in a transaction should declare it and step back from the decision, and the charity should record how the conflict was handled. The Code also expects a reserves policy, a documented approach to managing funds, and, for charities that work with volunteers, a volunteer management framework. None of this lives in a vacuum: a charity that collects personal data from members, donors or beneficiaries must also meet its obligations under the Personal Data Protection Act 2012, which governs how that data is consented to, used and stored. Getting these policies written down, rather than held informally in the chair's head, is what separates a board that can answer the GEC honestly from one that scrambles each year.
Putting your governance documents in order
Most committees find the gap between the Code and reality is not understanding but documentation. The principles are sensible; the missing piece is having them written into governing papers, policies and resolutions that a regulator, an auditor or a new board member can actually read. This is where preparing the right documents in advance pays off.
A charity registered as a company limited by guarantee, for instance, needs a constitution that aligns with both the Companies Act 1967 and the Code's expectations on board conduct, which a CLG constitution drafted for the Companies Act 1967 is built to handle. A society registered with the Registrar of Societies needs a constitution tuned to the Societies Act 1966, and a society constitution for the Registrar of Societies covers objects, membership, the committee and meetings in the form the Registrar reviews. Around these sit the conflict-of-interest declarations, reserves policy and board resolutions the Code wants to see. Working through the non-profit and association documents for Singapore lets a committee assemble a coherent governance set, adapted to local law, and download each piece in Word and PDF so it can be tailored, signed and filed without waiting on external drafting.
Common mistakes committees make
The first and most frequent error is treating the GEC as a paperwork chore to be completed at the last minute, rather than a public statement the board has reviewed and approved. A checklist submitted without the board's genuine endorsement, or padded with optimistic answers the charity cannot back up, invites exactly the scrutiny it was meant to avoid. The second is confusing the Code with the law. Committees sometimes panic over a Code guideline they have not met, not realising they can explain a gap, while overlooking a hard Charities Act obligation such as timely annual submissions, where there is no comply-or-explain cushion at all.
A third mistake is letting the treasurer serve indefinitely or allowing paid staff to vote on the board, both of which the Code flags and both of which quietly erode the independence of financial oversight. A fourth is failing to handle conflicts of interest on the record, so that a perfectly innocent related-party transaction looks like concealment when it surfaces later. The most damaging error of all is using a constitution copied from another organisation without checking it against the right statute, since a company limited by guarantee, a society and an IPC each answer to different requirements, and a mismatched governing instrument can undermine every policy built on top of it. A board that incorporates as a company should keep its company incorporation and constitution documents consistent with its charity governance papers rather than treating the two as separate worlds.
Frequently asked questions
Is the Code of Governance for charities mandatory in Singapore?
Not in the way a statute is. The Code operates on a comply or explain basis, so compliance with its guidelines is not legally compulsory. What is mandatory is the annual submission of the Governance Evaluation Checklist through the Charity Portal, in which your charity states whether it complies with each applicable guideline and explains any that it does not. Charities below the fifty thousand dollar threshold for gross receipts or expenditure are excluded from this submission, though they are still encouraged to follow the principles. The underlying duties in the Charities Act 1994, by contrast, are binding and carry real consequences if breached.
Which version of the Code should our committee follow?
Your committee should work from the April 2023 Code of Governance for Charities and IPCs, which applies to every financial year beginning on or after 1 January 2024. Earlier versions from 2007, 2011 and 2017 have been superseded for current reporting. The 2023 Code is organised into six principles and tiers its guidelines according to your charity's size and status, so the first practical step is to identify which tier your charity falls into and read the guidelines that apply to it, rather than trying to meet every guideline in the document regardless of relevance.
What documents does our charity need to satisfy the Code?
At minimum, a governing instrument suited to your legal form, whether a society constitution, a company limited by guarantee constitution or a trust deed, plus the policies the Code expects a board to have. These typically include a conflict-of-interest policy, a reserves policy, board meeting minutes and resolutions, and, where relevant, a volunteer management framework and a data protection approach under the Personal Data Protection Act 2012. The point is to have these written down and approved by the board, so the answers you give in the Governance Evaluation Checklist are backed by real documents rather than informal understandings.
What is a Governance Evaluation Checklist and when is it due?
The GEC is an online checklist, submitted through the Charity Portal, in which your governing board records how the charity measures against the applicable Code guidelines. It is published for public viewing, so donors and the public can see your governance posture before deciding to give. It is submitted as part of your charity's annual obligations, alongside your annual report and financial statements, within the timelines set under the Charities Act 1994. Because the board must approve it and the information must be true, treat the GEC as a board decision rather than an administrative form, and make sure the chair or an authorised officer signs off on it.
Can a board member be removed for poor governance?
Governance shortfalls under the Code alone do not automatically remove anyone, since the Code is not a disciplinary statute. The Charities Act 1994, however, automatically disqualifies anyone convicted of an offence involving dishonesty or deception from serving as a governing board member, key officer or trustee, and the Commissioner of Charities has powers to act against mismanagement. A charity's own constitution will also set out grounds and procedures for removing a committee member, which is one more reason to ensure your governing instrument is drafted properly rather than borrowed from another organisation with different rules.
Can we prepare and download our governance documents ourselves?
Yes. A committee can assemble its constitution, board policies and resolutions itself, provided each document is built around the correct Singapore statute for the charity's legal form and reflects the Code's expectations on board conduct, conflicts and financial oversight. Templates tailored to local law let you complete guided fields for objects, membership, the committee and meetings, then download the result in Word and PDF so you can adapt, sign and file it. The value is autonomy and speed without sacrificing alignment to the Charities Act 1994, the Companies Act 1967 or the Societies Act 1966, depending on how your charity is constituted.