BOARDROOM MATTERS

Serving with purpose: Expectations of non-profit board directors

Unlike directors of listed companies, NPO directors operate in an environment where the Code of Corporate Governance, Companies Act and SGX Listing Rules do not apply

    • Most NPOs are led by boards made up of unpaid volunteers, whose motivations tend to stem from service, purpose and professional pride.
    • Most NPOs are led by boards made up of unpaid volunteers, whose motivations tend to stem from service, purpose and professional pride. PHOTO: PIXABAY
    Published Fri, Oct 10, 2025 · 05:00 AM

    IN RECENT years, Singapore has seen a steady increase in the number and diversity of non-profit organisations, or NPOs. These organisations vary widely in their missions, beneficiaries and governance requirements – and in the expectations of their boards.

    An NPO director, unlike a listed company director, is not primarily focused on shareholder value or maximising profits. Instead, an NPO director’s impact is measured in social outcomes, community trust and mission delivery. Resources are often limited, and the line between governance and execution can be tenuous.

    Moreover, the personal stakes are different. Many NPO directors contribute both time and donations. Their credibility and networks often become part of the organisation’s capital.

    Unlike directors of listed companies, NPO directors operate in an environment where the Code of Corporate Governance, Companies Act and SGX Listing Rules do not apply. Instead, they are guided by sector-specific codes such as the Charity Council’s Code of Governance for Charities and IPCs. These differences influence both who is invited to serve and what is expected of them.

    And unlike listed companies, whose directors are paid, most NPOs are led by boards made up of unpaid volunteers, whose motivations tend to stem from service, purpose and professional pride.

    Different types of NPOs

    NPOs include charities with Institution of Public Character (IPC) status, which qualify for tax-exempt status and rely heavily on public donations, such as those supporting low-income groups or persons with disabilities. Then there are arts, cultural and religious organisations, including museums, libraries and performance groups that are often dependent on grants.

    BT in your inbox

    Start and end each day with the latest news stories and analyses delivered straight to your inbox.

    Some organisations operate at the intersection of these causes, such as ART:DIS which creates opportunities for persons with disabilities through the arts. And there are professional bodies, for example, which serve their members rather than the general public.

    Understanding the ecosystem each NPO operates in, including regulatory expectations, funding models and community relationships, is critical for any NPO director.

    Wearing multiple hats

    A hallmark of NPO directorship is multiple roles and responsibilities. Beyond the traditional duties of strategy, oversight and stewardship, NPO directors often step into hands-on roles, such as fundraiser, advocate, professional contributor and volunteer leader. In smaller NPOs, these roles blur further, with directors sometimes acting in quasi-executive capacities. This flexibility, while sometimes essential for the organisation’s survival, demands clarity on where governance ends and operations begin.

    As with any organisation, effective governance is the cornerstone of a thriving charity. In the dynamic landscape of the non-profit sector, boards members, who often take on different roles to support the needs of the charities they serve, must be equipped with the right knowledge, skills and expertise to perform these roles in an ecosystem with evolving social needs and regulatory environments.

    Attributes of a good NPO director

    While every NPO has unique needs, certain attributes consistently distinguish effective directors in the non-profit space.

    First, mission alignment is the starting point. A genuine belief in the organisation’s cause is essential. This alignment fuels sustained commitment, especially when the work is unpaid and may demand substantial personal time. A donor stewardship mindset comes with the territory. For example, even if not directly soliciting donations, every director should be able to articulate the organisation’s value and open doors to potential supporters.

    Second, adaptability and the ability to shift from boardroom deliberations to on-the-ground problem-solving is key. NPO directors often juggle governance with operational involvement. While serving diverse communities and operating in culturally specific contexts, directors must navigate these respectfully and be aware of cultural and religious sensitivities.

    Third, board members are often tapped on for their professional competence, especially in the non-profit space. Legal, accounting, human capital, marketing, or sector-specific expertise can be invaluable when the organisation cannot afford to outsource.

    Preparing for the role

    Because of these distinct demands, bodies like Singapore Institute of Directors and National Council of Social Service have published specialised guidance for NPO directors, covering governance principles, compliance obligations, and ethical considerations tailored to the sector. Programmes such as Governance for Outstanding Organisation Directors (SGOOD) help build the competencies needed.

    Before accepting an invitation to serve, a potential NPO director should understand the organisation’s mission, financial health and governance practices. Candidates should also assess whether they can meet the time and role expectations, including possible hands-on tasks. Directors must be aware of the specific regulatory framework, for example, the Charity Council’s Code of Governance or rules on IPC fundraising.

    Public accountability is critical. While corporate boards answer to shareholders, NPO boards are accountable to donors, beneficiaries, volunteers, regulators and the wider community. Decision-making is often consensus-driven, especially in volunteer-led settings. Above all, directors must prioritise and uphold transparency and integrity in all dealings.

    Serving as an NPO director is a uniquely demanding and rewarding form of leadership. It calls for more than governance know-how and demands personal commitment, adaptability, professional contribution and the ability to work in resource-constrained, mission-driven environments.

    The right director can help an NPO not just survive, but thrive, enabling it to fulfil its purpose, safeguard its reputation and deliver real impact to the communities it serves.

    The writer is a member of the Governing Council of the Singapore Institute of Directors.

    Copyright SPH Media. All rights reserved.