School Board

 INTRODUCTION

The foundation and operation of Hunter Valley Grammar School is based on its Constitution and Mission and Values Statements.
 
Hunter Valley Grammar School Limited is a non-profit company limited by guarantee and is committed to best practice governance principles, following ASX guidelines as follows:
l.  Lay solid foundations for management and oversight: publish roles and responsibilities of board and management
2. Structure the Board to add value: have a Board of an effective composition, size and commitment to adequately discharge its responsibilities and duties
3. Promote ethical and responsible decision-making
4. Safeguard integrity in financial reporting: have a structure to independently verify and safeguard the integrity of the company’s financial reporting
5. Make timely and balanced disclosure
6. Respect the rights of stakeholders
7. Recognise and manage risk: establish a sound system of risk management and internal control
8. Encourage enhanced performance: fairly review and actively encourage enhanced board and management effectiveness.
 
1.  BOARD & MANAGEMENT
The Role of the Board
  • Establishing the School’s strategic direction and priorities for the long-term success of the school
  • Monitoring the external operating environment to ensure the School’s strategic direction remains appropriate and achievable;
  • Appointing the Principal, specifying performance expectations, evaluating  performance and rewarding as appropriate;
  • Provision of physical and human resources
  • Risk management.
  • Stewardship on behalf of the School community
  • Determining and articulating the vision for the School.
  • Establishing a policy framework, from which all operational policies and actions are developed and aligned;
  • Monitoring organisational performance and evaluating the results achieved;
  • Monitoring compliance with the relevant legal, legislative and curriculum frameworks.
  • Monitoring compliance with the policies of the Board and those developed by the School;
  • Setting expectations for Board performance and Governance effectiveness;
  • Creating a relationship between Board and Principal that facilitates effective, transparent and accountable managerial leadership and operational performance; and
  • Approval of an annual budget and monitoring financial management
  • Compliance with and periodic review of the Constitution
Members in their Board capacity should raise issues or concerns they may have about matters directly related to the School through the Chair.
 
The Role of the Chair of the Board
The Chair’s role includes:-
  • convening and chairing regular Board meetings
  • setting the Agenda for meetings
  • functioning as the proper channel of communication between the Principal and the Board, and in conjunction with the Principal, the School community and the Board
  • ensuring systems for flow of information to the Board
  • ensuring efficient and effective use of Board members’ time and expertise through formation of, and clear charters for sub-committees
  • no authority to make decisions separate from the Board unless specifically delegated by the School Board 
  • facilitating Board performance appraisal
  • carrying out the duties of office in an environmentally responsible way in all aspects of governance of the school            
The Role of the Principal
  • The Board delegates to the Principal its duties and powers with regard to discipline, courses of study, selection and management of staff, and School activities generally, including Financial Management.
  • The Principal is responsible for the proper conduct and management of the School in accordance with its Mission and Values, and for implementing School policy and the Strategic Plan.
  • The Principal is responsible to the Board as a whole, not the individuals or sub-committees. The Principal has responsibility to report the progress against the Strategic Plan.
  • The Principal must provide the Board with full and complete information on relevant issues, so as to allow sufficient time to consider and then debate these issues.
  • There must be transparency and free disclosure of information between the Board and Principal, while at the same time maintaining the independence of the Board.
  • The Principal is required to attend all Board and Board sub-committee meetings. The Principal will usually retire from meetings when matters directly relating to his terms of contract or performance are being discussed.
2.     THE STRUCTURE OF THE BOARD
The structure of the Board will be consistent with the Constitution.

The Board should ensure that its members comprise people with a diversity of professions, skills and experience.

Sub-committees are not decision-making committees except where their terms of reference specify levels of authority
or where delegated by the Board to carry out a particular function.
 

The Board may convene sub-committees for specific purposes such as:

Asset Management:
Function:      Oversight of the physical development of the School including the initiation and planning of minor and major building projects, and routine maintenance.
Finance:
Function:      Oversight of all financial aspects of the School.
 
Values for Life:
Function:      Oversight of the “Values for Life” curriculum based on the five strands approach (understanding of the major  religions, exploring personal and community values, confronting philosophical questions and making time for personal reflection).
      
The Board has an important role in grooming people for leadership positions on the Board. In this way there is planning for a broad spread of expectations about Board roles and participation.
 
All members of the Board shall be provided with:
  • A letter of appointment outlining the Board’s obligations under the Education Act 1990 and the Education Amendment (Non-Government Schools Registration) Act 2004;
  • These Board governance guidelines;
  • The Code of Conduct for Board Members
  • The Policy Handbook
  • The Mission and Values of the School;
  • The School Constitution; and
  • The Handbook for AHISA Heads and for the information of members of their Governing Bodies.
3.     DECISION MAKING
Board meetings are to be conducted in an efficient manner allowing sufficient time for the important role of future and strategic planning..
 
Efficient and effective Board functioning requires the timely preparation of various reports i.e.
  • Finance
  • Asset Management
  • Values for Life
  • Principal
Once a decision is made by the Board it must be supported by all members including those who may have opposed the decision during debate. A member wishing to revisit a decision must give notice of rescission or amendment for consideration at the next Board meeting.
 
It is each Board member’s responsibility to prepare for Board meetings through careful consideration of circulated minutes, reports and briefing papers prior to each meeting.
 
With respect to the decision-making and approval functions, each issue deserves open and frank discussion prior to its determination; and decisions being made with the full benefit of the shared wisdom and experience of each member of the Board.
 
Discussion papers and other new information should be tabled or electronically circulated for determination at the next meeting (or thereafter, depending on the complexity or urgency of the issue) so that Board members have sufficient time to reflect and prepare.
 
The Board will value the range of experience brought by Board members and will acknowledge this diversity of experience as an asset that can assist it to think broadly about issues confronting the School and to provide considered responses to these issues.
 
4.        FINANCIAL MANAGEMANT AND REPORTING
The Board’s responsibility for monitoring financial management of the School includes oversight of:-
  • the adequacy of HVGS’s accounting systems, internal financial controls, policies and financial disclosures;
  • compliance with relevant laws, regulations, standards and codes;
  • the integrity, regularity and quality of HVGS’s financial information and reporting;
  • the independence, objectivity, scope and quality of the external audit.
The Board is not responsible for the day-to-day tasks involved in ensuring the accuracy of the financial statements. Nor is the Board liable to micro-manage the finances of HVGS.The Board’s primary responsibilities are to consider:
  • the monthly financial statements;
  •  the annual Budget and Annual Financial Report
  • the adequacy of resources devoted to the accounting function to ensure that reporting is of a high quality;
  • the financial risks faced by HVGS in its operations and agree with Management on appropriate arrangements to manage and mitigate those risks;
  • the adequacy of any Management representations made in support of the financial statements and in particular accounting for unusual transactions;
  • key issues and accounting policies and principles inherent in preparing the financial statements;
  • the propriety of any related party transactions and the necessary disclosures required by HVGS governance policy; and
  • HVGS compliance processes in meeting its obligations to the Board of Studies and State and Federal Government subsidy requirements.
  • the appointment of an external auditor
To assist the Board in its financial oversight function, the Bursar may be required to attend all Board and sub-Committee meetings, and must prior to each meeting, prepare financial statements with explanatory comments for the Board.  The periodic financial reports for the Board will include the minutes and recommendations of the Finance Committee, key financial data, bank reconciliation and cash flow statement, balance sheet and statements of income and expenditure on a year to date basis and by comparison with the previous year financial statements. The financial report will provide a clear comparison of performance against budget on a monthly basis.
 
5.        DISCLOSURE
         The Principal has the following responsibilities:
  • Prior to each meeting, to prepare a report for the Board summarising the Principal’s implementation of Board policies and resolutions and other pertinent information about the School’s programmes; and
  • Keep the Board informed of developments in pedagogy and key educational research as they impact on the School’s strategic planning.
Information regarding the composition and structure of the School in terms of student numbers, streams in Junior School, Middle School and Secondary School, and in the four School Houses is made available to Board members through the Principal’s and Bursar’s reports to the Board.
 
Discussion of current wider educational issues is also provided by regular updates from the Principal.
 
The Minute Secretary takes the formal minutes of all Board meetings and prepares a draft for the Chair to approve prior to distribution to members.
 
Minutes should be distributed to members within seven days of a meeting.
 
The agenda, minutes of sub-committees, financial reports, other reports and recommendations, etc should be e-mailed (or other formats as preferred) so as to be received 3 clear days in advance of the meeting. In this way re-reading of detailed reports to the meeting is unnecessary, and those presenting reports need only give an overview and answer any points of clarification.
 
Generally, reports or discussion papers should not be tabled at the meeting. If a paper is to be tabled at the meeting, notice should be provided on the agenda.
 
A careful balance must be achieved between the need for full and clear information, and creating overwhelming or unnecessary detail in reporting, the distribution of papers and discussions.
 
The Board Chair, in consultation with the Principal, shall prepare the agenda for each meeting.
 
Regular meetings maintain a number of standing items that are reported at each meeting. These include the Financial and Principal’s reports (to be prepared in advance and circulated with the agenda, wherever possible), an Occupational Health and Safety report and notification of returns to the NSW Board of Studies.
 
Recommendations from Board Executive or sub-committees should be clearly stated in the minutes of the sub-committee to assist the Board to focus on priority areas and not re-do the work of Executive or the sub-committee. The Agenda should also highlight that a recommendation is made.
 
  • Board documents held by the Principal and Bursar are listed below:
  • Board and Sub-committee Minutes
  • Board Membership List
  • Board Constitution
  • Charters for each Committee
  • Annual Financial Reports
  • Board Governance Guidelines
  • The Annual Report to the NSW Board of Studies (also uploaded to the School’s website) in accordance with requirements for publicly disclosing the educational and financial performance measures and policies of the school as identified by the Minister for Education
  • Director’s Declarations as to Suitability
  • Directors’ Liability Insurance Policy
  • All documentation necessary for compliance with state and federal legislation
  • Policy Manual
 6.     STAKEHOLDERS
The Board will ensure regular communication with all stakeholders via:
·       Annual Report and periodic publications,
·       school functions,
·       surveys,
·       information nights & forums.
·       website
 
 
7.     RISK MANAGEMENT
The Board has a responsibility to manage risk in key areas by :-
  1. identifying risk
  2. assessing risk
  3. developing and implementing policies and procedures to minimise or eliminate risk
  4. monitoring the adequacy of insurance against risk.*
* A significant component in risk management is not only establishing policies and processes designed to minimise or eliminate risk, but also to keep current all relevant insurances to minimise any negative financial impact on the School.
 
Key risks areas for the school include:
  • Child Protection
  • Occupational Health and Safety
  • Workplace Relations
  • Public Liability
  • Employer’s Liability
  • Anti-Discrimination Liability
  • Personal and Workplace Injury on and off campus
  • Obligations under the Privacy Act
  • Financial Management
  • Asset Management
  • Environmental?
  • Food Act 1989
  • Dangerous Goods Act 1975
 
The Board is responsible for the introduction of policies and procedures which comply with the requirements of relevant legislation in the key risk areas.  The Principal is responsible for the implementation of such policies and procedures, and the provision of relevant reports to the Board to ensure compliance.
 
In accordance with the Education Act 1990 (NSW) as amended by the Education Amendment (non‑Government Schools Registration) Act 2004 (NSW), each Board member, the Principal and each responsible person for the School should sign a declaration that he or she is not:
         (a)    a 'disqualified person' who is no longer permitted to act as a Director;
         (b)    bankrupt or insolvent;
         (c)    largely responsible for any refusal to register, or cancellation of registration of the School or any other school,
                 during the previous five years,
         (d)    convicted of an offence that is punishable by imprisonment for 12 months or more;
         (e)    prohibited by the Child Protection (Prohibited Employment) Act 1998 from seeking, undertaking or remaining in
                 child related employment; and
         (f)     will declare any personal interest or conflict of interest in relation to his or her position as a responsible person
                 for the school, and
         (g)    will notify the Principal and or the Chair in the event that he or she is no longer able to make the declarations in 
                 (a) to (f) inclusive.
 
8.     BOARD AND MANAGEMENT PERFORMANCE
 
All Board members should be appraised. This could include both internal and external evaluation appraisal. Two elements may be appraised:
  • the Board’s performance as a whole; and
  • the performance of individual members, including the Chair.
Any external appraisal may include consultation with the wider School community. The Chair has a role in reviewing the performance of all Board members, focussing on key themes, such as participation, workload and generation of ideas.
 
Appraisal of the Board governance performance may be on two levels –
 
1)   relating to attendance, documentation and other aspects of Board process and quality assurance; and
2)   whether the Board has shown good judgement, has been hardworking and effective in leading the School in a positive direction, congruent with the School’s Mission and Values.
 
The Board will
●      develop and implement a formal performance appraisal plan for the Board and its members which includes measurement against the Code of Conduct and the Strategic Plan
●      Have oversight of the development and implementation of a role description, appraisal plan and remuneration process for the Deputy Principal and Bursar
●      Develop and implement a role description, appraisal plan and remuneration process for the Principal
 
The Board is a body corporate and its members are subject to certain legal requirements. Each Board member has the following obligations:
  • To act in good faith in the best interests of the School;
  • To exercise Board powers for a proper purpose and not to exceed or abuse them;
  • To act transparently and with integrity;
  • To avoid conflicts of interest or duties;
  • To act with reasonable care, skill and due diligence;
  • To make themselves available for training in skills for governance and financial planning, as appropriate;
  • Not to make improper use either of Board membership or information gained from that position; and
  • Not to accept remuneration or benefits, in keeping with the School’s not-for-profit status.
  • To inform the Board of Studies should the School be formally notified in writing of it being in breach of any of             following legislation:
    • Ombudsman Act 1974
    • Child Protection (Prohibited Employment) Act 1998
    • Commission for Children and Young People Act 2000
    • Occupational Health and Safety Act 2000
    • Environmental Planning and Assessment Act 1979
    • Food Act 1989
    • Dangerous Goods Act 1975
 As an effective Board the Hunter Valley Grammar Board will:
  • understand and take into account the culture and norms of the individual School they govern;
  • ensure that members are well informed about their School and the Board’s roles, responsibilities, legal obligations and performance;
  • nurture the development of the Board as a group; and
  • envision and shape institutional development by focusing on a strategic approach to the School’s future.