Like many independent schools, particularly those with no religious affiliation, Ascham is a not-for-profit company limited by guarantee. The company was established in 1937 by the School's longest serving headmistress, Miss Margaret Bailey, who had previously privately owned the School. She transferred ownership to the company in order to secure the School's perpetual succession.
The company has no shareholders, only members, who are not entitled to share in the revenue or capital of the School, but are required to make a token nominal contribution were it ever wound up. In other ways they occupy a position akin to shareholders: they receive the Company's annual report and attend and vote at general meetings.
Publications and reports
Constitution of the Company (PDF)
Annual Report 2015 (PDF)
Who are the members and how are they appointed?
The members of the company are people who have a long-term connection with Ascham. Currently there are about 200. They have been appointed because they share a dedication to Ascham as an institution, a continuing interest in Ascham, and a significant understanding of Ascham. They include former students, parents, governors and senior staff—all of whom have in one way or another contributed significantly to the School and demonstrated the necessary long-term connection and dedication.
As is common in companies limited by guarantee, the members are appointed by the directors (the Council of Governors). The Nominations Committee of Council gathers input widely, including from the Head of School and the Foundation. Members are proposed by the Nominations Committee and approved by the full Council. There is no term on the appointment.
Who manages the school?
There is a normal corporate structure. The company's directors, known as Governors, form a Council which oversees the direction of the school. The Council works with the Head of School and the Senior Leadership Team to determine the school’s strategic objectives and key strategic initiatives. The Council monitors financial performance and risk and approves key policy changes and the annual budget. The Council appoints the Head of School and sets and reviews his/her performance. It also approves major changes to the organisation structure and senior leadership team appointments proposed by the Head of School. The Council also approves major investment decisions related to property, information technology, long term contracts etc.
Operational management is in the hands of the Head of School, Andrew Powell, who reports to the Council of Governors. The Business Manager of the school, Louise Mooney, reports to the Head and also to the Council. The Head of School is responsible for all operational decisions related to teaching staff, students and day to day management of the school
Who is the Council, and how is it appointed?
There are currently 12 Governors who have a variety of skills and experience: five are currently parents at the school, six are former parents, and four are old girls. Seven are women, including the chair Ms Nell Anderson, five are men. All act in a voluntary capacity.
Governors are normally appointed initially by the Council, at the recommendation of the Nominations Committee of the Council, and then stand for election at the next general meeting of the company. All Governors must be members of the company, and any new Governor who is not already a member, will be made a member of the company when appointed as a Governor. This allows Council to benefit from the widest mix of skills, background and experience within the Ascham community.
Under the Constitution, three Governors a year (including one Old Girl Governor) must stand down but may stand for re-election. Governors are normally expected to serve for a minimum of nine years. There is no fixed limit for Governors’ terms, but policy is to balance the need to keep the Council appropriately skilled, diversified and refreshed, with the need for corporate memory and experience in a long-term institution. Under the Constitution, at least three Governors must be Old Girls. All Governors (including Old Girl Governors) are expected to represent the interests of the whole school. Governors are not selected to represent specific constituencies.
Selection of the Chair of Council is a transparent process involving all current Governors and led by the Chair of the Nominations Committee. It is expected the Chair of Council will hold the role for a minimum of six years.
How does Council work?
Each year there are nine regular Council meetings in the evening and another two weekend strategy meetings. There are additional formal or informal meetings when required. Items considered at the regular meetings during the year include monthly reports from the Head of School and the Business Manager, and reports from others on aspects of the school, the budget, accounts and annual reports, policy issues, capital projects and major commitments. Various Governors attend a number of school functions during the year, including biannual meetings with parents, arranged by the Parents' Association.
The Head of School and the Business Manager, who is also the company secretary, attend Council meetings. Other senior staff and individuals attend as needed.
The Council expects open and full participation of Governors and school leaders in its discussions. Debate is encouraged, as is transparency. The Council expects recommendations and decisions to be evidenced based. Governors who are current parents do not bring personal issues to the table. Confidentiality is expected and once decisions are made all governors are expected to support them.
In line with standard corporate practice, the chair has regular informal meetings with the Head, and the Honorary Treasurer has frequent discussions with the Business Manager, particularly in connection with preparation of budgets and the annual accounts. The chair of the Council's Building Committee also meets with the Business Manager, architects and others, particularly when there are major building projects underway. Other members of Council are available to assist staff when their expertise or experience is required.
The Council conducts an annual performance review with feedback collated by a third party and uses this information to improve its effectiveness.
Committees and task forces
Governors sit on Council committees and on task forces set up to look into particular issues.
There are four Council Committees:
- The Finance and Risk Management Committee, currently chaired by the Honorary Treasurer, Mr Steven Harker, has non-executive responsibility to the Council for overseeing all areas of financial and risk management and audit, including investment strategies, budgetary processes, capital works programs, financial statements and reporting, internal accounting and control systems and its internal audit. Among other things it supervises the preparation of the School's budget for submission to the Council and monitors performance against the budget.
- The Building Committee, currently chaired by Mrs Angela Kent, works with the Head of School and Council to identify the best results that can be attained within the school’s built environment. It recommends appointment of appropriate external consultants including architects and engineers. It reports to Council on the capital works budget and contract administration, and oversees briefing and terms of engagement of building consultants. The Committee from time to time assesses potential property acquisitions and recommends appropriate action to Council. It oversees significant construction in that a member of the committee acts as joint client representative in conjunction with a member of the school executive.
- The Nominations Committee, currently chaired by Prof Stephen Garton, is responsible for recommending to the Council policies regarding company membership and membership of the Council. It nominates and reviews candidates for membership of the company and recommends candidates for Council approval. It reviews succession planning on the Council and identifies and recommends potential Governors for Council approval.
- The Network Committee, currently chaired by Ms Caroline Gurney, looks at ways to establish and sustain a lifetime connection and sense of belonging with each of the constituent communities of the School, including Old Girls, current and former parents, and staff.
The purpose of task forces is to provide additional support to the Head of School in areas requiring particular investigation where Governors have relevant expertise. There are usually one or two task forces in operation at any time.
Committees meet on average four times a year.
In addition, three Governors sit on the board of the School's Foundation: Ms Nell Anderson, Ms Karen Phin and Mrs Nicola Swift.
Ms Janet Nell Anderson
Nell Anderson has been a Director of the Company since 2014 and Chair of the Ascham Council of Governors since 2016. Nell is a non-executive director after a 32-year executive career in the pharmaceutical and tourism industries. Nell is a director for Australia MedicAlert Foundation and Campbell Page. Previously, Nell owned a corporate strategy company called Intersection 1 after leaving Tourism Australia as Executive General Manager, Strategy and Research. Prior to joining Tourism Australia in 2008, Nell worked in strategy and marketing in the pharmaceutical industry for 26 years, with the last 11 years in the Asia Pacific Region. Nell has been a Council appointed Director of Ascham Foundation Limited since 2015. Nell is an Old Girl of the School and her daughter Geena Dunne attended the School, leaving in 2011.
Mr Steven J Harker
A Director of the Company since 2008, Honorary Treasurer since September 2008 and Chair of the Finance Audit and Risk Management Committee. Steve Harker has over 30 years of experience in investment banking with Morgan Stanley and BZW. He is Vice Chairman of Morgan Stanley Australia. He is also a Guardian of the Future Fund and a Director of the Banking and Finance Oath. His two daughters, Clare and Rachel, attended Ascham, finishing in years 2001 and 2003 respectively. Steve is passionate about both Ascham and the Dalton Plan and as Treasurer wants to help continue both the sound financial footing of the School and facilitate its future growth.
Mr Hugh R Cooke
Hugh Cooke has been a Director of the Company since 2015. Hugh is Managing Director of Roundhouse Property Trust, Director of Binowee Developments Pty Limited and was formerly a Director in the Commonwealth Public Sector. Hugh holds a Bachelor of Economics from Sydney University, a Diploma in Financial Services, is a Fellow of CPA and has had extensive experience in agricultural finance providing advice to cropping and grazing corporates throughout eastern Australia. Hugh has one daughter who is an Old Girl of Ascham.
Mr Richard H Enthoven
Richard Enthoven has been a Director of the Company since 2015. Richard is the Founder of the Hollard Insurance Company and Greenstone Ltd. He currently serves as the CEO of the Hollard Insurance Company and the Chairman of Greenstone. He has also served as a Director of The Hollard Insurance Company and The Hollard Life Insurance Company in South Africa since 2004, including Chairman of both companies from 2008 to 2014.Richard is also a Director of the Insurance Council of Australia and serves on the Advisory Board of Head Over Heels, a not-for-profit organisation that supports a portfolio of high-potential women-owned businesses.Richard holds an MSc from the London School of Economics and a BA from the University of Southern California. Richard has one daughter attending the School.
Professor Stephen R Garton
Stephen Garton is a Professor of History and Provost and Deputy Vice-Chancellor at the University of Sydney. Professor Garton is a graduate of the University of Sydney and the University of NSW and a Fellow of the Australian Academy of the Humanities, the Academy of Social Sciences in Australia and the Royal Australian Historical Society. He has served on the Editorial Board of the Australian Dictionary of Biography, the Executive Committee of the Australian Historical Association, the Council of the Australian Academy of the Humanities, the Board of the United States Studies Centre and the Advisory Board of the Australian Research Council. He is committed to enhancing the quality of educational opportunities for Australians. He is married to an Ascham Old Girl and his daughter is also an Old Girl of the School.
Ms Caroline E Gurney
Caroline Gurney has been a Director of the Company since 2010. She is a Managing Director and Director of Marketing & Communications for UBS Australia and a director of the UBS Australia Foundation. She is also a member of the Council of UNSW Faculty of Medicine. She has one daughter attending the school.
Mr David A Maloney AM
David Maloney AM became a Governor in 2016. David has practised as a lawyer, specialising in Resources and Energy Law, for over 40 years. He is a Director of Greymouth Petroleum Holdings Limited; a trustee of the Art Gallery of NSW Foundation, a former Chair and current Council Member of the Sydney Symphony Orchestra, a former director of World Wide Fund for Nature Australia and Kaldor Public Arts Projects, and a former Member of the Council of Wesley College, Perth WA. In 2013, David was made a Member in the Order of Australia for services to the arts and the law. His daughter, Mollie, completed her studies at Ascham in 2013.
Ms Karen L Phin
Karen Phin has been a Director of the Company since 2014 and a Council appointed Director of Ascham Foundation Ltd since 2015. Karen is a Non-executive Director with Magellan Financial Group Limited and has over 19 years’ experience in investment banking, advising top Australian companies on their capital management strategies. Until recently, Karen was a Managing Director and Head of Capital Management Advisory at Citigroup in Australia and NZ. She previously worked as a Managing Director at UBS Australia, establishing and leading its Capital Management Group. Prior to joining Citigroup, Karen spent 12 months at ASIC as a Senior Specialist in the Corporations group. Karen has a BA/LLB (Hons) from the University of Sydney and is currently a member of the Takeovers Panel. Karen has one daughter attending the School.
Mrs Nicola J Swift
A Director of the Company since 2016. Nicola Swift, a law graduate from Trinity College Dublin had an international career in the funds management and securities industry before returning to Australia in 2007. She currently serves as a non- executive director of Cryosite Ltd, is a former non-executive director of Dyesol Ltd and a former Governor of The Meadowbrook School of Weston in the USA . Nicola has been a Council appointed Director to Ascham Foundation Limited since 2016, having previously been an elected Director of Ascham Foundation Limited (2013–2016). Nicola served as Chair of the Ascham Duntrim Capital Campaign (2013 to 2016) and as Ascham Parents’ Association President (2009–2011). She is the mother of an Old Girl and a current student.
Old Girl Governors
Dr Karen Arnold
Karen Arnold is a psychiatrist and has been on the Council since 2002. She finished Year 12 at Ascham in 1982 and, after a gap year, went on to study Arts and Medicine at Sydney University, and then Psychiatry. She sits on the Nominations and the Network Committees. She is passionate about Dalton and what it is uniquely placed to offer students. She has two daughters at Ascham.
Ms Sophie J Gilder
Sophie Gilder has been a Director of the Company since 2017, she is the Head of Blockchain for Commonwealth Bank Australia's Global Innovation Labs. Sophie is responsible for the development, incubation and commercialisation of innovative business solutions using blockchain and other technologies. She has extensive experience in advisory and structured finance, and has held a number of roles in investment banking and capital markets in Europe and Australia, as well as founding her own startup company. Sophie is an Old Girl of the School.
Mrs Angela K Kent
Angela Kent is a registered architect and has been on the Council since 2007. She finished Year 12 at Ascham in 1978 and went on to study architecture at the University of New South Wales. On graduation she worked in London and then returned to Sydney to set up her own architectural practice in 1987 where she has been a full time director ever since. She served as a director of the Ascham Foundation for ten years up until 2013. She is currently the Chair of the Building Committee. Her daughters, Sophie and Eloise, left Ascham in 2006 and 2009 respectively.
Head of School
Mr Andrew Powell
Company Secretary/Business Manager
Mrs Louise Mooney