Governance

Like many independent schools, particularly those with no religious affiliation, Ascham is a not-for-profit company limited by guarantee, established in that form in 1937 by the school's longest serving headmistress, Miss Margaret Bailey, who had previously owned Ascham privately. She transferred ownership to the company in order to secure the school's perpetual succession.

The company has no shareholders, but 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 usual process is that they are proposed by the Nominations Committee of the Council 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: six are currently parents at the school, five are former parents, and four are old girls. Eight are women, including the chair Ms Diane Grady, four 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. Under the Constitution, three Governors a year (including one Old Girl Governor) must stand down but may submit themselves for re-election. Currently, there is no fixed limit for Governors’ terms, but policy is to balance the need to keep the Council refreshed, with the need for corporate memory and experience in a long-term institution. Excluding the chair, the average tenure of the current council is seven years. All Governors must be members of the company, but common practice with new Governors is to make them members simultaneously. 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 and do not do so.

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 currently four Council Committees:

  • The Finance and Risk Management Committee 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 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 chaired by Prof Stephen Garton is responsible for recommending to the Council policies as to 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 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 to six times a year.

In addition, two Governors sit on the board of the School's Foundation: Ms Nell Anderson and Ms Karen Phin. All Governors currently sit on fundraising committees associated with the Duntrim project.

Governors

Chair

Ms Diane J Grady AM

Honorary Treasurer

Mr Steven J Harker

Ordinary Governors

Ms Janet Nell Anderson

Mr Hugh Cooke

Mr Richard Enthoven

Professor Stephen R Garton


Ms Caroline E Gurney


Ms Karen L Phin

Mrs Nicola J Swift


Old Girl Governors

Dr Karen Arnold

Ms Dinah Jane Busby

Mrs Angela K Kent


Head of School

Mr Andrew Powell

Company Secretary/Business Manager

Mrs Louise Mooney