The company members are not shareholders, in the sense that they are not entitled to share in the revenue or capital of the School, As members and guarantors they would be obliged to make a small contribution if the company were ever wound up. Members receive the company’s annual report and attend and vote at general meetings.
The members are people who have a long-term connection with Ascham. Currently there are about 200. They have been appointed because they have demonstrated and share a continuing interest in, understanding of and dedication to Ascham as an institution. They include former students, parents, governors and senior staff.
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 Ascham Foundation Board. Members are proposed by the Nominations Committee and approved by the full Council. There is no term on the appointment.
The Company’s directors, known as Governors, form the 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, including major investment decisions related to property, information technology, and long term contracts.
The Head of School, Andrew Powell, reports to the Council of Governors and is responsible for all operational decisions related to the day to day management of the School and its staff and students.
The Business Manager and Company Secretary of the school reports to the Head and also to the Council.
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. All act in a voluntary capacity.
Chair: Ms Janet Nell Anderson
Honorary Treasurer: Mr Steven J Harker
Mr Hugh Cooke
Mr Richard Enthoven
Professor Stephen R Garton
Ms Caroline E Gurney
Mr David Maloney AM
Ms Karen L Phin*
Mrs Nicola J Swift*
Dr Karen Arnold
Ms Sophie J Gilder
Mrs Angela K Kent
* Also sit on the board of Ascham Foundation Limited.
Governors may be appointed by the Council, at the recommendation of the Nominations Committee of the Council, but must stand for election at the next general meeting of the company. All Governors must be members of the Company. New Governors must be, or become, a member as part of their appointment.
There is no fixed limit for Governors’ terms. The aim 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. Governors must therefore normally be expected to serve for a minimum of nine years. All Governors are expected to represent the interests of the whole school. They are not selected to represent specific constituencies.
The Constitution requires at least three Governors to be Old Girls. Three Governors a year (including one Old Girl Governor) must stand down but may stand for re-election.
Selection of the Chair of Council is a transparent process involving all current Governors. The process is 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.
Each year there are nine regular Council meetings and another two strategy meetings. There are additional formal or informal meetings when required. Items considered at the Council meetings during the year include monthly operational reports from the Head of School and the Business Manager, and reports from senior staff on aspects of the School and its operating environment, including financial and annual reports, policy issues, capital projects and major commitments.
Governors are encouraged to attend School functions, including biannual meetings with parents, arranged by the Ascham Parents’ Association.
The Head of School and the Business Manager/Company Secretary attend all formal Council meetings. Council regularly invites others to attend and keep Council informed broadly on key matters.
The Council expects open and full participation of Governors and School leaders in its discussions. To ensure its recommendations and decisions are evidence-based, debate and transparency are encouraged.
In line with standard corporate practice, the Chair meets regularly with the Head of School, and the Honorary Treasurer meets regularly with the Business Manager. Governors are always available to assist staff when their expertise of experience is required.
The Council engages an external independent consultant to conduct an annual review of its performance and uses this information to improve its effectiveness.
Governors sit on both formal Council committees and ad hoc special task forces. There are four formal Council Committees, each meeting on average four times a year:
Chaired by the Honorary Treasurer, Mr Steven Harker.
Has non-executive responsibility to the Council for overseeing all areas of financial and risk management, investment strategies, budget preparation and management, capital works programs, financial statements including annual report preparation, internal control systems and internal and external audit. Among other things it supervises the preparation of the School’s budget for submission to the Council and monitors performance against the budget.
Chaired by Mrs Angela Kent.
Works with the Head of School and Council to identify optimal current and future use of the School’s built environment. The Committee recommends appointment of external consultants, reports to Council on capital works budget and contract administration, oversees briefing and terms of engagement of building consultants, assesses potential property acquisitions, oversees significant construction jointly with a member of the School executive and provides appropriate advice and recommendations to Council.
Chaired by Professor Stephen Garton.
Develops policies and strategies for managing Company and Council membership, nominates and reviews candidates and recommends potential Governors and Company Members for Council approval.
Task forces are formed to provide additional support to the Head of School where detailed research is required and Governors can contribute relevant expertise.
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. Nell also sits on the board of Ascham Foundation Limited.
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 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 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 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 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 Maloney AM
David 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
Qualifications: BA/LLB (Hons) Grad Dip App Fin, GAICD
A Director of the Foundation since 2015 and a Director of Ascham School Limited since 2014. Karen Phin is a Non-Executive Director with Magellan Financial Group Limited and has over 20 years’ experience in investment banking, advising top Australian companies on their capital management strategies. Karen was previously a Managing Director and Head of Capital Management Advisory at Citigroup and 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 is an Ascham School Limited nominee to Ascham Foundation Limited. Karen has a BA/LLB (Hons) from the University of Sydney and has one daughter attending the School. Karen also sits on the board of Ascham Foundation Limited.
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. Nicola also sits on the board of Ascham Foundation Limited.
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 finished Year 12 at Ascham in 1991 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.
Mr Andrew Powell
Andrew joined Ascham School in 1992, teaching Junior Science and Chemistry in the Senior School. He became Deputy Head of Science in 1995 and was made a member of the Senior Management team in 2004. Andrew was appointed Deputy Head of School in 2012 and in January 2014 he was appointed Head of School.
In his leadership roles at Ascham, Andrew has played a pivotal role in the development of the strategic plan for the School. He has developed and led the wellbeing program for Senior School students including easing the transition from Year 6 into Senior School, the development of the Cyber Safety Committee, and the initiation of welfare programs for Year groups, such as ‘positive psychology’ and ‘managing anxiety’. He has also made significant contributions to the leadership development and peer mentoring programs.
Andrew has a Bachelor of Applied Science from the University of Technology, Sydney, a Diploma of Education from the University of Sydney and a Master of Administrative Leadership from the University of New England.
Mrs CA Heapes