In this issue
ChairConnect Launch in Queensland
Motivations for Joining a School Board
Is Your Board Full of Drivers, Pioneers, Integrators or Guardians?
Changes to the Associations Incorporation Act 1981
Feedback on Census for Non-State Schools 2022
New Conflict of Interest Policy Template
Talking with a Board Chair: James Hunter
ChairConnect is a new national governance network for independent school Chairs supported by the Associations of Independent Schools in each State and Territory. Through ChairConnect, Chairs have the opportunity to connect with other Chairs across the country, as well as those in their geographic region, or from schools of similar backgrounds.
ChairConnect plans to have regular in-person and virtual functions for Chairs in each state, often with guest speakers focusing on different areas of school and corporate governance. These events will provide Chairs with the opportunity to discuss and identify the ongoing and emerging challenges facing independent schools.
The launch of ChairConnect in Queensland will take place on Thursday, 8 September 2022 at the KPMG Offices in Brisbane. If you are an independent school Chair, we would love to see you there. If your Chair has not yet received an invitation, please let us know.
James Hunter, inaugural Chair of the ChairConnect Management Council and Pymble Ladies’ College Council Chair will be speaking at the event. We interviewed him for this edition of Your Guide to Good Governance – please see below.
A recent article by the National Association of Independent Schools (USA) sheds light on three main motivations that compel people to join a school board (Rowe & Torres, 2022). Boards can benefit from understanding these drivers as they are a helpful lens with which to analyse board dynamics and improve director engagement as well as board succession planning.
The first type of board member perceives a misalignment between the school's current reality and their expectations for the organisation. They are looking for ways to influence the school to bring it back to the right path. This motivation can cause them to engage in operational matters at times and they may consider themselves to be a voice to those who share their dissatisfactions. Their passion can be valuable if they are provided with the right training and skilful coaching by the chair in distinguishing governance from management. Chairs will also need to actively listen to their grievances and find ways to channel their energy in constructive ways, e.g. through membership in the right committees.
The second type of board member has attained significant expertise in their professional career and is looking for meaningful ways to contribute to an institution that values their input. In return, they are hoping to attain benefits such as an expanded network, reputation, intellectual stimulation and a sense of purpose. Their expectations are met if the board is genuinely interested in what they can contribute and if they feel like they are experiencing satisfactory growth through their board membership. To keep this type of board member engaged, boards should ensure they are empowered to contribute their skills in ways that are aligned with their professional expertise and are actively provided with opportunities to enhance their profile and networks.
The third type of board member typically has a significant personal connection with their institution. Deeply grateful, they are looking for ways to preserve the institution's best parts while ensuring it will continue to have a positive impact on people well into the future. They see their board membership as a special honour and privilege and are motivated to give back some of the value that they have received. Boards can capture the contributions of this type by specifically emphasising the unique value their insights bring to the board and by being open-minded about their vision for the school's future. Powerful benefits of board membership for this type are any opportunities to connect with current students and stakeholders through attendance at school events.
Awareness of these factors can prove helpful in understanding the divergent goals each member brings to the board and the different outcomes they expect from their contributions. This can assist board chairs in their leadership responsibilities and can be helpful for principals as they engage with individual directors.
Rowe, M., & Torres, A. (2022). Boardroom: Why Trustees Join Independent School Boards. Independent School (Spring 2022).
Most boards of independent schools are actively reviewing their composition to ensure their decisions are informed by an appropriate mix of competencies represented on the board. They typically value technical expertise in finance, law, education, risk & compliance, strategy and several other fields highly. Their professional skills provide individual members with unique perspectives with which they evaluate current reality and future prospects and it is, therefore, good practice for boards to consider the mix of technical skills they require to advance their organisation's strategy.
In addition, contemporary expectations for board members as fiduciaries require them to have a strong grasp on what constitutes effective and ethical governance. Today, new board members are often expected to already have governance knowledge and understanding, or they will be asked to undergo governance training early in their term.
Behavioural attributes and competencies, however, are not as regularly used in a clear and transparent way to determine the extent to which a prospective board member may complement a board gainfully. But behavioural aspects may well make all the difference between two potential board members with the same technical background.
Adapted from Beck (2009)
As boards continually assess their diversity of skills and attributes, they may find it helpful to use a skills matrix that includes behavioural/personality type indicators. Adding Deloitte's Business Chemistry model to such a matrix may be beneficial here.
This model defines four broad personality types: Drivers, Pioneers, Integrators and Guardians.
Drivers are direct, competitive, focused, sceptical, and goal-oriented, and are not consensus seekers. They value challenge, generate momentum, process new ideas quickly and dislike small talk, waiting, and indecisiveness. They enjoy examining systems, can tolerate risk, and respond to logical arguments.
Pioneers tend to be idea generators, spontaneous, intuitive, energetic, and adaptable. They make decisions quickly but can change their minds and have a high tolerance for risk. They dislike process, details, and repetition, and love to dream and believe that anything and everything can be done.
Integrators are distinguished by empathy, a focus on relationships and consensus, and comfort with ambiguity. They value connection and draw teams together. They’re attuned to nuance, seeing shades of grey rather than black and white. They dislike confrontation, competition, and aloofness. They develop understanding through stories and have a tolerance for risk but tend to go along with the group.
Guardians are methodical, detail-oriented, cautious, and deliberate. They value stability and they bring order and rigour. They want proven principles and practices, rationality, clear answers to questions, and minimal risk and uncertainty. They are deliberate decision-makers inclined to stick with the status quo.
Boards can use their awareness of personality types in two ways: Firstly, they may favour particular types in their identification of future board members, to achieve the desired composition - remembering that exact balance may not always be the preferred choice for their school's strategic posture. Secondly, if boards identify that their decision-making may be impeded by an underrepresented personality type (e.g. boards whose members tend to lean towards the same extremes of risk appetite), they can implement strategies to mitigate risks of bias.
Resource: ISQ Skills and Diversity Matrix Template
More information: The Business Chemistry Blog
Reference: Beck, J. 2009. ‘Better guidance for NEDs — ensuring the board is skilled appropriately’, Keeping Good Companies, 61(10), 584-585.
Schools that are incorporated through the Associations Incorporation Act 1981 should be aware of recent and upcoming changes that affect their governance framework. Certain duties of loyalty and good faith, care and diligence, and financial duties have been introduced to clarify the fiduciary responsibilities of management committee members. A consultation process is currently also underway that will inform upcoming requirements around remuneration disclosures and grievance processes. More information can be found in the ISQ Memo: Changes for Incorporated Associations.
The Non-State Schools Accreditation Board (NSSAB) recently wrote to all non-State school governing bodies to remind them of their compliance obligations in relation to the annual February census. The issues highlighted by NSSAB include:
The letter contained a set of questions that governing bodies may find helpful in assuring themselves that compliance systems for the census data collection are in place.
ISQ has recently engaged with the Non-State Schools Accreditation Board (NSSAB) in updating our template Conflict of Interest Policy. The template has been significantly improved and we encourage boards to review their current policy in light of these changes.
Board Chair Interview:
Chair, Pymble Ladies' College, NSW
On the Council since 2014, Chair of the Board since 2018
James is also the inaugural Chair of the ChairConnect Management Council for Independent Schools, and is a member of the AIS (NSW/ACT) board.
What prompted you to become a council member?
My daughter graduated from Pymble Ladies' College (Pymble) in 2015 and my wife is also an ex-student. While I have held many roles at KPMG including National Managing Partner, I have a blended career in education and business – I was the Training Officer at the Royal Australian Naval College; completed a DipEd and taught at Shore; a lecturer for the business school at AGSM, and one of my roles at KPMG now is to teach sales nationally for partners and directors. The opportunity to lead a school board, in terms of the contribution it makes to the lives of literally thousands of students / future leaders across all facets of society in Australia and beyond is incredible.
What excites you about your school?
Pymble is one of the largest schools in Australia with nearly 2,500 girls from K-12. In 2021, we Incorporated and also further strengthened and formalised the relationship with the Uniting Church. We have acquired an outdoor education centre – 40 hectares only 30 minutes from the school at Vision Valley. At present, the first residential program for girls and boys (from Riverview) is occurring there – the benefit that a no iPhone/no tech month can have on the wellbeing of these teenagers is incredible, and the new friendships, new skills and much stronger self-awareness in the outdoors, and self-confidence are very beneficial. The final thing which excites me about Pymble is the focus on innovation and technology; I see this necessity first-hand in my different KPMG roles working with executives across all sectors - all girls from a very young age learn reading, writing, arithmetic and coding. By Year 5/6, the 11-year-olds are coding and building their own robots, and our Year 8/9 girls have now won the national robotics championships twice since 2020. UCLA and MIT in the US are partnering with us to teach machine learning and AI, and we are further expanding these programs. With our Secondary Innovation Precinct planned in the next few years, the education our girls will be provided will launch them into their chosen careers with confidence and the skills to embrace technology which is ubiquitous & essential.
How can boards/councils add maximum value to their school?
I completed the AICD Company Directors Course in January 2020. We studied the AICD NFP Governance Principles 2019 Paper, which defines the 10 distinct principles for NFP/School Boards to focus on, which I believe are applicable to the effective governance and oversight of schools.
What is your advice for leading a board/council?
Firstly, I congratulate you for finding time to be involved in the governance of an independent school. Make sure you fully understand your obligations – as a member of a council or as a board director, and as I shared above, regarding all the dimensions of governance the school board is responsible for. Understand legal, regulatory and legislative requirements. Be conscious of the importance of balancing the strategic direction of the school with the operational governance issues which are immediately facing the school.
As a Chair, work with your board to select new board members carefully – it isn’t about selecting the most senior NEDs/CEOs with their children at the school; rather it is considering people with the right culture, expertise and diversity – gender, ethnicity, opinions and experiences which brings the best discussions and decisions to a school board. Balance ex-students, parents, business and wider expertise – and make sure the induction during the first six months is professionally led. Finally, work closely as Chair with your Principal – support your Principal, constructively challenge and provide the culture and environment of continuous learning and improvement.
Which strategic issues should be on school board/council agendas in the next twelve months?
There are so many strategic issues facing schools, as there are facing all businesses and society.
The initial four I would suggest are:
Then I would suggest Chairs look at the 10 governance principles articulated in the AICD NFP Governance Principles. The Not-for-Profit Governance Principles (aicd.com.au)