1. AISSA Program Chairing Skills for Governors Workshop # 1 Roles and Relationships Virginia Hickey 13 June 2012

2. Agenda Role of board/ management Role of the Chair ( board/ committee) –at meetings –surrounding meetings –relationships Reflections

3. Role of the Chair “The Chairman’s primary role is to lead the board and ensure its effectiveness whilst the CEO is responsible for running the organisation's business” Question: How does this statement translate to school boards and principals?

4. ROLE OF THE BOARD

5. School Governance Models Single Tier Board Board Principal Executives Sub Committees Finance Finance Property Property Development Development Policy and Planning Policy and Planning Audit and Risk Audit and Risk Business / Administration Bursars Bursars Business Managers Business Managers Teaching/Academic Deputies Deputies Head of Schools Head of Schools

6. Stakeholders SCHOOL Students Parents Old Scholars ProspectiveStudents Teachers Staff Friends Community Local Government Education Department Commonwealth Government Religious Education Councils Congregation Church

7. Board & Senior Executive Cooperation The Board directs and supervises the management of the business The managers conduct the day-to-day affairs of the company Well-defined protocols are also essential

8. Role of the Board Conformance Accountability Strategy Monitoring Policy Principal Performance  Stakeholders  Regulators  Funders  Set corporate direction  Initiate / review strategic planning  Develop high level KPI’s  Review results  Exec performance  Risk and Compliance Monitoring  Corrective actions  Approve budgets  Executive performance  Decide corporate policy  Risk Management and Compliance  Corporate culture Adapted from R I Tricker, International Corporate Governance, p149

9. Table Discussion 1 1.In which quadrant does your Board spend most time? 2. Where should your Board spend more time? 3. What action could the chair take?

10. Table Discussion 2 What do you think is the role of (a)the board chair? (b)a chair of a sub committee?

11. Role of the Board Chair To ensure that Board Is well lead Has balanced membership Sets strategy and policy Monitors achievement of goals Reviews resources Has information it needs Works effectively with management

12. Legal Responsibilities of Chair Does the Chairman have additional legal responsibilities? An officer “ must at all times act with reasonable care and diligence in the exercise of his or her powers and the discharge of the duties of his or her office.” Associations Act s 39A

13. Role of the Chair  Activities surrounding board meetings  Chairing board meetings  Relationships Table Discussion 3: As Chair, what is the range of activities as do you engage in? What do you think are the most crucial things you do as chair?

14. At Board Meetings Time/agenda Culture/tone Discussion Draw out contributions Summarise/clarify Meet needs of board and Principal Strategic issues

15. Activities surrounding board meetings Agenda Information flows/reports Minutes Follow up on implementation Policy manual Induction program Board evaluation Committees

16. Relationships Mentor and coach to Principal Principal performance management Board member relations Stakeholder relationships Representing the school Responding to critical incidents Media

17. Table Discussion 4 What is the secret to a good constructive relationship between the Chair and the Principal?

18. Summary – Role of the Chair The Chair is  Leader  Facilitator  Coach  Ambassador

19. Reflections and Actions 1What insights have you had about the role of the Chair? 2What actions are you going to take? 3What support will you seek?

20. Learning Cycle Insight ExperimentExperience Reflection

21. Workshop # 2 Delve further into the ‘how to’ Tools to assist chairing meetings effectively Chairing styles Skills for chairing Managing group decision making processes  26 July 2012

22. Close

23. Author Virginia Hickey Director @ the Board Table Pty Ltd BA, LLD (Melbourne University), FAICD Virginia is a corporate governance consultant and lawyer. Virginia is a director on a number of government, private and not for profit boards, and was formerly a partner of a Finlaysons Lawyers, specialising in directors’ and officers and auditors’ liability. Virginia advises and facilitates directors in performing their roles of monitoring and supervising as well as setting the strategic direction of the company. She is a national facilitator for the Australian Institute of Company Directors and has been the Governance Advisor to the Le@rning Federation, a major Commonwealth, State and Territory governments initiative. Contact Details Telephone08 8211 6495 Mobile0407 717728 Emailvirginia@theboardtable.com.au