4 [open access... · web viewgovernance resource manual | advice for member schools 2020....

Updated June 2020

Contents

Introduction 4

3.1 Management and Operation of the School 5

NESA Requirement 3.9.1 5

NESA Requirement 3.9.2 ‘Responsible persons’ and previous refusal or cancellation of registration 7

NESA Requirement 3.9.3 Proper Governance – Policies and Procedures 9

NESA Requirement 3.9.3 Proper Governance – Conflict of Interest 12

NESA Requirement 3.9.3 Proper Governance – Related Party Transactions Register 15

NESA Requirement 3.9.3 Proper Governance – Professional Learning 17

NESA Requirement 3.9.3 Proper Governance – Induction Process 19

NESA Requirement 3.9.3 Proper Governance – Independent Audit 22

NESA Requirement 3.9.4 Financial Viability 24

NESA Requirement 3.9.5 Notification of Matters 27

Appendix A: Fit and Proper Documentation Templates (3.9.1) 31

Appendix B: School Constitution (3.9.3.1) 35

Appendix C: Delegations Schedule (3.9.3.1) 36

Appendix D: Supervisory Arrangements (3.9.3.1) 40

Appendix E: Code of Conduct Framework (3.9.3.1) 41

Appendix F: Legal Compliance Framework (3.9.3.1) 42

Appendix G: Risk Management Framework (3.9.3.1) 43

Appendix H: Board Status Report Template (3.9.3.1) 61

Appendix I: Meeting Minutes Template (3.9.3.1) 62

Appendix J: Confidentiality Undertaking (3.9.3.1) 65

Appendix K: Conflict of Interest Checklist (3.9.3.2) 66

Appendix L: Conflict of Interest Declaration (3.9.3.2) 67

Appendix M: Meeting Agenda – Declaration of Interest (3.9.3.2) 69

Appendix N: Related Party Transactions (3.9.3.3) 71

Appendix O: Professional Learning Register (3.9.3.4) 75

Appendix P: Induction of Responsible Persons Register (3.9.3.5) 76

Appendix Q: NESA Requirement 3.9 Assurance Statement Template 77

Governance Resource Manual | Advice for Member Schools 2020

Introduction

The AISNSW Governance Resource Manual (GRM) was developed to assist member schools meet their registration requirements in relation to governance: standards for the ‘proper governance’ of independent schools were introduced by Board of Studies, Teaching and Educational Standards (BOSTES) in October 2014.

On 1 January 2017 NSW Education Standards Authority (NESA) replaced BOSTES. The June 2020 edition of the GRM has been updated to reflect the changes in the NESA Registered and Accredited Individual Non-Government Schools (NSW) Manual.

The GRM concentrates on the requirements to meet Section 3.9, Management and Operation of the School.

The Manual has also been restructured to help schools efficiently manage the process of documenting their policies and procedures in relation to governance. This new structure does not remove the necessity for schools to contextualise their governance processes. The revised GRM also provides an extended set of resources in the Appendices, especially in relation to risk management, the legal compliance framework and an assurance checklist for the whole of Section 3.9.

Using the GRM

The GRM follows the order and enumeration of the requirements in Section 3 of the NESA Registration Manual.In preparing governance documentation for registration it is recommended that schools closely follow this sequence.

For each numerical NESA requirement, the GRM sets out:

The NESA Requirement

The Evidence of Compliance

The Key Concept – This explains and clarifies the requirement.

Role of the Governing Body – This highlights the role of a school’s governing body in meeting the NESA Requirements.

Example Policy – This provides a model policy schools can use or adapt to address the requirement.

Example Procedures – The sample procedures specifically address each element of the ‘evidence of compliance’. The procedures describe the action to be taken to enact policy, but enable schools to determine their own actions in terms of POSITION/TITLE, WHEN, WHERE, WHAT and HOW.

Example Documentation – These Appendices provides sample registers, codes, declarations and other proformas relevant to the requirement.

The GRM is available to all AISNSW member schools and can be downloaded from the AISNSW website. The document is in Word format. Alternatively, the GRM can be emailed to member schools on request.

Abbreviations

GRM AISNSW Governance Resource Manual

ACE Assessment Certification Examination

COI Conflict of Interest

HSC Higher School Certificate

KLA Key learning areas

NESA NSW Education Standards Authority

RoSA Record of School Achievement

RPs Responsible Persons

RPTs Related Party Transactions

© The Association of Independent Schools of New South Wales 2020 4


3.1 Management and Operation of the School

NESA Requirement 3.9.1 Each person defined under the Education Act as a ‘‘responsible person’, and any other person or body exercising similar functions in relation to the school as those of a ‘responsible person’, is a fit and proper person or body.

Key Concept

Responsible persons (RPs) must demonstrate sufficient competence and character to discharge their duties.

Evidence of ComplianceThe proprietor of a non-government school must have and implement documented policies and procedures in relation to the requirement for the school’s ‘responsible persons’ and governing body to be fit and proper with specific reference to:

maintaining information to demonstrate that the school’s ‘responsible persons’ and governing body have the experience and expertise to administer a school that provides an education for school students

each ‘responsible person’ for the school signing a fit and proper statutory declaration prior to commencing as a ‘responsible person’ for the school and at least on an annual basis while the person continues to be a ‘responsible person’ for the school

the statutory declaration is to include a response as to whether or not the ‘responsible person’ has- ever been convicted of an offence against a law of an Australian state or territory or the

Commonwealth of Australia- ever become bankrupt, insolvent or placed under external administration- been convicted of, or charged with, an offence, including an offence in relation to children,

dishonesty or violence- ever been determined not to be a fit and proper person as prescribed under any law of an Australian

state or territory or Australian Commonwealth- ever engaged in a deliberate pattern of immoral or unethical behaviour- been a ‘responsible person’ for a non-government school or proposed non- government

school where registration was refused or cancelled

maintaining a copy of each ‘responsible persons’ declarations for a period of seven (7) years after ceasing to be a ‘responsible person’ for the school

responding to information suggesting that a ‘responsible person’ for the school may not be fit and proper in order to ensure that the school’s ‘responsible persons’ and governing body are fit and proper at all times

notifying NESA as soon as practicable if the school’s proprietor or a ‘responsible person’ or governing body of the school determines that a ‘responsible person’ or governing body of the school is not fit and proper. Such notification should be forwarded to the Director, School Registration and Accreditation, GPO Box 5300, SYDNEY NSW 2001 or by email [email protected].



Role of the Governing Body

To be considered ‘fit and proper’, a school’s responsible persons (RPs) must have the necessary skills, knowledge, experience, diligence and soundness of judgment to undertake the duties of their roles. As such, the board, or a committee of the board, should clearly document the required level knowledge, skills and experience for each position, and have processes to verify the fitness and propriety of each director on an ongoing basis including having them sign a statutory declaration and conducting appropriate checks. Where a RP does not qualify as fit and proper, the governing body must ensure that NESA is notified as soon as practicable.

Example Policy

The RPs for ABC SCHOOL have processes of selection, induction, declaration and notification to ensure that its RPs are

fit and proper.

Example Procedures

POSITION/TITLE maintains a register of the qualifications and expertise of its RPs to demonstrate their competence

to govern an individual non-government school. This register is updated at least prior to the commencement of each

school year, retained for NUMBER years and accessed/stored WHERE.

ABC School’s RPs sign a ‘fit and proper’ statutory declaration at the start of each school stating they have not:

- ever been convicted of an offence against a law of an Australian state or territory or the Commonwealth of Australia

- ever become bankrupt, insolvent or placed under external administration- ever been convicted of, or charged with, an offence, including an offence in relation to children,

dishonesty or violence- ever been determined not to be a fit and proper person as prescribed under any law of an Australian state or

territory or the Australian Commonwealth- ever engaged in a deliberate pattern of immoral or unethical behaviour- ever been a responsible person for a non-government school or proposed non- government school

where registration was refused or cancelled.

If any ABC SCHOOL RP cannot sign the fit and proper declaration POSITION/TITLE will notify NESA as soon as

practicable.

ABC SCHOOL maintains a copy of these statutory declarations for 7 years following the RPs ceasing to be RPs. POSITION/TITLE collects, checks and files these RP statutory declarations annually and they are stored/accessible

WHERE. ABC SCHOOL RPs responds to information suggesting that a RP may not be fit and proper by notifying NESA as

soon as practicable of any determination that a RP is not fit and proper.

Example Documentation to assist you Board Nomination Form – Please see Appendix G: Fit and Proper Documentation Templates on page 31

Statutory Declaration – Please see Appendix G: Fit and Proper Documentation Templates on page 33



NESA Requirement 3.9.2 ‘Responsible persons’ and previous refusal or cancellation of registration

Section 47(1)(c) of the Education Act provides that any refusal to register, or cancellation of registration, of the school or any other school under section 56 or 59, occurring during the period of five (5) years immediately before the application for registration is made has not been largely attributable to the actions of a ‘responsible person’ or proposed ‘responsible person’ for the school, or any other person or body having similar functions in relation to the management or operation of the school to those of a ‘responsible person’.

Key Concept

Assurance must be provided that cancellation or refusal of a school’s registration was not the result of previous actions of a RP.

Evidence of ComplianceA registered non-government school must have in place processes of notification and disclosure by which it can assure NESA that any refusal or cancellation of registration in relation to a non-government school or proposed non-government school in the past five (5) years has not been largely attributable to the actions of a ‘responsible person’ for a school.




Under NESA Requirement 3.9.2, during the past five years, the actions of a responsible person or a proposed responsible person cannot contribute towards the refusal or cancellation of a school’s registration. Therefore, the board must ensure the school has in place a notification process to assure NESA that any refusal or cancellation of registration of the school under section 56 or 59 of the Education Act 1990 is not attributable to the actions of:

A responsible person for the school, or

Any other person or body exercising similar functions in relation to the management or operation of the school to

those of a responsible person.

Example Policy

ABC SCHOOL has a notification process to assure NESA that any refusal or cancellation of registration of the school

under section 56 or 59 of the Education Act 1990, occurring five years before an application for registration is made, is

not largely attributable to the actions of:

A responsible person for the school, or

Any other person or body exercising similar functions in relation to the management or operation of the school to

those of a responsible person.

Note:

Schools will need to consider who, other than the Principal and governing body members, should be treated as a responsible person.

Example Procedure

ABC SCHOOL will notify NESA via RANGS Online if any of its RPs have acted in ways which have contributed to a

school having its registration cancelled or refused. Notifiable actions must have occurred in a 5-year period

immediately before an application for registration is made.

POSITION/TITLE at ABC SCHOOL will retain notification documents which will be archived for NUMBER years and

access/store them WHERE.

Example Documentation Please see the Sample Declaration in Appendix G, paragraph 6 on page 33


https://bosho.boardofstudies.nsw.edu.au/links/rangsonline.html


NESA Requirement 3.9.3 Proper Governance – Policies and ProceduresA registered non-government school must have policies and procedures for the proper governance of the school in place.

3.9.3.1 Policies and Procedures

Key Concept

RPs are accountable for the proper governance of the school. Proper governance requires RPs to have in place structures, policies and procedures for governance, leadership, authority, decision-making, accountability and transparency.

Evidence of ComplianceThe ‘responsible persons’ for a registered non-government school must have in place and implement policies and procedures in relation to, but not limited to, the following:

a school charter or document identifying the governance structure of the school and the respective authority, role and responsibilities of each of the school’s ‘responsible persons’ and any other person or body concerned in the management of the school

a delegations schedule to

- identify the respective authority within the governance structure - describe the process for withdrawing a delegated authority

a document to set out supervisory arrangements and reporting requirements for the school’s ‘responsible persons’ including any governing body and school executive

a code of conduct for the school’s ‘responsible persons’

maintenance of records of governance decisions and actions made by the school’s ‘responsible persons’, including minutes of formal meetings of the school’s ‘responsible persons’, on and from 1 September 2014 and retaining such records for a minimum period of seven (7) years before archiving

a document describing the school’s legal compliance process to facilitate the school’s compliance with all relevant legislation and reduce any risk of non-compliance

a document describing the school’s risk management framework or plan for developing, implementing and reviewing risk management strategies in relation to strategic direction, governance, operation and finance and the associated risk register.




The board is the most senior policy-making body of the school. The board’s policy framework allows for the proper

operations of the school, consistent with the school’s values, its strategic direction and the requirements of the law.

However, school boards should be aware of the boundary between governance policy and operational policy, and accept

that it is the role of the principal and other staff to choose the educational and administrative means of realising board’s

overall policy direction. Thus, the responsibilities of a school board include:

Ensuring relevant governance policies are in place, e.g. board charter, delegations of authority, code of conduct,

conflict of interest, risk management; and

Approving the content of major school policies, e.g. admissions and enrolments.

Example Policy

ABC SCHOOL develops, implements and reviews policies and procedures to govern and operate the school in order to

satisfy its legal obligations, manage risk, provide strategic guidance and monitor performance.

Example Procedure

ABC SCHOOL develops, implements, reviews and retains the following documentation, for the statutory period required

in relation to:

A document which identifies the governance structure of the school and the role and responsibilities of each

responsible person or body (Constitution/Charter/Trust Deed dated WHEN)

A delegation schedule which identifies the respective authorities within the governance/management structure and

which describes the process for removing or varying a delegated authority (Delegations Schedule)

A document which sets out supervisory and reporting arrangements for RPs of ABC SCHOOL

(Governance/Management Organisation Chart)

Responsible persons’ code of conduct (Code of Conduct)

Records of governance decisions and actions (Minutes of Board Meetings)

A document which describes the school’s legal compliance process to facilitate compliance with relevant legislation

and reduce risk of non-compliance (Legal Compliance Framework).

An up-to-date school risk management framework (Risk Management Framework/Risk Register)

A status report on the implementation of the school’s strategy (Board Status Report)

POSITION/TITLE is responsible for notifying NESA via RANGS Online of any changes to responsible persons within

28 days.

These documents are managed by POSITION/TITLE, reviewed by POSITION/TITLE, WHEN, by HOW, and

stored/accessed WHERE.

The governing body, or a committee delegated with the task, will review all policies and procedures relevant to NESA Requirement 3.9 every TIMING or more frequently if necessary due to changes in regulations or circumstances.

The ABC SCHOOL chair and principal will provide an assurance statement to the governing body each year as to the school’s compliance with NESA Requirement 3.9.

Example Documentation to assist you School Constitution – Please see Appendix H: School Constitution on page 35

Delegations Schedule – Please see Appendix I: Delegations Schedule on page 36




Supervisory Arrangements – Please see Appendix J: Supervisory Arrangements on page 40

Code of Conduct Framework – Please see Appendix K: Code of Conduct Framework on page 42

Legal Compliance Framework – Please see Appendix L: Legal Compliance Framework on page 43

Risk Management Framework – Please see Appendix M: Risk Management Framework on page 44

Board Status Report – Please see Appendix N: Board Status Report Template on page 62

Minutes of Board Meetings – Please see Appendix O: Meeting Minutes Template on page 63

Confidentiality Undertaking – Please see Appendix P: Confidentiality Undertaking on page 66

(Note: This is not a NESA requirement but recommended by AISNSW as good practice)

Please see Appendix W: NESA Requirement 3.9 Assurance Statement Template on page 78



NESA Requirement 3.9.3 Proper Governance – Conflict of InterestA registered non-government school must have policies and procedures for the proper governance of the school in place.

3.9.3.2 Conflict of Interest

Key Concept

RPs must avoid situations in which personal interests or the interests of a relative or close associate may conflict with decisions made by the governing body.

Evidence of Compliance

The ‘responsible persons’ for a registered non-government school must have in place and implement policies and procedures in relation to dealing with conflict of interest with specific reference to:

an overarching statement defining conflict of interest within the context of the school’s governance structure

documented processes for

- an annual declaration by each ‘responsible person’ for the school in relation to any actual, perceived or potential conflict

- maintaining records of the annual declaration of each ‘responsible person’ for the school on and from 1 September 2014 and retaining such records for a period of seven (7) years before archiving or disposing

- requiring each ‘responsible person’ at formal meetings of the school’s ‘responsible persons’ to raise any actual, perceived or potential conflict with regard to items on the agenda for the meeting and for recording in the minutes of the meeting any conflict that is raised

- each ‘responsible person’ with a conflict of interest (including but not limited to a pecuniary interest or a related party transaction) mitigating the ensuing risk in a way that is acceptable to the other ‘responsible persons’ involved (for example, by absenting themselves from participating in any associated decision-making or advisory role).




Conflict of interest is a common law principle that refers to the existence or perception of divided loyalties and can be

difficult to comply with for some board members. A conflict of interest may be:

Actual: When a board member has a private interest that is sufficiently connected to his/her duties and

responsibilities as a director that it influences the exercise of these duties and responsibilities.

Perceived: When reasonably well-informed persons could reasonably perceive that a board member has a

conflict of interest, even where, in fact, there is no real conflict of interest.

Potential: When a board member has a private interest, which could affect his/her decision about matters

proposed for discussion.

The fiduciary obligations imposed on the members of a school board encompass a duty to avoid situations where,

without the prior consent of the board, a material personal interest of a board member conflicts or may conflict with their

duty to the school. Thus, a declaration of conflicts of interest should be a standing preliminary item on the agenda for

school board meetings so that board members may declare any actual or potential conflict of interest before further items

on the agenda are discussed.

A board member may also give a standing notice of the nature and extent of a possible conflict of interest. A standing

notice means that the board member will not be obliged to bring his or her interest to the attention of the board every

time a potentially conflicting matter arises.

The issues relating to a board member’s conflict of interests can be complex and will, in most circumstances, depend on

the individual circumstances. Poor handling of conflicts of interest can reflect badly on a school and relationships within

the school, raising ethical and legal issues. As such, the board must have in place a policy and documented processes

to deal with conflicts of interest.

Example Policy

ABC SCHOOL discloses as necessary, and avoid where possible, situations in which their personal interests or the

interests of a relative or close associate may conflict either directly or indirectly with decisions made by the governing

body, whether the conflict is actual, perceived or potential.

Example Procedure

ABC SCHOOL maintains the following documented processes in relation to Conflicts of Interest:

An overarching statement defining Conflicts of Interest in the context of ABC SCHOOL (School to Provide).

A Checklist to assist ABC SCHOOL RPs assess whether they have a Conflict of Interest (Conflict of Interest

Checklist)

An annual Conflict of Interest Declaration which is:

1. Completed annually by each RP;

2. Retained from 1 September 2014, and retained for 7 years for each RP before archiving;



3. Collected and checked by POSITION/TITLE, and stored/accessed WHERE;

4. Updated by POSITION/TITLE when circumstances change (Conflict of Interest Declaration).

A Declaration of Interest is placed at the head of the agenda at each formal meeting of the ABC SCHOOL governing

body (Meeting Agenda – Declaration of Interest).

ABC SCHOOL governing body will determine and minute the process for managing any declared conflict of interest,

actual, perceived or potential.

Example Documentation to assist you Definition of Conflict of Interest – School to provide

Conflict of Interest Checklist – Please see Appendix Q: Conflict of Interest Checklist on page 67

Conflict of Interest Declaration – Please see Appendix R: Conflict of Interest Declaration on page 68

Meeting Agenda – Declaration of Interest – Please see Appendix S: Declaration of Interest on page 70



NESA Requirement 3.9.3 Proper Governance – Related Party Transactions RegisterA registered non-government school must have policies and procedures for the proper governance of the school in place.

3.9.3.3 Related party transactions register

Key Concept

All contracts and financial transactions made by an individual non-government school should be at ‘market value’, and ‘required’ for the operation of the school. (Section 83C, NSW Education Act).

Related party transactions (RPTs) are transactions made by the school to individuals and organisations related to the school. Transactions and payments should be conducted at arm’s length to ensure the interests of the school are served ahead of the interests of related parties. Related party transactions potentially involve conflicts of interest.


The ‘responsible persons’ for a registered non-government school must have in place and implement policies and procedures related to related party transactions:

requiring each ‘responsible person’ for the school to disclose any related party transactions made on behalf of the school’s proprietor or governing body.

maintaining a register of all related party transactions on and from 1 September 2014 and retaining such records for a period of seven (7) years before archiving or disposing.

the degree of materiality of the transaction will determine the degree of detail required to be included in the register.

arranging an external audit of the school’s register of all related party transactions on an annual basis

retaining a record of each external audit report of the register of all related party transactions on and from 1 September 2014 and retaining such records for a period of seven (7) years before archiving

notifying NESA if the contract or arrangement with the school’s external auditor is terminated by the school or external auditor prior to the expiry of the term of the contract or arrangement and the reason(s) for that termination.




A related party transaction or benefit occurs when a business deal or arrangement is entered into by two parties (i.e.

people or companies) who have a family or business relationship prior to the deal. For example, a business transaction

between a board member and the school, such as a contract for the board member’s company (or a company owned by

his or her daughter) to carpet the school library, would be regarded as a related party transaction.

Under NESA Requirement 3.9.3.3, a related party transaction includes any transaction through which a ‘“responsible

person” for the school acting on behalf of the school provides a financial or other tangible benefit to a related party (such

as themselves or another “responsible person” for the school or their spouse, other relatives or close associates and

other related organisations)’. Without further guidance, a ‘financial or other tangible benefit’ must be interpreted broadly

and would include transactions where there was no payment or other consideration for a benefit.

Related party transactions are closely related to conflicts of interest and the board should have in place a policy,

processes for dealing with related party transactions and a register of all related party transactions which is validated by

an external independent auditor.

Related party transactions should be declared at each board meeting and school boards should as a matter of course

resolve that a board member exclude himself/herself from the approval process where a related party is involved in a

transaction.

Example Policy

ABC SCHOOL maintains a register of all related party transactions. This register is validated by an external independent

auditor. Additional procedures ensure all RPTs occur at arm’s length.

Example Procedure

ABC SCHOOL RPs:

Disclose any related party transactions (RPT) via ABC SCHOOL’S Conflict of Interest Declaration at each formal

meeting of ABC SCHOOL governing body.

POSITION/TITLE maintains a Related Party Transaction Register commencing from 1 September 2014 (Related

Party Transactions Register). The Register lists all RPT approvals, details the nature of the transaction, the nature

of the relationship, the date of approval and any conditions attached to the approval.

Arrange for an annual external audit of the RPT Register.

Retain audited RPT Registers from 1 September 2014 for a period of 7 years. POSITION/TITLE will manage the

RPT Register which can accessed at WHERE.

ABC SCHOOL will notify NESA if the contract with the school’s external auditor is terminated by the school or the

auditor prior to the expiry of the term of the current audit contract, and identify the reason(s) for the termination.

Example Documentation to assist you

Related Party Transactions Register – Please see Appendix T: Related Party Transactions Register on page 72



NESA Requirement 3.9.3 Proper Governance – Professional LearningA registered non-government school must have policies and procedures for the proper governance of the school in place.

3.9.3.4 Professional learning

Key Concept

Continuous professional learning for RPs is conducted to develop the skills, knowledge and qualifications of RPs so the school can be governed properly.

Evidence of ComplianceThe ‘responsible persons’ for a registered non-government school must have in place and implement policies and procedures for the ongoing professional learning of the school’s ‘responsible persons’ with specific reference to:

the mandatory completion of a minimum twelve (12) hours of professional learning with regard to governance for each ‘responsible person’ for the school over each three (3) year period from the time of commencing as a ‘responsible person’; to be delivered by a NESA approved training provider

relevant professional learning for ‘responsible persons’ with responsibilities for areas of governance requiring particular qualifications, skills or expertise, for example in relation to finance, compliance, risk management and/or education, delivered by a NESA approved training provider

maintaining a register of professional learning and training undertaken by each ‘responsible person’ for the school including the following details for each year:

- name of ‘responsible person’ - role or position of responsibility - professional learning (date, nature, provider and hours)

retaining the register of professional learning on and from 1 September 2014, including relevant records such as evidence of completion of professional learning, and retaining such records and each entry into the register from the date of entry for a minimum period of seven (7) years before archiving or disposing.




Board members need to possess a range of skills – being familiar with their duties and responsibilities, having sound

financial skills, possessing a certain familiarity with the school’s legislative framework, having knowledge of risk

management and compliance issues and being aware of the various stakeholder relationships that are important to the

school’s success.

To be most effective, the development of individual board members must happen within the context of the development

of the board as a whole, and within the context of the individual school. The starting point for development is an

assessment of the board’s strengths and weaknesses, which can be achieved through a regular skills analysis.

Board members need to develop themselves and update their knowledge continuously to attain the levels of competence

demanded of them as members of the school board. Consequently, the board should have a policy that places an

expectation on all board members that they will commit to at least 1 day of professional development each year. The

board should also allocate an annual budget to encourage board members to participate in the training and professional

development they require to meet their responsibilities.

Example Policy

ABC SCHOOL provides professional learning for its RPs to ensure they have relevant qualifications, skills and

knowledge to govern the school properly.

Example Procedure

ABC SCHOOL RPs:

Determine priority areas of professional learning relevant to the needs, skills and experience of its RPs, in relation to

compliance, risk management, finance, legal obligations, conflict of interest, related parties and education

WHEN/FREQUENCY.

Participate in at least twelve hours of governance training for each RP over a 3-year period from becoming a RP.

Ensure professional learning for RPs is delivered by a NESA-approved training provider.

POSITION/TITLE maintains the register of each RPs professional learning annually (Responsible Persons’

Professional Learning Register). This register will record the names, role, date, nature and hours of professional

learning and can be accessed WHERE.

POSITION/TITLE will retain the RPs’ Professional Learning Register for a minimum of seven years, commencing on

1 September 2014 before archiving.


Responsible Persons’ Professional Learning Register – Please see Appendix U: Responsible Persons’

Professional Learning Register on page 76



NESA Requirement 3.9.3 Proper Governance – Induction ProcessA registered non-government school must have policies and procedures for the proper governance of the school in place.

3.9.3.5 Induction process for new ‘responsible persons’

Key Concept

Induction is conducted for new RPs to better understand and more effectively discharge their proper governance responsibilities.

Evidence of ComplianceThe ‘responsible persons’ for a registered non-government school must have in place and implement policies and procedures for the induction of new ‘responsible persons’ with specific reference to:

an induction process for new ‘responsible persons’ including, at a minimum, the mandatory successful completion of a NESA approved training program by a NESA approved training provider in relation to proper governance prior to taking up the role of ‘responsible person’ or within three months of becoming a ‘responsible person’ for the school

a school-based induction program to provide each new ‘responsible person’ with a copy of the following documents

- a copy of all the school’s documents, policies and procedures specified at 3.9.3.1 of the Manual and any other key policy document for the school

- the school’s most recent audited financial statements - recent minutes of meetings of the school’s ‘responsible persons’

maintaining evidence that each new ‘responsible person’ has received a copy of all of the documents specified above

maintaining a register of the induction process identifying the following details for each new ‘responsible person’

- name - date of becoming a ‘responsible person’ for the school - position of responsibility - details of any qualifications and/or experience relevant to the particular position of responsibility - details of the successful completion of a NESA approved training program in relation to proper

governance (date(s), provider, nature of training)

retaining the register of induction on and from 1 September 2014 and retaining each entry into the register from the date of entry for a minimum period of seven (7) years before archiving or disposing.




Board member induction, sometimes called board member orientation, is a process designed to help new board

members become effective as quickly as possible. A new board member will value a well-designed induction program, as

it will give them an understanding of their rights and obligations, current school structure and operations, governance

policies and good practice processes and procedures.

The process should, at the very least, involve:

meeting with the Chair;

meeting with fellow board members;

meeting the principal and other key personnel;

visits to the campus or campuses;

familiarisation with the school’s educational philosophy and curriculum;

familiarisation with the education sector;

review of:

‒ constitution of the school;

‒ strategic plan;

‒ codes of conduct; and

‒ board protocols and policies including the board charter.

While the board should have a generic induction process, it may be necessary to design specific induction training for

some individual newcomers. For example, if a new board member is joining the board to fill a skills gap, but has had no

previous exposure to the independent schools or education sector, the induction program may need much greater

emphasis on these topics; for example, the economics, participants and future outlook.

Ideally, the board will have in place an induction and board member professional development policy.

Example Policy

All new ‘responsible persons’ participate in an induction program provided by ABC SCHOOL governing body and

management within three months of their appointment to the Board.

Example Procedure

ABC SCHOOL RP inductees complete the following processes within 3 months of commencing as a RP:

complete the four one-hour on-line modules, Introduction to School Governance, developed by AISNSW, or a similar

program delivered by an NESA-approved provider, and approved by ABC SCHOOL’S governing body;

meet the Principal and the Chair of ABC SCHOOL’S governing body;

tour ABC School to inspect its buildings, grounds and facilities;

receive key ABC SCHOOL governance documents. These include the constitution, code of conduct, delegation

schedule, legal compliance and risk management frameworks, minutes from last NUMBER meeting(s) and audited

financial statements;

sign a statement attesting these documents have been received by the inductee;



are advised of the primary governance responsibilities of acting in the interest of ABC School, confidentiality and

conflicts of interests by POSITION/TITLE.

ABC SCHOOL RPs

Maintain an Induction Register recording the new RP’s

- name

- date of becoming a RP

- position of responsibility

- qualifications and experience

- date for meeting Principal and Chair

- received key ABC SCHOOL governance documents

- details of completion of an NESA-approved training program including dates, provider and content of

training.

Keep the Induction Register from 1 September 2014 and retain each entry for a minimum of seven years from the

date of entry before archiving.

POSITION/TITLE oversights the Induction Program and maintains the Induction Register for ABC SCHOOL; this is

accessed WHERE.


Induction of Responsible Person’s Register – Please see Appendix V: Induction of Responsible Person’s

Register on page 77



NESA Requirement 3.9.3 Proper Governance – Independent AuditA registered non-government school must have policies and procedures for the proper governance of the school in place.

3.9.3.6 External independent attestation audit of Annual Financial Statements

Key Concept

Annual Financial Statements must be audited annually by external independent auditor.

Evidence of ComplianceThe school’s proprietor is to certify or is to provide other evidence that the audit and accompanying certificate:

have been completed by an auditor recognised by CPA Australia, Chartered Accountants Australia, the Institute of Public Accountants or another recognised accounting body approved by NESA.

comply with any other requirements imposed by Commonwealth or NSW Government agencies providing funding to the school

have not been completed by a person or body with whom the school has another business relationship in addition to audit services or with whom any of the ‘responsible persons’ of the school has a conflict of interest.

The school must have policy and procedures for notifying NESA if the contract or arrangement with the school’s external auditor is terminated by the school or external auditor prior to the expiry of the term of the contract or arrangement and the reason(s) for that termination.

The school’s audited and certified annual financial statements in relation to any period on and from 1 September 2014 are to be available for inspection and are to be retained for a minimum period of seven (7) years after the end of the period to which the annual financial statements refer before archiving or disposing.




As part of its oversight role, the board must ensure the school has procedures in place that ensure the annual financial

statements are audited and certified by an external independent auditor who is a member of a recognised accounting

body approved by NESA.

Example Policy

ABC SCHOOL has procedures to ensure that annual financial statements are audited and certified by an external

independent auditor who is a member of a recognised accounting body approved by NESA.

Example Procedure

ABC SCHOOL’s proprietor will certify that the audit and accompanying certificate:

have been completed by an auditor of a recognised accounting body approved by NESA

comply with any other requirements imposed by Commonwealth or NSW Government agencies providing funding to

the school

has not been completed by a person or body with whom the school has another business relationship in addition to

audit services or with whom any of the RPs of ABC SCHOOL has a conflict of interest.

ABC SCHOOL’s POSITION/TITLE will notify NESA if the contract with the school’s external auditor is terminated by

the school or the auditor prior to the expiry of the term of the current audit contract, and identify the reason(s) for the

termination.

ABC SCHOOL’s audited and certified annual financial statements are kept from 1 September 2014 and retained for

a minimum of seven years after the date of each year’s audit before archiving.

POSITION/TITLE will oversight the annual process including the retention of all audit records.



NESA Requirement 3.9.4 Financial ViabilityA registered non-government school must be financially viable.

Key ConceptRPs have a responsibility to ensure an individual non-government school is financially viable.


The proprietor of a non-government school is required to maintain evidence to demonstrate the current financial

viability of the school at the time of making an application for initial or renewed registration. The required evidence of

financial viability is prescribed by NESA based on a risk assessment, and is to be in the form of a certification or

warrant by a body or person approved by NESA for that purpose.

The prescribed form of certification or warrant will be one of the following:

certification from the principal of the school as required in the online application form for renewal of registration, or

Certification of Financial Viability from a NESA approved body or person assessed against the NESA Financial

Viability Framework, or

a Financial Viability Warrant from a NESA approved body or person providing assurance of financial viability.

The NESA Certification of Financial Viability, Financial Viability Framework, Financial Viability Warrant and an

overview of the risk assessment approach of NESA are published on the NESA registration website RANGS.

During the assessment of an application for registration, an Inspector may request additional information if concerns

about compliance are identified.

The proprietor of a registered non-government school must have policies and procedures for:

assessing the school’s financial viability at regular intervals with specific reference to the records and documents

to be used in making the assessment

retaining the school’s audited and certified financial statements on and from 1 September 2014 for a minimum

period of seven (7) years before archiving or disposing

retaining a copy of the financial viability certification or warrant in the form prescribed by NESA by the NESA

approved body or person for that purpose on and from 1 January 2017 for a minimum period of seven (7) years

before archiving or disposing

notifying NESA if the contract or arrangement with the school’s external auditor is terminated by the school or

external auditor prior to the expiry of the term of the contract or arrangement and providing the reason(s) for the

termination

notifying NESA if the affairs of the proprietor are under any form of external control, such as the control of a

manager, under any law. Such notification should be forwarded to the Director, School Registration and

Accreditation, GPO Box 5300, SYDNEY, NSW 2001 or by email [email protected].

In determining a school’s financial viability, an Inspector may require a school to provide relevant documentation such

as:




audited annual financial statements, an independent audit report and independent auditor’s management letter

compliance with any requirements imposed by state or Commonwealth agencies providing funding to the school recent Commonwealth Financial Questionnaire completed by the school

current school year operating financials (management accounts)

schedule of loan agreements, if applicable

property lease or rental agreements, if applicable, including the length of the lease or rental agreement and the

annual cost of accommodation services

information about any remuneration paid to members of the governing body and the award or agreement under which staff salaries are being paid

current school business plan

current year’s budget and forecast budgets for three to five years

insurance policies covering risk areas for the school

any other relevant materials.




School boards have a responsibility to ensure that there are appropriate systems and processes in place to enable not

only good governance and management of the school; accountability to all stakeholders; and compliance with all

regulatory and legislative requirements placed on the organisation; but also, that the organisation remains solvent and

complies with all its financial obligations.

Example Policy

ABC SCHOOL’s proprietor maintains relevant evidence to demonstrate ABC SCHOOL’s financial viability at the time of

registration/re-registration (select one).

Example Procedure

ABC SCHOOL RPs

when required by NESA, provide relevant financial data to NESA in the prescribed form of a certification or warrant.

monitor key financial accounts and relevant financial management reports at each formal meeting of ABC SCHOOL

Governors to assess financial viability.

maintain ABC SCHOOL’s audited and certified financial statements for seven years from 1 September 2014, before

archiving. These are accessible WHERE and managed by POSITION/TITLE.

retain a copy of the financial viability certification/warrant for seven years before archiving. These are accessible

WHERE and managed by POSITION/TITLE.

notify NESA if ABC SCHOOL is under any form of external control. POSITION/TITLE makes the notification.

have available and provide to a NESA inspector all financial documentation that a NESA inspector may require.

Note:

Board members of schools which are incorporated as companies limited by guarantee also have a duty to prevent insolvent trading under section 588G of the Corporations Act. Individual penalties and personal liability for debts can apply to each school director for failure to prevent insolvent trading.



NESA Requirement 3.9.5 Notification of MattersNESA must be notified of certain matters

Key ConceptCertain matters relating to the governance and operation of the school must be notified to NESA.


A registered non-government school must demonstrate that processes are in place by which:

the proprietor of the school, and, if the proprietor is a corporation, each director, trustee or person concerned in the management of the school

each member of the governing body of the school, and

the principal

are informed of their responsibilities under the Education Act, any Regulation under the Education Act and NESA requirements, including any duties of disclosure or notification.

A registered non-government school must provide, and document its process for providing, a return to NESA if, following an investigation by a relevant agency or authority, the school is formally notified in writing by that agency or authority of an alleged breach by the school of any of the following legislation:

Ombudsman Act 1974 Child Protection (Working with Children) Act 2012 The Children and Young Persons (Care and Protection) Act 1998 Teacher Accreditation Act 2004 Disability Discrimination Act 1992 Work Health and Safety Act 2011 Environmental Planning and Assessment Act 1979 Food Act 2003 Explosives Act 2003 Building Code of Australia.

Such notification must be provided to NESA within fourteen (14) working days of the formal notification of an alleged breach. Such notification should be forwarded to the Director, School Registration and Accreditation, GPO Box 5300, Sydney, NSW 2001 or by email [email protected].

A registered non-government school must provide, and document its process for providing, a return to NESA using NESA’s online facility, RANGS Online when changes occur to the:

management and operation of the school

- where a notification in relation to a ‘responsible person’ is required (see sections 3.9.5 (1) and (2) of this Manual), the notification should be forwarded to the Director, School Registration and Accreditation, GPO Box 5300, Sydney, NSW 2001 or by email [email protected].

- commencing from 1 July 2016, where a ‘responsible person’ for the school commences or ceases in the role of a ‘responsible person’, NESA must be notified within twenty-eight (28) days of the change by updating the school’s details on RANGS Online

- where a notification in relation to financial viability is required (see section 3.9.4 of this Manual), NESA must be notified within one (1) month of such change(s)

- where there has been an appointment of a new principal (or equivalent), or a change in the contact details for the school’s existing principal (or equivalent), NESA must be notified within one (1) month of





such change(s)

- commencing from 1 July 2016, the maintenance of details of persons who are ‘responsible persons’ for the school (apart from the school’s principal) including each person’s name, role, date of commencing and, when relevant, date of ceasing to be a ‘responsible person’ for the school within twenty-eight (28) days of a change being made and maintaining these records for a period of seven (7) years from the date of each entry before archiving or disposing

- where there has been a change in the contact name or other contact details for a registered campus, NESA must be notified within one (1) month of such change(s) occurring

- where the school has been sold, written notice is to be given by the purchaser to NESA within seven (7) days of completion of the sale

- where the school’s proprietor changes for any other reason, written notice is to be given by the new proprietor to NESA within seven (7) days of the change

- where a school’s existing proprietor changes its name or contact details, NESA must be notified within one (1) month of such change(s) occurring

- where the school intends to change its name, or the name of a registered campus, NESA must be notified at least one (1) month prior to such change taking effect

- where there has been a change in the school’s postal address or other contact details, NESA must be notified within one (1) month of such change(s) occurring

- where the school closes or ceases to operate, as a school, or for specific Years of schooling, (see section 2.4.10 of this Manual), NESA must be notified within one (1) month of the change.

staffing of the school – where there is a turnover of half or more of the teaching staff during any twelve (12) month period, NESA must be notified at the commencement of the next new term

curriculum – where the school

- increases the scope of its curriculum by teaching one or more courses in a KLA from which it has not previously taught any courses, NESA must be notified within one (1) month of such a change being implemented

- intends to deliver additional Years of schooling at a registered campus, NESA must be notified at least three (3) months prior to the implementation of such a change

- intends to decrease the Years of schooling it delivers at its main site or at a registered campus, NESA must be notified within one (1) month of such a change being implemented

- intends to deliver all or a significant part of students’ courses of study by means of distance education, the school must notify NESA seeking approval at least nine (9) months prior to the implementation of such a change. This excludes situations where a school that does not normally deliver courses by means of distance education provides units of work/activities for a student who has been granted leave by the principal and/or courses of study that its students access through outside tutors or external providers

premises and buildings – where the school intends to

- add another campus, NESA must be notified at least three (3) months prior to the implementation of such a change

- move to a new site, NESA must be notified by the principal (or equivalent) and/or proprietor of the school within three (3) months prior to the relocation

- close or cease operating a campus, or specific Years of schooling at a campus, (see section 2.4.10 of this Manual), NESA must be notified within one (1) month of such a change

schools with boarding facilities where:

- The school intends to relocate the boarding facilities on the school site or move the facilities to a new site, NESA must be notified by the principal (or equivalent) and/or proprietor of the school within three (3) months prior to the relocation

- there is a turnover of half or more of the full-time staff with supervisory responsibilities for boarders during any twelve (12) month period, NESA must be notified at the commencement of the new term

Schools intending to provide boarding facilities

- where the school intends to provide regular overnight accommodation for students at the school, either itself or by contractual arrangement, the school must notify NESA to seek approval at least nine (9) months prior to the intended date of initial provision of such facilities.




As part of its oversight role, the board must ensure the school provides, and documents its process for providing, a return

to NESA when there is a breach of legislation or changes occur to the:

management and operation of the school, e.g. where the school intends to change its name;

staffing of the school, e.g. a turnover of half or more of the teaching staff during any twelve 12 period;

curriculum, e.g. the school increases the scope of its curriculum;

premises and buildings, e.g. the school adds another campus; and

boarding facilities, e.g. where the school intends to provide regular overnight accommodation for students at the

school.

Example Policy

ABC SCHOOL notifies NESA of all matters set out in the current Registered and Accredited Individual Non-government

Schools (NSW) Manual (the Manual) according to specified timelines and notification methods.

Example Procedure

ABC SCHOOL’s POSITION/TITLE will notify NESA, within timeframes specified in the Manual, in relation to

responsibilities under the Education Act including:

Alleged breaches of the following legislation:

- Ombudsman Act 1974

- Child Protection Working with Children Act 2012

- Teacher Accreditation Act 2004

- Disability Discrimination Act 1992

- Work Health and Safety Act 2011

- Environmental Planning Assessment Act 1979

- Food Act 2003

- Explosives Act 2003

- Building Code of Australia.

Relevant changes to the management and operation of the school

Relevant changes to staffing of the school

Relevant changes to the curriculum

Relevant changes to premises and buildings.

POSITION/TITLE will maintain notification records and store them WHERE.


Please refer to the NESA online notifications portal at

https://rego.nesa.nsw.edu.au/registered-individual-non-government-schools/registration-requirements/management-

and-operation-of-the-school/notifications-and-disclosures


https://rego.nesa.nsw.edu.au/registered-individual-non-government-schools/registration-requirements/management-and-operation-of-the-school/notifications-and-disclosures

https://rego.nesa.nsw.edu.au/registered-individual-non-government-schools/registration-requirements/management-and-operation-of-the-school/notifications-and-disclosures

AppendicesExample Documentation



Appendix A: Fit and Proper Documentation Templates (3.9.1)

Board Nomination Form Template

Name:

Address:

Phone:

Email:

I would like to nominate for the board of ABC SCHOOL and agree to abide by the roles and responsibilities should I be appointed to the board.

We, the undersigned persons entitled to vote at the forthcoming school board elections nominate the candidate for the board of ABC SCHOOL:

Name and Signature of Nominator*:

Name and Signature of Seconder*:

*Note the nominator and seconder must be persons entitled to vote for the nominee pursuant to the school Constitution and/or regulation.

Information Concerning Nominee1. What has motivated you to apply for a position on the ABC SCHOOL board?

2. Please provide a brief biography (maximum 250 words), along with a photo of yourself.

3. Please summarise your current and previous employment and experience (maximum 80 words)

4. Formal Qualifications (if applicable):



5. Skills Matrix Questionnaire:

Please rate the level of skills and/or experience in a particular area using the following ratings:

(1) No experience or knowledge

(2) Little experience or knowledge

(3) Reasonable experience or knowledge

(4) Considerable experience or knowledge

(5) Expert experience or knowledge

SKILLS AND EXPERIENCE RATING COMMENTS OR SUPPORTING EVIDENCE

Education sector experience

Finance, accounting and business acumen

Legal skills

Strategic human resource management skills

Risk management experience

Marketing experience

Information technology experience

Capital development experience

Governance experience

Other:

DIRECTOR CAPABILITIES RATING COMMENTS OR SUPPORTING EVIDENCE

Ability to assimilate and synthesise complex information

Capacity to develop and deliver a logical argument

Innovative thinker

Leadership ability

Interpersonal and relationship management skills

Time availability

PERSONAL ATTRIBUTES RATING COMMENTS OR SUPPORTING EVIDENCE

Honesty and integrity

High ethical standards

Network of relevant contacts

6. Names and contact details of two referees to support the information provided in the Skills Matrix above.

Signed: Date:



Statutory Declaration Template

Statutory Declaration under the New South Wales Oaths Act 1900 for a responsible person for a NSW non-government school to be fit and proper

Statutory declaration of a responsible person for a NSW non-government school to be fit and proper as defined under the Education Act 1990.

I, …………………………………………………………………………………………………………………………………………..[insert full name of Responsible Person]

of …………………………………………………………………………………………………………………………………………[insert address]

solemnly and sincerely declare that:

1. In respect of …………………………………………………………………………………………………………………..

………………………………………………………………………………………………………………………………….[insert full proper name of the legal entity] (“the Proprietor”)

Which trades as ………………………………………………………………………………………………………………

………………………………………………………………………………………………………………………………….[insert name(s) of the non-government school(s)].

2. I am authorised to make this statutory declaration as a Responsible Person.

3. I understand that I am required to sign a fit and proper statutory declaration prior to commencing as a ‘responsible person’ for the school and at least on an annual basis while continuing to be a ‘responsible person’ for the school.

4. I understand that the NSW Education Standards Authority will rely on evidence tendered by the school including this Statutory Declaration, in assessing the school’s compliance with the Education Act 1990 as identified in NESA’s Registered and Accredited Individual Non-government Schools (NSW) Manual.

5. I declare that I have not:

(i) ever been convicted of an offence against a law of an Australian state or territory or the Commonwealth of Australia;

(ii) ever become bankrupt, insolvent or placed under external administration;

(iii) ever been convicted, or charged with, an offence, including an offense in relation to children, dishonesty or violence;

(iv) ever been determined not to be a fit and proper person as prescribed under any law of an Australian state or territory or Australian Commonwealth;

(v) ever engaged in a deliberate pattern of immoral or unethical behaviour;

(vi) been a responsible person for a non-government school or proposed non-government school where registration was refused or cancelled.

6. I will advise the school immediately if any of the declarations made in paragraph 5 cease to be correct.



I make this solemn declaration, conscientiously believing the same to be true and by virtue of the Oaths Act 1900.

Declared at: …………..………………………………………. on …………..……………………………………….[place] [date]

……..………………………………………..[signature of declarant]

In the presence of an authorised witnessa, who states:

I, …………..………………………………………., a …………..……………………………………….,[ name of authorised witness] [qualification of authorised witness]

certify the following matters concerning the making of this statutory declaration by the person who made it:

[*please cross out any text that does not apply]

a) *I saw the face of the person OR *I did not see the face of the person because the person was wearing a face covering, but I am satisfied that the person had a special justification for not removing the covering, and

b) *I have known the person for at least 12 months OR *I have not known the person for at least 12 months, but I have confirmed the person’s identity using an identification document and the document I relied on was …………..……………………………………….[describe identification document relied on]

…………..………………………………………. …………..………………………………………. [signature of authorised witness] [date]

a An authorised witness is either a justice of the peace, a solicitor or barrister with a current practicing certificate issued under S6 of the Legal Profession Act 2004 in NSW, a notary public, a commissioner of the courts for taking affidavits or any person authorized to administer on oath.



Appendix B: School Constitution (3.9.3.1)

Refer to your School’s constitution. Its front page should look something like this.

ABC School ConstitutionA public company limited by guarantee under the Corporations Act 2001 (Cth)

ACN 123 456 789



Appendix C: Delegations Schedule (3.9.3.1)

The School Board is responsible for the governance and management of the School. The Board, while retaining ultimate

responsibility, may delegate responsibilities to the Head, the Business Manager, sub-committees or another person or

persons as it sees fit. Attached to the right to delegate, the Board has a responsibility to ensure that delegations are

being carried out within the requirements of statute and common law and the School’s own policies.

The Board must ensure that adequate risk management processes and internal controls are in place. Appropriate

supervision of management by the Board can be exercised through a number of mechanisms. The Board should receive

operational and compliance reports from and through the Head at its regular meetings. In some cases, an Audit

(Compliance and Risk) Committee may be established to report to the Board in specific areas of school operations and

at particular times. The Board must be aware of the requirement for it to implement an appropriate level of supervision

and monitoring of the School management while not engaging at any level in the micro-management of school

operations.

The day to day management of the operation of the School is, in general, delegated to the Head. This policy is based on

a principle of delegation by exception. Matters not delegated to the Head or delegated jointly to the Head and, say, a

Board sub-committee need to be separately identified, documented and the policy framework underlying the delegation

clearly articulated.

Examples of Head and Board joint delegations may include the appointment and termination of senior positions such as

the Business Manager, the Deputy Head, Head of the Junior School and the Chaplain. It may also include the

representation of the School within the media. For matters delegated to the Head conditional upon executive limitation or

a particular policy restriction, such as capital expenditure or student expulsion, an appropriate Delegated Authority must

be completed.



Sample Delegation Schedule

Item Activity Authority

Banking Accounts - Opening and closing bank accounts - School Board

- Authorised Signatories to bank accounts- School Board members x 2- Head- Business Manager

Cheques - Cheque signing (dual) - Any two authorised signatories- Holder of cheques - Business Manager

Credit Cards - Allocation of cards - School Board- Card Limits - School Board

Online - Administrator of online access - Business Manager- Administrator access authority & limits - School Board- Setting EFT transfer limits - School Board- EFT transfers to creditors - Any two authorised signatories- Payroll authorisation - Any two authorised signatories

Loans & Investments - Loans to Staff or other persons - School Board- Loans to associated organisations - School Board- Loans to non-associated organisations - School Board

- Entering into borrowing/overdraft facilities – Temp <$200k- Business Manager in consultation with

Finance Committee- Entering into borrowing/overdraft facilities – Temp >$200k - Head in consultation with School Board- Entering into borrowing/overdraft facilities – Long Term - School Board- Investment of Funds – approved policy - School Board- Investment placement including rate and term - Business Manager

Information Technology - Allocation of access - IT Manager & Business Manager/ HeadBudget Approval - annual recurrent budget - School Board

- annual capital budget - School Board- Re-allocation – up to $25k - Business Manager- Re-allocation – $25k and over - Finance Committee




Fixed Assets Purchase (capital expenditure)

- within budget - $100k or more - School Board- within budget - >$1k and <$100k - Head & Business Manager- within budget - $1k or less - Budget account holder- outside budget - School Board

Sale/Disposal - $50k or more - School Board- Less than $50k - Head & Business Manager

Operating / Recurrent Expenditure within approved budget and cash flow

- $50,000 or more - Head- $5,000 to less than $50,000 - Business Manager

- $1,000 to less than $5,000- Head of Campus, IT Manager, Director

of Development, Director of Professional Learning

- Less than $1,000 - Department HeadFees Setting Annual fees - School Board

Discounts - School BoardSpecial fee allowances and levies - Head

Bad Debts Write off recommendation - Head & Business ManagerWrite off endorsed and approved - School Board/Finance Committee

Students Scholarships Policy setting with regards to type, value and selection criteria - School BoardAwarding - Head / subcommittee?

Bursaries / Hardship

Policy setting with regards to type, value and selection criteria - School BoardAwarding - Head / subcommittee?

Prizes Awarding - HeadStaffing Employment Senior Positions - School Board and/or Head

Employment of other staff aligned to MEA - HeadEmployment of other staff non-aligned to MEA – within budget FTE - Head

Remuneration Head - School BoardBusiness Manager - School BoardOther Senior Staff – non-MEA aligned - School BoardOther Staff – MEA aligned - Head




Leasing Capital assets Capital cost greater than $50,000 and period more than 4 years - School BoardAmount and period less than the above - Business Manager

Real Property Rental agreement greater than 12 months - School BoardRental agreement less/equal to 12 months - Business Manager

Hire of Premises Associated organisations - HeadNon-Associated organisations - School Board

Other Honorarium or Ex Gratia Payment - School BoardContractual agreements for more than one year and greater than $50,000 per annum

- School Board



Appendix D: Supervisory Arrangements (3.9.3.1)



Appendix E: Code of Conduct Framework (3.9.3.1)

Section 1: Introduction

To include:

Statement of support for the Code of Conduct (“the Code”) from Chair (on behalf of Board) and Head

Mission Statement

Detailed values statement

Scope and application of the Code

Statement outlining the provision of resources to support implementation and monitoring of the Code.

Section 2: Areas of Compliance

Directors and officers must:

1. Act honestly, in good faith and in the best interests of the School

2. Use care, skill and diligence in fulfilling their duties

3. Use the power of their position for a proper purpose

4. Not make improper use of information acquired by their position

5. Not allow personal interests or those of associates, to conflict with the interests of the School

6. Exercise independent judgement in decision making

7. Maintain confidentiality (see attached Sample confidentiality undertaking).



Appendix F: Legal Compliance Framework (3.9.3.1)

CATEGORY KEY DOCS/LEGISLATION REQUIREMENTS RESPONSIBILITY

LATEST REVIEW / REPORT

COMMENTS TRAFFIC LIGHT(G/O/R)

Corps Act Corporations Act 2001 Annual accounts Business Manager 30/4/2014 Filed with ASIC 30/4/2014

AGM Company Secretary 15/5/2014 AGM held 15/5/2014

Constitution Memo and articlesFull compliance

(especially Board and members)

Board 30/6/2014 Reviewed compliance 30/6/2014

Education Acts

Consumer Laws

Privacy

Taxation

WHS

Environmental

Discrimination

Industrial Relations

Child Protection

Duty of Care

Workers Compensation

Charities & fundraising



Appendix G: Risk Management Framework (3.9.3.1)

SAMPLE RISK MANAGEMENT POLICY

2. INTRODUCTION

ABC SCHOOL recognises the management of the school’s risks are an important and serious responsibility. The school, and its stakeholders, may face a myriad of risks that threaten the achievement of academic, safety, financial, reputation, regulatory and strategic objectives. The need to manage risk is driven by numerous factors including changes in society, growing expectations from parents/guardians and regulators, increased litigation, competition and global events.

The ABC SCHOOL Board recognises that, together with the Principal and staff, they are responsible for instilling a strong risk-aware and control-conscious culture throughout the school. As a result, the likelihood and impact of risks are reduced and actual or potential problems that may emerge can be best identified, managed and resolved in the normal course of the school’s operations and in the best interests of the school’s stakeholders.

The Australia Risk Management Standard AS/ISO 31000:2018 forms the basis of the school’s Risk Management Framework. ABC SCHOOL will therefore:

Identify reasonably foreseeable risks associated with its activities that may have a material impact on the school;

Assess identified risks; Put in place controls and treatments to reduce risks to a target level that is consistent with the school’s

requirements; Communicate issues in relation to risks and risk management activities to key stakeholders; and Perform on-going monitoring and review of key risks to ensure that changes to the risks affecting the school are

identified and managed in a timely manner.

2. SCOPE

[Complete in relation to the school’s range of activities]

3. DEFINITIONS

Consequence The expected outcome or impact of a risk event.

Current risk The risk that remains after mitigating actions or controls have been considered. Current risk is assigned a rating based on current consequence and current likelihood (commonly considered the residual risk rating).

Inherent risk Rating of a risk assuming no controls are in place.

Likelihood The probability or chance of a risk event occurring.

Operational risk Key risks arising from ABC SCHOOL’s operational activities. Operational risks are component risks within each strategic risk.

Residual risk The level of risk that remains after assessing the effectiveness of the controls, management strategies and other mechanisms in place to mitigate a particular risk (treated risk).

Risk Risk is often characterised by reference to any event that will have an impact on the school or any of its activities. Risk is measured in terms of the consequences that could arise from an event (including changes in circumstances), and the likelihood of that particular consequence occurring. Risks to ABC SCHOOL are generally assessed in terms of their people, reputation, business operations, governance, financial and educational/ academic outcomes respectively.

Risk appetite The risk appetite of ABC SCHOOL is the amount and type of risk that the school is willing to take in order to meet its strategic objectives.

Risk assessment The overall process of risk identification, risk analysis and evaluation.

Risk identification The process of determining the what, where, when, why and how something could happen.

Risk Management Framework

Framework enabling the consistent management and reporting of risk throughout ABC SCHOOL. The framework includes a risk policy, risk assessment protocol, risk reporting protocol and risk register.

© The Association of Independent Schools of New South Wales 2020


Risk rating A categorisation or prioritisation of risk combining likelihood, consequence and mitigating actions. See current risk and target risk.

Risk register Register that defines and assesses key components of each risk.

Risk treatment The process of implementing measures to modify risk.

Strategic risk Risk categories that represent the key risk areas for ABC SCHOOL. Strategic risks impact on the achievement of the organisation’s strategic objectives

4. POLICY

4.1 Policy Statement

ABC SCHOOL is committed to:

Protecting valuable assets, inclusive of people, processes, property, products and reputation; Improving our planning processes by enabling the key focus to remain on core business and to help ensure

continuity of service delivery; Reducing the likelihood of potentially damaging occurrences and assist with preparing the school to effectively

manage challenging events; Contributing to the development of a positive organisational culture, in which people not only feel safe but also

understand their purpose, roles and direction in a risk-aware culture; Improving accountability, responsibility, transparency and governance in relation to both decision-making and

outcomes; Fulfilling our fiduciary obligations; Ensuring to the best of our ability that the school environment is a safe place for all students.

4.2 Policy

This policy sets out ABC SCHOOL’s overall approach to risk management.

4.2.1 Understanding risk management

Risks have been described in terms of combination of the impact or consequences of an event occurring and its likelihood of occurring.

Risk is the chance of something happening that will have an impact on objectives and risk management can be described as the culture, processes and structures that are directed towards realising potential opportunities while managing an adverse effect.

ABC SCHOOL’s Risk Management Framework is designed to identify the risks the school faces and put measures in place to keep those risks to an acceptable minimum. The existence of risk presents both threats and opportunities to the school.

Risk Owners have been assigned responsibility for the identified risks in the school Risk Register. ABC SCHOOL’s risk assessment matrix is used as the benchmark in planning and implementing the risk management measures.

The risk management process consists of the following main elements:

Identify: identify a risk (threats or opportunities) and document the risks captured by the Risk Register owner. Assess: the primary goal is to document the net effect of all identified threats and opportunities, by assessing:

‒ Likelihood of threats and opportunities (risks);‒ Impact of each risk;‒ Proximity of threats; and‒ Prioritisation based on scales.

Plan: preparation of management responses to mitigate threats and maximise opportunities. Implement: risk responses are actioned. Monitor and review: monitor and review the performance of the risk management system and changes to

business initiatives. Communicate and consult: communicate with internal and external stakeholders throughout the risk

management process. Record and report: the risk management process and its outcomes should be documented and reported

through appropriate mechanisms. This includes providing regular reports to the Principal, POSITION TITLE(S), Audit and Risk Committee (ARC) and Board at agreed times.

Risks are effectively managed at ABC SCHOOL through the effective implementation of various controls, which include:



Board approved Risk Management Framework; documented policies and procedures; maintenance of registers; implementation of risk-based systems and processes; ongoing monitoring of regulatory obligations; checklists to guide activities and project plans to record actions; and internal and external reporting.

5. RESPONSIBILITIES

5.1 Board

The Board ultimately responsible for approving, and committing to, the risk management policy and setting and articulating ABC SCHOOL’s appetite for risk. The Board’s responsibilities include:

Receiving and challenging the school’s risk appetite on a regular basis; Approving the Risk Management Framework on an annual basis; and Reviewing and approving risk information (including independent audits of the Risk Management Framework

and external disclosures) that is provided to the Board by the ARC from time to time.

5.2 Principal

The Principal is responsible for:

Ensuring all Risk Owners, staff, students and volunteers adhere to the Risk Management Framework; Reviewing and endorsing any information provided by the Audit Committee to the Board.

5.3 Audit and Risk Committee (ARC)

The Board delegates the Audit and Risk Committee with responsibility for overseeing the risk management activities at ABC SCHOOL. Functions of this role include:

The ARC, has responsibility under its Charter for:

Ongoing review and approval of the Risk Register in accordance with risk reporting protocols; Annually reviewing and recommending to the Board any proposed changes to the Risk Management

Framework; Monitoring adherence to the Risk Management Framework; Promoting awareness of the Risk Management Framework throughout the school; and Providing any relevant risk information (e.g. independent audits of the Risk Management Framework or external

disclosures) to the Board for approval.

5.4 Senior Management Team (SMT)

The Senior Management Team has responsibility for communicating and consulting with staff to ensure risks are identified, appropriate controls are in place and any necessary treatments are addressed in relation to the operational activities of the school.

The SMT comprises those persons incumbent in the positions of:

Principal; Business Manager; POSITION TITLE; Etc.

5.5 Risk Owners

Risk Owners are individuals who have been allocated ownership of strategic or operational risks and are responsible for managing, monitoring and reporting on the status of the risk to the Board and ARC. Risk Owners should follow the Risk Management Framework in fulfilling their obligations which include:

Monitoring and updating risks and their associated ratings on at least a quarterly basis; Reporting any new or re-rated risks in accordance with the Risk Management Methodology; Reviewing all risks in their area at least once per year.

5.6 Staff, Contractors and Volunteers

Risk management is the responsibility of all ABC SCHOOL staff, contractors and volunteers. This group should be aware of and are responsible for applying risk management principles and practices relevant to all areas of their work.



5.7 Parents/Guardians and Members of the School Community

Parents/guardians and members of the school community are responsible for maintaining awareness of, and complying with, the school’s policies, instilling risk-awareness in their children and bringing risk-related matters to the school’s attention.

5.8 Students

Students are responsible for complying with the school’s policies; following the instructions of staff and adopting appropriate behaviour.

6. REVIEW

ABC SCHOOL’s Risk Management Framework is evolving. It is an ongoing process and it is recognised that the level and extent of the Risk Management Framework will evolve commensurate with the growth of the school. This will include an annual review of this policy by the ARC.

7. REFERENCES

7.1 Related Policies, Procedures and Registers

Risk Appetite Statement Risk Management Methodology Risk Register Child Protection Policy Etc.

7.2 Related Documents and Legislation

Education Act 1990 (NSW) NESA Registered and Accredited Individual Non-Government Schools (NSW) Manual Australia Risk Management Standard AS/ISO 31000:2018 Work Health and Safety Act 2011 (NSW) Etc.



SAMPLE RISK MANAGEMENT METHODOLOGY

1. INTRODUCTION

The ABC SCHOOL Risk Management Framework provides a systematic approach to identifying, assessing and treating risks.

The Risk Management Framework describes the criteria that will be used by ABC SCHOOL to assess consequence and likelihood, leading to an overall risk rating. The overall risk rating will be measured for current risk (the risk level at the present time that takes into account all controls) and target risk (a future risk level that ABC SCHOOL would like to reach in the short to medium term).

The Board has considered the Australian Risk Management Standard AS ISO 31000:2018 in developing its risk assessment process. It has developed its process using likelihood and consequence measures, and building these into a risk level matrix. Risk will be assessed on an inherent basis (before controls are applied), and on a residual risk basis (following the application of controls).

The Risk Management Framework also describes the ownership, monitoring and management requirements for each level of overall risk.

The factors that are critical to the success of the school’s Risk Management Framework include:

embedding a risk-aware culture throughout the school; communicating our risk management strategy to all stakeholders; acknowledging that ‘it can happen here’; adopting innovative techniques to mitigate risks; effective identification and management of school-related strategic risks in addition to the operational risks; engaging staff and students in discussions on risk and control concepts; and adopting a continuous improvement philosophy.

2. RISK MANAGEMENT PROCESS

The risk management process from the Australian Standard is outlined in Figure 2.1 and elaborated below.

Figure 2.1: Risk Management Process

Adapted from: AS ISO 31000:2018



2.1 Scope, Context, Criteria

By establishing the scope, context and criteria, the school will be able to articulate its objectives and define the external and internal parameters to be considered when managing risk, as well as set the scope and risk criteria for the remaining process.

The external parameters refer to:

the socio-cultural, political, legal, regulatory, financial, technological, economic, natural and competitive environment, whether international, national, regional or local;

key drivers having an impact on the school; relationships with key external stakeholders.

The internal parameters refer to:

governance, organisational structure, roles and responsibilities; policies, procedures and strategies; resources, training and knowledge; relationships with key internal stakeholders.

2.2 Risk Identification

Identifying risk involves considering what, why, when, where and how things happen.

The goal of the risk identification process is to generate a comprehensive array of risks that may impact on the school. In establishing the context of risks key questions may include:

when, how, why and where are the risks likely to occur, or arise from the activity; what is the consequence should the risk or event occur, consider time and monetary impact; what are the threats and opportunities; what are the significant factors in both the internal and external environment that may affect the outcome; what is the source of the risk, has this occurred before, and how likely is it to eventuate; what is the impact should this occur; what controls are in place to mitigate this risk; and who are the stakeholders?

A range of procedures at ABC SCHOOL are used to identify risks, these include for example:

Discussion and identification of non-physical risks by the ABC SCHOOL Board and Board committees; Identification of risks through discussion at Senior Management Team (SMT) meetings; Safety reports completed by external auditors; Annual review of school policy and procedures; Etc.

A broad range of risks including operational, compliance, financial, reporting, technology, human resource and strategic risks are considered. Table 2.1 sets the risk categories and examples of the key areas of risk identified through the process.

Table 2.1: Risk Categories and Examples

RISK CATEGORY EXAMPLEBusiness continuity • Emergency response

• Crisis management

• Disaster recovery

Brand and reputation • Reputation damage

• Stakeholder communication failure

Bullying and violence • Student bullying

• Staff bullying

• Code of conduct enforcement

Child protection • Failure to embed a child safe culture

• Failure to provide adequate resources to meet objectives



RISK CATEGORY EXAMPLE

Compliance with legislation and regulation

• NESA Requirements

• ACNC reporting

• Privacy

Educational • Failure to engage students in curriculum

• Student outcomes

Financial position • Financial performance

• Financial management

• Funding

Governance • Failure to develop and maintain a high-performing board

• Poor decision making due to lack of appropriate information

• Inadequate/inappropriate governance processes and practices

Health and safety • WHS

• Duty of care

• Student safety and wellbeing

Human resources • Teaching staff turnover/retention

• Teacher workload and stress

• Non-teaching staff turnover/retention

IT systems and cybersecurity • IT systems failures

• Data breaches

• Technology innovation in education

Misconduct • Inappropriate behaviour

• Fraud or corruption

Operational • Lack of defined policies, processes, procedures or delegations of authority

• Complaints handling

• Audit

Property • Equipment and facilities

• Grounds

• Security

Strategic • Resourcing

• Failure to implement strategic objectives

• Strategic targets and priorities not realistic

2.3 Risk Analysis

Risk analysis involves developing an understanding of the risk and provides an input to risk evaluation and to decisions on whether risks need to be treated, and if so, on the most appropriate risk treatment methods. This analysis can also provide input into the options to address risks and inform the decision making required across different types and levels of risk.

Risk analysis should seek to identify potential causes and sources of risk in order to analyse their consequence and the likelihood that the consequence will occur.

All risks within the school are assessed using a common scale that considers:

the likelihood of a risk eventuating; and the potential consequences if the risk were to occur.

Determining likelihood can be subjective, particularly where data are not available. However, historical data that take into account frequency of exposure and statistical data are often available and can be used to determine whether the likelihood of an event is:

Almost certain Likely Possible



Unlikely Rare.

The likelihood of the risk occurring is linked to probabilities. The higher the probability; the higher the likelihood. The likelihood rating scale in Table 2.2 has been developed as a tool to assist with the likelihood assessment.

Table 2.2: Likelihood Rating

Likelihood Rating Likelihood Frequency Indicative Probability

Range5 Almost Certain Risk is expected to materialise multiple times

over a 1-year period>95%

4 Likely Risk is expected to materialise once in a 1-year period

75-95%

3 Possible Risk is expected to materialise once in a 1 to 5-year period

25-75%

2 Unlikely Risk is expected to materialise once in a 5 to 25-year period

5-25%

1 Rare Risk is expected to materialise less often than once in a 25-year period

<5%

The impact of the risk event requires an assessment of the highest cost outcome, taking into account ancillary costs as well as direct costs that will be incurred if the risk event takes place. The Board has determined that a ‘material’ risk is one that has the potential, if realised, to:

Adversely affect the interests of students, staff and other stakeholders; or Have a significant impact on the school’s operations, reputation, profitability or net assets.

The Risk Impact Rating scale in Table 2.3 has been developed to assist with quantifying the impact.

The measurement of the consequences that do not have a natural monetary value, for example, reputation loss, need to be determined. The main purpose of placing a value on the consequence is to get a feel for the magnitude of risk and its priority.

Table 2.3: Risk Consequence and Impact Ratings

Impact Rating

Level of Consequence Description

People (Staff, Students,

Volunteers, Contactors)

Operations FinancialEducational/

Academic Outcomes

Reputation

5 Catastrophic Severely impairs the ability of the school to operate as a going concern

• Business failure due to capability failures or death or multiple life-threatening injuries

• Critical system failure, bad advice or ongoing non-compliance

• Operations severely affected

• x% of revenue or

• x % reduction in enrolments

• High (%) reduction in students graduating with an HSC result; serious loss of recognition as leading school in educational delivery; narrowing extra-curricular activity delivery impacting reputation and enrolments

• Regulatory / government intervention

• Impacts organisational viability



Impact Rating

Level of Consequence Description

People (Staff, Students,

Volunteers, Contactors)

Operations FinancialEducational/

Academic Outcomes

Reputation

4 Major Will have a significant impact on the operations of the school

• Parts of business fail due to capacity/ capability failures or life-threatening injury or multiple serious injuries causing hospitalisation

• Strategies not consistent with organisation’s agenda

• Trends show service is degraded

• Significant and repetitive control failures leading to major impact in business operations



• Material (%) reduction in students graduating with an HSC result; substantial loss of recognition as leading school in educational delivery; narrowing extra-curricular activity showing possible impact on reputation and enrolments

• Intense public, political and media scrutiny

• Significant impact on enrolment base

3 Moderate Requires Principal and SMT intervention to manage and resolve; may consume considerable resources to manage taking attention from day-to-day operations; notification to Board

• Repetitive failure in business capacity/ capabilities causing some reputational impact or serious injury causing hospitalisation or multiple medical treatment cases

• One or more key accountability requirements not met. Inconvenient and disruptive but not threatening to the school as a whole



• Moderate (%) reduction in students graduating with an HSC result; loss of recognition as leading school in educational delivery; narrowing extra-curricular activity

• Adverse capital city media coverage

• Internal disruption some disaffected students / staff / parents or guardians

2 Minor Requires executive-level intervention to manage and resolve; notification to Principal

• Minor capacity/ capability failures or minor injury or first aid treatment case

• Policy procedural rule occasionally not met or services do not fully meet needs



• Small trend showing reduction in students graduating with an HSC result; increasing instability in curriculum and delivery resulting in some parent complaints

• Adverse local media coverage only

• Minor disruptions in business

1 Insignificant Is expected and can be managed through already-approved operations

• Minor irregular capacity / capability failures or injuries or ailments not requiring medical treatment

• Minor errors in systems or processes requiring corrective action, or minor delay without impact on overall business



• Immaterial reduction in students graduating with an HSC result; minor changes in curriculum and delivery expect in line with normal school management

• No adverse media attention

• Expected consequence of conducting business

Risk analysis is undertaken based on the existing status of the risk, with consideration of the controls that may already be in place, identifies the inherent risk (i.e. the risk prior to the implementation of any controls) and residual risk (the risk rating after the application of controls). This common approach to risk rating is necessary to ensure that the most significant risks to the school can be readily identified and prioritised in a way that has the greatest overall benefit to the school.



The Inherent Risk Rating equals the sum of the Likelihood Rating and the Impact Rating (see Table 2.4).

The Inherent Risk Rating is then classified as per Table 2.4.

Table 2.4: Risk Rating

Risk Rating Classification Required Action

9 to 10 ExtremeAdvise Board and monitoring required by Audit and Risk Committee

7 to 8 HighAdvise Board and monitoring required by Audit and Risk Committee

5 to 6 ModerateRegular monitoring required by Principal and Senior Management

Below 5 LowGeneral monitoring required by staff

The risk matrix in Table 2.5 can be used to combine LIKELIHOOD and CONSEQUENCE to obtain a risk score.

Table 2.5: Risk Analysis Matrix for Determining Level of Risk

CO

NSEQ

UEN

CE

CatastrophicModerate

2

High

3

High

3

Extreme

4

Extreme

4

MajorModerate

2

Moderate

2

High

3

High

3

Extreme

4

Moderate Low

1

Moderate

2

Moderate

2

High

3

High

3

Minor Low

1

Low

1

Moderate

2

Moderate

2

High

3

InsignificantLow

1

Low

1

Low

1

Moderate

2

Moderate

2

Rare Unlikely Possible Likely Almost Certain

LIKELIHOOD

2.4 Evaluate the Risks

The purpose of risk evaluation is to assist in making decisions, based on the outcome of risk analysis, about which risks need treatment and the priority for treatment implementation.

Decisions should take account of the wider context of the risk and include consideration of the school’s risk appetite and tolerances across categories of school activity as well as the actual and perceived consequences to external and internal stakeholders. Legal, regulatory and other requirements may also impact on the evaluation.

The rating of a risk, together with the categories of school activity and the related risk appetite as identified within the ABC SCHOOL Risk Appetite Statement, are used to determine:

The urgency with which action should be undertaken; The nature of the action that is required; The reporting requirements for the risk; How the risk is to be monitored.



That is, risk evaluation identified those risks where the inherent risk is greater than risk tolerances and therefore where risk treatment is required to further manage the risk.

2.5 Risk Treatment

Controls and mitigating actions are required for all risks. Where risk treatment is required, it involves selecting one or more options for modifying the risk and implementing those options. Risk treatment is required when the residual risks remain unacceptably high, or where there is a desire to bring this risk down, with regard to the school’s risk appetite. Once implemented, treatments provide or modify the controls.

An evaluation of each risk once undertaken determines those risks that are acceptable and those that require further treatment. To treat unacceptable risks, the school may improve existing controls or develop and implement new controls. Controls are mechanisms that modify risk and are designed to address the root cause of risk. They are (typically) policies, processes, procedures, and strategies. Controls are used to calculate the current (controlled) risk level and identify the extent to which controls are modifying the risk.

Risks with a ‘treated risk’ rating of low or medium are deemed to be acceptable and should be managed locally. Those risks with a ‘treated risk’ rating of high or extreme require specific treatment actions and the attention of the Principal or SMT.

Risk treatment involves an iterative process of:

formulating and selecting risk treatment options; planning and implementing risk treatment; assessing the effectiveness of that treatment; deciding whether the remaining risk is acceptable; and if not acceptable, taking further treatment.

Risk treatment options are not necessarily mutually exclusive. Nor may they be appropriate in all circumstances when giving due consideration of current risk appetite. The purpose of this step is to put in place one or more options (controls) to reduce the level of residual risk to a level that is considered acceptable by the school.

Selection of the most appropriate treatment option involves balancing the potential benefits derived in relation to the achievement of the objectives against costs, effort or disadvantages of implementation:

As highlighted in Table 2.6, responses to risk will fall within the categories of risk avoidance, mitigating/reducing, transferring or sharing and acceptance.

Table 2.6: Risk Response Categories

Avoid the riskNot to proceed with the activity or choosing an alternative approach to achieve the same outcome.Aim is risk management, not aversion.

Mitigate

Reduce the likelihood – Improving management controls and procedures.

Reduce the consequence – Putting in place strategies to minimise adverse consequences, e.g. contingency planning, business continuity plans, liability cover in contracts.

Transfer the risk Shifting responsibility for a risk to another party by contract or insurance. Can be transferred as a whole or shared.

Accept the riskControls are deemed appropriate.These must be monitored and contingency plans developed where appropriate.

Table 2.7 sets outs some of the considerations that may need to be determined when deciding what treatment options are appropriate for a given risk.

Table 2.7: Considerations for Treating Risk

TOPIC QUESTIONS

Acceptability Is the option likely to be accepted by relevant stakeholders?



TOPIC QUESTIONS

Administrative efficiency Is this option easy to implement or will it be neglected because of difficulty of administration or lack of expertise?

Authority Who has the authority to apply this option, e.g. the Principal, the Board?

Compatibility How compatible is the treatment with others that may be adopted?

Continuity of effects Will the effects be continuous or only short term? Will the effects of this option be sustainable? At what cost?

Cost effectiveness Is it cost-effective? (Could the same results be achieved at lower cost by other means?)

Economic and social effects What will be the economic and social impacts of this option?

Effects on the environment What will be the environmental impacts of this option?

Equity Are risks and benefits distributed fairly, e.g. do those responsible for creating the risk pay for its reduction?

Individual freedom Does the option deny any basic rights?

Leverage Will the treatment options lead to additional benefits in other areas?

Objectives Are organisational objectives advanced by this option?

Political acceptability Will it be acceptable to the school community? Is it likely to be endorsed by the relevant government authority, if required?

Regulatory Does the treatment (or lack of treatment) breach any regulatory requirements?

Risk creation Will this treatment introduce new risks or unintended consequences?

Timing Will the beneficial effects be realised quickly?

The next step involves the determination of the expected Residual Impact, that is, the Inherent Impact calculated earlier reduced by the effect of the mitigators which limit the quantum of the impact and / or the probability.

The methodology used to determine the Residual Risk is similar to that used to determine the Inherent Risk. The only difference is that the Likelihood Rating and Impact Rating are determined after consideration of the influence of controls in place to reduce the likelihood and / or consequence.

The Residual Risk is then classified as Extreme, High, Moderate or Low using the scale used for Inherent Risk.

The tolerance for the Residual Risk needs to be determined. Tolerance is the amount that can be foregone each year in respect of the risk. This amount must be aligned with the risk appetite approved by the Board.

For controllable risk, the residual risk would normally be expected to be within tolerance where the effectiveness of the mitigation strategies was assessed as either ‘Acceptable’ or ‘Effective’.

If the Residual Risk is in excess of the tolerance for any risk, an Action Plan (see Appendix 2 for the Risk Treatment Schedule and Action Plan Template) setting out the steps to be taken to reduce the risk to tolerable levels together with a reasonable time frame in which the Action Plan will be implemented must be prepared for management approval.

The controls in place need to be assessed. The criteria for the assessment of mitigation effectiveness is set out in Table 2.8.

Table 2.8: Risk Mitigation Effectiveness

RATING CRITERIA

Ineffective • The design of controls overall, is ineffective in addressing key causes and/or consequences.

• Documentation and/or communication of the controls does not exist (e.g. policies, procedures, etc.).

• The controls are not in operation or have not yet been implemented.



RATING CRITERIA

Needs Improvement • The design of controls only partially addresses key causes and/or consequences.• Documentation and/or communication of the controls (e.g. policies, procedures, etc.)

are incomplete, unclear or inconsistent. • The controls are not operating consistently and/or effectively and have not been

implemented in full.

Acceptable • The design of controls is largely adequate and effective in addressing key causes and/or consequences.

• The controls (e.g. policies, procedures, etc.) have been formally documented but not proactively communicated to relevant stakeholders.

• The controls are largely operating in a satisfactory manner and are providing some level of assurance.

Effective • The design of controls is adequate and effective in addressing the key causes and/or consequences.

• The controls (e.g. policies, procedures, etc.) have been formally documented and proactively communicated to relevant stakeholders.

• The controls overall, are operating effectively so as to manage the risk.

2.6 Recording and Reporting

Recording and reporting aims to:

Communicate risk management activities and outcomes across the organisation; Provide information for decision making; Improve risk management activities; Assist interaction with stakeholders including those with responsibility and accountability for risk management

activities.

2.6.1 Recording

Recording is important for the following reasons:

it gives integrity to the process and is an important part of good corporate governance; it provides an audit trail and evidence of a structured approach to risk identification and analysis; it provides a record of decisions made which can be used and reviewed in the future; and it provides a record of risk profiles for ABC SCHOOL to continuously monitor.

Key records will include:

Risk Management Policy – Establishes commitment and provides a high-level overview of risk management framework;

Risk Management Framework– Details the risk management framework processes and activities; Risk Register – the key risks and controls for ABC SCHOOL’s activities and processes; Risk Treatment Plans – strategies to treat risk levels higher than acceptable risk tolerances.

2.6.2 Reporting

The risk management process and its outcomes are reported to the Principal, SMT and the Audit and Risk Committee. Outcomes are also made available to staff where appropriate. This assists with decision making, improving risk management and transparency and the monitoring of risks against the school’s stated risk appetite.

Table 2.9 provides an overview of risk reporting at all levels.

Table 2.9: Risk Reporting Matrix

Strategic Risks Operational Risks Responsible to

Board • Ensure that the strategic risk profile is reviewed annually

• Establish, implement and monitor the business plan and objectives

• Review and approve risk information from ARC

• Oversight of all operational risks through the Principal and SMT



Strategic Risks Operational Risks Responsible to

Audit and Risk Committee (ARC)

• Oversight of all strategic risks – implementation, monitoring, review and approval

• Review annually and monitor adherence to the Risk Management Policy

• Oversight of all operational risks through the Principal and SMT

• Report to Board quarterly on all operational and strategic risks with a high or very high-risk rating

Principal • Action plans and management responsibility allocated for all high and very high-risk areas

• Ensure all risk owners, staff, students and volunteers adhere to the Risk Management Policy

• Report to Risk Management Committee on changes to strategic and operational risk areas quarterly and on any new, changed or re-rated risk as needed

Senior Management Team (SMT)

• Action plans and management responsibility allocated for all high and very high-risk areas

• Responsible for identification, monitoring and reporting of all operational risks

• Report to ARC via Principal on changes to strategic and operational risk areas quarterly and on any new, changed or re-rated risk as needed

Risk Owners • Responsible for identification, monitoring, review and reporting on specific strategic risk area

• Responsible for identification, monitoring, review and reporting on specific risk area

• Report to SMT quarterly• Report on any new,

changed or re-rated risk as needed

2.7 Communication and Consultation

It is essential throughout the risk management process that those involved in managing risk are aware of and understand why particular actions are necessary. Risks may be communicated by written or verbal means. Records of any decisions that arise from communication and consultation activities are kept for future reference and accountability purposes.Communication and consultation related to risk matters occurs at ABC SCHOOL at a number of levels and through a variety of mechanisms. Some of these mechanisms include:

Staff professional learning, e.g. Staff and student consultation, e.g. consultation with students is conducted through the Student Representative

Council Parent/guardian and school community consultation, e.g. information evenings, emails School procedures, e.g. all position descriptions and contracts capture the relevant risk responsibility for each

staff member.

2.8 Monitoring and Review

Few risks remain static. Risks will be continuously monitored and reviewed; and the effectiveness of the controls in place and of the risk treatment plans will be assessed to ensure changing circumstances do not alter risk priorities. Feedback on the implementation and the effectiveness of the Risk Management Framework will be obtained from the risk reporting process, internal audits and other available information.

Risks will be monitored regularly in line with their significance. At minimum, the risk register will be reviewed every six months in line with the school’s planning cycle.

Key Risk Indicators (KRIs) will be developed to monitor risks on an ongoing basis. KRIs are operational in nature and should be determined by the risk owner once risks and their causes have been identified. An example of a KRI might be to monitor the number of student enrolments and determine a certain percentage reduction or change which would alert the accountable person that a potential risk to the school was forming.

KRIs are designed to be predictive in nature and identify changes in emerging risks. They are linked to risk factors that may impact on the achievement of a particular strategy.

Key questions to ask during this stage include:

Are the risk treatments effective in minimising the risks? Are risk treatments comparatively efficient and cost effective in minimising risks? Are the management and accounting controls adequate?



Do the performance indicators address the key success elements for risk treatment? Are the assumptions, including those made in relation to the environment, technology and resources, still valid? Do the risk treatments comply with legal and regulatory requirements, and school policies? How can improvements be made?

3. RISK REGISTER

The ABC SCHOOL Risk Register is a centralised register of all strategic and operational risks that may have an impact on the school achieving its strategic and operational goals.

In addition to the ABC SCHOOL Risk Register, each unit or functional area is required to compile a risk register and review this register quarterly.

Each direct report to the Principal has responsibility for maintaining risk registers for their areas of responsibilities. The registers are to:

use a system of unique Risk IDs that provide a linkage of risk to the school’s core strategies and functional areas;

list the risks which could cause losses to be incurred and possible causes; determine the likelihood of the risk occurring list the consequences; provide an assessment of the inherent risks; detail the existing risk controls; provide an assessment of the strength of the controls; provide an assessment of the residual risks; detail any action plans to reduce residual risks.

Whenever any functions or systems are developed or changed, or new strategies, products or projects are considered, management is required to carry out a risk appraisal. This review is carried out using the procedures and tools set out in the Risk Management Methodology. The respective risk register is to be updated accordingly and any changes incorporated in the central Risk Register via the POSITION TITLE.



Appendix 1: Example Risk Register TemplateR

isk

ID

Ris

k C

ateg

ory

Ris

k N

ame/

D

escr

iptio

n

Like

lihoo

d be

fore

Miti

gatio

n

Con

sequ

ence

be

fore

Miti

gatio

n

Inhe

rent

Ris

k R

atin

g

Ris

k M

itiga

tion

Ris

k M

itiga

tion

Effe

ctiv

enes

s

Like

lihoo

d af

ter

Miti

gatio

n

Con

sequ

ence

af

ter M

itiga

tion

Res

idua

l Ris

k R

atin

g

Act

ion

Plan

Ris

k O

wne

r

Tim

e Fr

ame

# The broad categories of risk identified by the school, e.g. financial, compliance, reputational.Each risk identified will be classified into one of the risk categories that define business activity. If a risk has aspects that relate to more than one category, the predominant category is recorded in the Risk Register

This is a brief description of the risk including the cause(s) of the risk in order to develop strategies to mitigate that risk

This is an assessment of how likely the risk is to occur before controls are in place, i.e. “Rare” to “Almost Certain”, based on pre- determined descriptors in the Risk Management Methodology (see Table 2.2)

This is an assessment of how serious the impact would be if the risk occurred, i.e. “Insignificant” to “Catastrophic” – this can be in financial, reputational, etc. terms (see Table 2.3)

A pre-determined scale (matrix) gives an un- controlled risk rating from “Low” to “Extreme” based on these (see Tables 2.4 and 2.5) Likelihood and Consequence assessments

What is being done to reduce the Likelihood and/or Consequences of the risk is shown here and these actions (policies, procedures, reviews, inspections, etc.) should be directed towards the previously identified cause(s) of that risk

The controls in place need to be assessed. The criteria for the assessment of risk mitigation effectiveness is set out in Table 2.8 of the Risk Management Methodology

This is a re- assessment of how likely the risk is to occur now, after controls are in place and their effectiveness is considered (see Table 2.2)

This is a re- assessment of how serious the impact now is, again, after the existing controls are considered (see Table 2.3)

Using the same scale as previously, the “left-over” risk is now rated for acceptability or to indicate that further action is required (see Tables 2.4 and 2.5)

If further action is required (i.e. the level of risk remains unacceptable even after controls are in place), that action is shown here

Who will monitor this risk and its treatment, i.e. who is the risk owner?

Activity time frames; due dates

A1 Child Protection – School culture

There is a risk the school does not develop a culture of child safety

Possible(example only)

Major(example only)

High(example only)

• Implement child safety risk management strategy.

• Adopt and apply risk management procedures to identify, assess, evaluate, treat, monitor, review and report child safety risks.

• Child safety policy and statement of commitment.

• Child safety code of

Acceptable(example only)

Unlikely(example only)

Moderate(example only)

Moderate(example only)

• Inclusion of child safety obligations in staff position descriptions.

• Develop and distribute regular school bulletins containing material related to child safety to inform the school community.

• Conduct periodic reviews of the effectiveness

Principal Ongoing


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practices to embed an organisational culture of child safety.

• Utilise best practices for child safe organisations.

• Implement human resources practices for child safe organisations.

• Appointment of a child safety officer/champion for the school.

• Child safety a standard discussion item on SMT meetings and all staff meetings.

• Staff, volunteers, visitors and contractors’ induction regarding the school’s current child safety standards and practices.

of the child safety risk management strategies put into practice and, if considered appropriate, revise those strategies.

• The Board will develop strategies to deliver appropriate education about:

- standards of behaviour for students attending the school;

- healthy and respectful relationship;

- resilience; and

- child abuse awareness and prevention.

A2 Child Protection – Non-reporting



Appendix 2: Risk Treatment Schedule and Action Plan Template

Organisational unit / function / activity: Ref:

Risk: Date of review:

Summary – Recommended response and impact:

Risk rating after treatment:

Action plan1. Proposed actions

2. Resource requirements

3. Responsibilities

4. Timing

5. Reporting and monitoring required

Complier ……………………………………. Date …………………………………….

Reviewer ……………………………………. Date …………………………………….



Appendix H: Board Status Report Template (3.9.3.1)

An example of a reporting tool for strategy is to have the principal report to the school board on the success of the major strategic initiatives of the school using a stoplight system; green for on-target, amber for off-target with small difficulties and red for off-target with major difficulties. Such a report should also be accompanied with relevant KPIs and, where the strategy is off-target, a summary of the issues and what is being done to rectify the problem.

CORE STRATEGY STRATEGIC PROGRAM REPORTING PERIOD

1 2 3 4 5 6 7 8

1. [Core strategy name]1.1 [Program name] [Explanation]

1.2 [Program name] [Explanation]

2. [Core strategy name]2.1 [Program name] [Explanation]


3. [Core strategy name]





4. [Core strategy name]




Colour Coding

Exceeds target/schedule or complete

Meets target/schedule

Behind target likely to recover/missed target but within tolerance

Behind target unlikely to recover/missed target and outside acceptable tolerance



Appendix I: Meeting Minutes Template (3.9.3.1)

The minutes of board meetings are:

The written record of the board’s discussion and activities;

Legal documents as well as historical records of school business;

A way to share proceedings with board members and other interested parties who did not attend;

A way to prevent disagreement over recommended actions and board decisions; and

A way to establish that directors have exercised proper care and diligence in their decision-making.

A standard minutes template allows for consistency and makes the job of compiling the minutes much simpler. The following template follows the format of the Meeting Agenda Template in Appendix S on page 70.



Minutes of the [SCHOOL NAME] Meeting

Held at [LOCATION]

[DATE]

Meeting Open:

Present:

In Attendance:

Apologies:

Minutes of the Previous MeetingThe minutes of the previous meeting were accepted [with/without change]Business Arising from the Minutes[ITEM AND RESOLUTION] Action[ITEM AND RESOLUTION] Action:

Matters for Decision

Annual School Budget Action:[ITEM AND RESOLUTION] Action:[ITEM AND RESOLUTION] Action:Matters for DiscussionPrincipal’s Report and ResolutionFinance Report and Resolution Action:Chair’s Report and Resolution Action:[ITEM AND RESOLUTION] Action:Matters for NotingBudget Adjustment Action:[ITEM AND RESOLUTION] Action:[ITEM AND RESOLUTION] Action:Next Board Meeting Date

Confidential Business

See attachment A

The meeting closed at [TIME]

Signed by the Chair:___________________________ Dated: ___/___/___



Action List – [MEETING DATE]

Meeting Action Who When Action



Appendix J: Confidentiality Undertaking (3.9.3.1)

This is not specifically a NESA requirement, but completion of the Confidentiality Undertaking is recognised as good practice.

SAMPLE CONFIDENTIALITY UNDERTAKING

I ___________________ (name) understand that:

1. I am required to give this Undertaking to the School as a condition of my appointment to the Board

2. As a member of the board I may receive confidential information concerning the operations of the School

including:

a. technical and business information relating to operations,

b. existing and/or contemplated services, income, costs, surplus and margin information,

c. finances and financial projections,

d. information about Staff, Parents, Students – past, present and future,

e. marketing and development plans and projections, and

f. current or future school business and facility plans and models,

regardless of whether such information is designated as “confidential information” at the time of its disclosure

(Confidential Information).

I agree and undertake to the School that I will not disclose any Confidential Information that I receive in my capacity as a

Board member except as required in the proper performance of my duties as a Board member or as required by law.

This undertaking will continue after I cease to be a Board member whilst such information continues to be confidential.

Dated: ___________________

Name: ______________________________________

Signature: ______________________________________

Signed in the presence of

Witness

Name: ______________________________________

Signature: ______________________________________



Appendix K: Conflict of Interest Checklist (3.9.3.2)

In assessing whether you have a conflict of interest it would be helpful to answer the following questions. The test when

assessing the situation is to ask: “Could this conflict with my duties as a Responsible Person at the School?” If you

answer YES to any of the questions below, you may have an actual, reasonably perceived or potential conflict of

interest.

• Would I or anyone associated with me benefit from or be detrimentally affected by my proposed decision or

action?

• Could there be benefits for me that could cast doubt on my objectivity?

• Do I have a current or previous personal, professional or financial relationship or association of any significance

with an interested party?

• Would my reputation or that of a relative, friend or associate stand to be enhanced or damaged because of the

proposed decision or action?

• Do I or a relative, friend or associate of theirs stand to gain or lose financially in some covert or unexpected

way?

• Do I hold any personal or professional views or biases that may lead others to reasonably conclude that I am

not an appropriate person to deal with the matter?

• Have I contributed in a private capacity in any way to the matter my School is dealing with?

• Have I made any promises or commitments in relation to the matter?

• Have I received a benefit or hospitality from someone who stands to gain or lose from my proposed decision or

action?

• Am I a member of an association, club or professional organisation or do I have particular ties and affiliations

with organisations or individuals who stand to gain or lose by my proposed decision or action?

• Could there be any other benefits or factors that could cast doubts on my objectivity?

If the answer to any of these questions is yes or if you still have any doubts about your proposed decision or action, you

should seek direction from the School’s Business Manager or Head.



Appendix L: Conflict of Interest Declaration (3.9.3.2)

Register of Interests

The Disclosure Statements will be used by the [Company Secretary/Business Manager] to update the Register of

Interests. This Register will formally be tabled at every Board meeting. The School will ensure that declarations of conflict

of interest are retained for at least seven years.

SAMPLE CONFLICT OF INTEREST DECLARATION

This form is to be completed by any Responsible Person who has a real or perceived conflict of interest or a potential

conflict of interest in undertaking their duties. A copy of the completed and signed form is to be retained by [ ].

I, (Insert full name) __________________________________________ of

(Insert address)______________________________________________________________________________

hereby declare I have no conflicts of interest to declare or a conflict of interest considered to be:

Nil

Conflict Real Potential Perceived

Please provide a brief outline of the nature of the conflict if applicable (details may be included privately in a separate

confidential envelope if appropriate).

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

Please detail the arrangements proposed to resolve/manage the conflict if noted above (attach separately if appropriate).

________________________________________________________________________________________________

________________________________________________________________________________________________

________________________________________________________________________________________________

I, (insert full name)…………………………………………………… hereby agree to:

update this disclosure throughout the period of my tenure as a Responsible Person on an annual basis or until

such time as the conflict ceases to exist, or at such a time a conflict arises;

comply with any conditions or restrictions imposed by the School to manage, mitigate or eliminate any actual,

potential or perceived conflict of interest and/or commitment.

Signature.................................................................................................Date……………………………………



REVIEW BY CHAIR OF BOARD

I, (insert full name) ………………………………………………………. have reviewed the conflict of interest disclosure

(and plan) and have taken the following action in relation to this matter:

_______________________________________________________________________________________________________________

_______________________________________________________________________________________________________________

_______________________________________________________________________________________________________________

Signature.................................................................................................Date……………………………………



Appendix M: Meeting Agenda – Declaration of Interest (3.9.3.2)

The meeting agenda is a simple but highly effective governance tool. Its use is so commonplace and habitual that its

potential to improve the quality of board decision making and governance is often overlooked. A well-constructed

agenda:

focuses attention on strategic priorities

at the same time enables recurring matters of compliance, risk and fiduciary responsibility to be considered

appropriately

manages the flow of information

enables best use of directors’ time

specifies what needs to be done

schedules time for confidential and contentious matters

provides a measure of achievement

sets priorities and allocates appropriate time.

Given the vast range of school matters to consider and limited time, the agenda is a screening process which selects the

most significant matters for discussion and/ or decision. Many school boards have a formal policy about who ‘sets’ the

agenda and determines which matters are to be brought to the Board’s attention. Typically, this occurs between the

Head, the Chair and the Business Manager, although responsibility to prepare the draft agenda usually resides with

whoever acts as the company secretary or its equivalent. Best practice recommends that the person(s) responsible for

the development of the agenda should be determined by a formal policy of the Board and documented in the School’s

Governance Charter.

The following agenda format in Table 1.1 has been used successfully and can be adapted to suit most school board

contexts.



Table 1.1

Item Inclusions

Meeting details School name

Title Council Meeting Agenda

Date, time and venue

In-camera session (if required)

Meeting opening Apologies

Declaration of conflict of interest

Previous minutes

o confirmation

o matters arising/action list

Matters for decision Major strategic decisions

Routine decisions

Matters for discussion Principal’s report

Finance/Business manager’s report

Forthcoming strategic decisions

Discussion arising from Committee activities

Other matters for discussion

Chair’s update

Presentations by management

Matters for noting Major correspondence

Committee minutes

Common seal if relevant

Revised board calendar

Other matters for noting

Meeting finalisation Review actions to be taken

Decision/ items for communication

Meeting evaluation

Next meeting

Meeting close

Source: Adapted from Kiel G, Nicholson G, Tunny J, & Beck, J., (2012) Directors at Work: A Practical Guide for Boards



Appendix N: Related Party Transactions (3.9.3.3)

GUIDANCE NOTES IN RESPECT OF RELATED PARTY TRANSACTIONS

New transactions

Where the School proposes to enter into a related party transaction, the following procedure applies:

the relevant responsible officer must inform the [Business Manager/Head (as appropriate for your school)]

about the proposed transaction, including the proposed parties and how they are related, details of the

proposed transaction and where arm’s length terms may be evidenced;

the [Business Manager/Head (as appropriate for your school)] will review the transaction, and consider external

legal advice where appropriate in considering the transaction;

the [Business Manager/Head (as appropriate for your school)] will inform and advise the Board of the proposed

transaction and obtain the Board’s approval for the School to undertake the transaction or approval in respect

of a class of transactions;

a register of all Board approvals in respect of related party transactions shall be maintained under the

supervision of the [Company Secretary/Business Manager/Head (as appropriate for your school)] and it shall

include details of the nature of the transaction, the date of the approval and any key conditions to which the

approval is subject; and

when Board approval is obtained, the transaction must proceed in accordance with any procedures and

conditions outlined by the Board.

Annual review

At the beginning of each year, the [Business Manager/Head (as appropriate for your school)] will write to all responsible

persons as per sample related party transactions disclosure letter.

The register of related party transactions will be updated to reflect these disclosures and submitted for audit by the

School’s auditor.

Retention of records

The School will ensure that records of related party transactions, including the registers and audit reports thereon, are

retained for at least seven years.



Who is a related party?

For the purposes of these procedures, the following persons are considered related parties of the School:

a. all responsible persons and all members of the School’s Senior Management Team, including their spouses, de facto spouses, parents, children and siblings; and

b. entities controlled by these persons.

A person or entity is also a related party of the School at a particular time if the person or entity:

was a related party at any time within the previous 6 months; or

the entity believes or has reasonable grounds to believe that it is likely to become a related party of the School at any time in the future.

A full definition is set out in Accounting Standard AASB 124.

What is a financial benefit?

The legal definition of the term ‘financial benefit’ is broad. A non-exhaustive list of examples includes:

a. providing finance or property to a related party;

b. buying or leasing an asset from or selling an asset to a related party;

c. supplying or receiving services from the related party;

d. issuing securities or granting options to the related party; and

e. taking up or releasing an obligation of the related party.

A financial benefit includes giving a financial benefit indirectly through an interposed entity and does not require the

payment of money. For the purposes of this Policy, reasonable remuneration within parameters approved by the Board is

excluded from the definition of “financial benefit”.

What makes a transaction “at arm’s length”?

A transaction is at arm’s length if the relevant parties have dealt with each other as parties normally do when they are not

related, so that the outcome of their dealing is a matter of genuine bargaining, and although not necessarily technically

an open market price, the terms are those that might reasonably have been agreed between arm’s length parties.



SAMPLE RELATED PARTY TRANSACTIONS DISCLOSURE LETTER

Dear < xxx >

As part of the preparation of our Annual Accounts we are required to collate information on transactions between the

School and related parties. This information will potentially require disclosure in the notes to the accounts in accordance

with AASB 124 and the BOSTES requirements. Related parties include directors, senior management and persons

connected to them, e.g. by virtue of family relationship or business partnership. For your further information, a detailed

definition of related parties is set out in AASB 124. Transactions potentially requiring disclosure include:

a. purchases, sales, leases and donations (including donations which are made in furtherance of the School’s

objects) of goods, property, money and other assets such as intellectual property rights to or from the related

party;

b. the supply of services by the related party to the School, and the supply of services by the School to the

related party. Supplying services includes providing the use of goods, property and other assets and finance

arrangements such as making loans and giving guarantees and indemnities; and

c. any other payments and other benefits which are made to directors under express provisions of the governing

document of a School or in fulfilment of objectives.

Please supply details of any such transactions on the pro-forma register attached at Appendix 1 [Sample related party

transactions register] by <date>. If there are no such transactions, please return Appendix 1 marked “nil return”.

In addition to the items disclosed at items (a) to (c) above, we are required to disclose the aggregate amount of expenses

reimbursed to trustees. However, you do not need to supply this information as central records are maintained of these

expenses. [Delete if not applicable].

You do not need to include amounts received by you under your contract of employment with the School. [Include where

this letter is sent to employees].



SAMPLE RELATED PARTY TRANSACTIONS REGISTER

Name of Responsible Person: Director 1

Item Name of transacting party (if different from above)

Relationship between Responsible Person and transacting party

Description of transaction

Amount of transaction and of any outstanding balances

Date transaction approved by School Board and basis for approval

1. XYZ plc Director 1 is the CEO of XYZ plc

XYZ plc provides daily cleaning service to the School in accordance with the contract dated 20/2/2012

Annual contract

$100,000.

Payments in line with contract and fully up to date.

15/2/2012

The contract was awarded to XYZ following a tender process as outlined in the note to the Board papers for the 15/2/2014 meeting

2. Joe Smith Joe Smith is Director 1’s brother

Joe Smith is Head of the Senior School

Joe Smith is employed as a Band 3 Teacher with a Leadership 4 allowance

15/11/2011

Joe Smith’s employment as Head of Senior School was confirmed following the review as explained in the Board minutes of the 15/11/2011 meeting

3.



Appendix O: Professional Learning Register (3.9.3.4)

SAMPLE PROFESSIONAL LEARNING REGISTER

YEAR: 2014

NAME ROLE RECORD OF PROFESSIONAL LEARNING COMPLETED 4 HOURS

DATE NATURE OF PL PROVIDER HOURS

Director 1 Chairman 28/2/2016 Governance Workshop AIS 6 ✔

Director 2 Director, Chair of Marketing Sub-Committee 28/2/2016 Governance Workshop AIS 6 ✔

XXX



Appendix P: Induction of Responsible Persons Register (3.9.3.5)

SAMPLE INDUCTION OF RESPONSIBLE PERSONS REGISTER

NAMEDATE

BECAME RPROLE

QUALIFICATIONS / EXPERIENCE

DATE MEETING

PRINCIPAL AND CHAIR

REC’D GOVERNANCE DOCUMENTS

(When/How)

RECORD OF INDUCTION TRAINING

INDUCTION COMPLETEDDATE PROVIDER NATURE OF

TRAINING

Director 2 28/1/2016 Director, Chair of

Marketing

Sub-Committee

BBus (Marketing) 31/1/2016 X 28/2/2016 AIS Governance

Workshop

✔

XXX ✔

XXX



Appendix Q: NESA Requirement 3.9 Assurance Statement Template

NESA Requirement 3.9 Assurance Statement

1. GENERAL

ABC SCHOOL must comply with NESA Requirement 3.9 and all relevant legislation and regulations including:

Education Act 1990 (NSW);

Ombudsman Act 1974

Child Protection (Working with Children) Act 2012

Children and Young Persons (Care and Protection) Act 1998

Teacher Accreditation Act 2004

Disability Discrimination Act 1992

Work Health and Safety Act 2011

Environmental Planning and Assessment Act 1979

Food Act 2003

Explosives Act 2003

Building Code of Australia.

The governance of ABC SCHOOL is concerned with the systems and processes that ensure the overall direction, effectiveness, supervision and accountability of the school. Members of the governing body along with the principal are responsible for setting the directions for the school and ensuring that its goals and objectives are met in line with its constitution, and all legal and regulatory requirements governing the operation of the business are met.

The governing body has fulfilled its responsibilities under NESA Requirement 3.9 to ensure these obligations are met and we submit the following representations for SEMESTER/DATE after making appropriate enquiries and according to the best of our knowledge and belief. This statement covers all material items in each of the categories listed above and set out in the Statement of Assurance Checklist at Attachment 1.

2. INTERNAL CONTROLS

We acknowledge our responsibility for the design and implementation of internal controls in relation to NESA Requirement 3.9.

We have maintained proper documentation and have established and maintained adequate policies and procedures to ensure the school is in accordance with its legislative responsibilities including, but not limited to, NESA Requirement 3.9, and relevant legislation and regulations.

4. KEY PERFORMANCE INDICATORS

We have reviewed the board’s chosen key performance indicators in relation to the NESA Requirements and provided commentary as appropriate in the COMPLIANCE DASHBOARD/REPORT presented at each board meeting.

5. RISK MANAGEMENT

We acknowledge our responsibility to identify the risks the school is exposed to in relation to NESA Requirement 3.9 and to measure, assess and develop a prioritised action plan. We confirm that an appropriate framework of controls is in place at ABC SCHOOL.

___________________________

NAME

Board Chair



___________________________

NAME

Principal

DATE

ATTACHMENTS

Attachment 1: NESA Requirement 3.9 Statement of Assurance Checklist



Attachment 1: NESA Requirement 3.9 Statement of Assurance Checklist

NESA RequirementCompliance

CommentsYes No n/a

NESA Requirement 3.9.1Responsible persons – fit and properThe school has documented policies and procedures in relation to: maintaining information to demonstrate that the school’s ‘responsible

persons’ and governing body have the experience and expertise to administer a school that provides an education for school students

each ‘responsible person’ for the school signing a fit and proper statutory declaration prior to commencing as a ‘responsible person’ for the school and at least on an annual basis while the person continues to be a ‘responsible person’ for the school

maintaining a copy of each ‘responsible persons’ declarations for a period of seven (7) years after ceasing to be a ‘responsible person’ for the school

responding to information suggesting that a ‘responsible person’ for the school may not be fit and proper in order to ensure that the school’s ‘responsible persons’ and governing body are fit and proper at all times

notifying NESA as soon as practicable if the school’s proprietor or a ‘responsible person’ or governing body of the school determines that a ‘responsible person’ or governing body of the school is not fit and proper.

NESA Requirement 3.9.2‘Responsible persons’ and previous refusal or cancellation of registrationThe school has in place processes of notification and disclosure by which it can assure NESA that any refusal or cancellation of registration in relation to a non-government school or proposed non-government school in the past five (5) years has not been largely attributable to the actions of a ‘responsible person’ for a school.

NESA Requirement 3.9.3.1Proper governance – policies and proceduresThe board has in place policies and procedures for the proper governance of the school in relation to: a school charter or document identifying the governance structure of

the school and the respective authority, role and responsibilities of each of the school’s ‘responsible persons’ and any other person or body concerned in the management of the school

a delegations schedule to:• identify the respective authority within the governance structure• describe the process for withdrawing a delegated authority

a document to set out supervisory arrangements and reporting requirements for the school’s ‘responsible persons’ including any governing body and school executive

a code of conduct for the school’s ‘responsible persons’

maintenance of records of governance decisions and actions made by the school’s ‘responsible persons’, on and from 1 September 2014 and retaining such records for a minimum period of seven (7) years before archiving

a document describing the school’s legal compliance process to facilitate the school’s compliance with all relevant legislation and reduce any risk of non-compliance




CommentsYes No n/a

a document describing the school’s risk management framework or plan for developing, implementing and reviewing risk management strategies in relation to strategic direction, governance, operation and finance and the associated risk register

NESA Requirement 3.9.3.2Proper governance – conflict of interestThe board has in place policies and procedures in relation to dealing with conflict of interest including:

an overarching statement defining conflict of interest within the context of the school’s governance structure

documented processes for• an annual declaration by each ‘responsible person’ for the school

in relation to any actual, perceived or potential conflict• maintaining records of the annual declaration of each ‘responsible

person’ for the school on and from 1 September 2014 and retaining such records for a period of seven (7) years before archiving or disposing

• requiring each ‘responsible person’ at formal meetings of the school’s ‘responsible persons’ to raise any actual, perceived or potential conflict with regard to items on the agenda for the meeting and for recording in the minutes of the meeting any conflict that is raised

• each ‘responsible person’ with a conflict of interest (including but not limited to a pecuniary interest or a related party transaction) mitigating the ensuing risk in a way that is acceptable to the other ‘responsible persons’ involved (for example, by absenting themselves from participating in any associated decision-making or advisory role)

NESA Requirement 3.9.3.3Proper governance – related party transactions registerThe board has in place policies and procedures related to related party transactions:

requiring each ‘responsible person’ for the school to disclose any related party transactions made on behalf of the school’s proprietor or governing body

maintaining a register of all related party transactions on and from 1 September 2014 and retaining such records for a period of seven (7) years before archiving or disposing

arranging for an external audit of the school’s register of all related party transactions on an annual basis

retaining a record of each external audit report of the register of all related party transactions on and from 1 September 2014 and retaining such records for a period of seven (7) years before archiving

notifying NESA if the contract or arrangement with the school’s external auditor is terminated by the school or external auditor prior to the expiry of the term of the contract or arrangement and the reason(s) for that termination

NESA Requirement 3.9.3.4Proper governance – professional learning for ‘responsible persons’The board has in place policies and procedures for the ongoing professional learning of the school’s ‘responsible persons’ with specific reference to:




CommentsYes No n/a

the mandatory completion of a minimum twelve hours of professional learning with regard to governance for each ‘responsible persons’ for the school over each three-year period from the time of commencing as a ‘responsible person’; to be delivered by a NESA approved training provider

relevant professional learning for ‘responsible persons’ with responsibilities for areas of governance requiring particular qualifications, skills or expertise, for example in relation to finance, compliance, risk management and/or education, delivered by a NESA approved training provider

maintaining a register of professional learning and training undertaken by each ‘responsible person’ for the school including the following details for each year:• name of ‘responsible person’• role or position of responsibility• professional learning (date, nature, provider and hours)

retaining the register of professional learning on and from 1 September 2014, including relevant records such as evidence of completion of professional learning, and retaining such records and each entry into the register from the date of entry for a minimum period of seven (7) years before archiving or disposing

NESA Requirement 3.9.3.5Proper governance – induction of new ‘responsible persons’The board has in place policies and procedures for the induction of new ‘responsible persons’ with specific reference to: an induction process for new ‘responsible persons’ including, at a

minimum, the mandatory successful completion of a NESA approved training program by a NESA approved training provider in relation to proper governance prior to taking up the role of ‘responsible person’ or within three months of becoming a ‘responsible person’ for the school

a school-based induction program to provide each new ‘responsible person’ with a copy of the following documents• a copy of all the school’s documents, policies and procedures

specified in NESA Requirement 3.9.3.1 and any other key policy document for the school

• the school’s most recent audited financial statements• recent minutes of meetings of the school’s ‘responsible persons’

maintaining evidence that each new ‘responsible person’ has received a copy of all of the documents specified above

maintaining a register of the induction process identifying the following details for each new ‘responsible person’• name• date of becoming a ‘responsible person’ for the school• position of responsibility• details of any qualification and/or experience relevant to the

particular position of responsibility• details of the successful completion of a NESA approved training

program in relation to proper governance (date(s), provider, nature of training)

retaining the register of induction on and from 1 September 2014 and retaining each entry into the register from the date of entry for a minimum period of seven (7) years before archiving or disposing

NESA Requirement 3.9.3.6Proper governance – external independent attestation audit of annual financial statementsThe school’s proprietor is to certify or provide other evidence that the audit and accompanying certificate:




CommentsYes No n/a

have been completed by an auditor recognised by CPA Australia, the Chartered Accountants Australia and New Zealand, the Institute of Public Accountants or another recognised accounting body approved by NESA

comply with any other requirements imposed by Commonwealth or NSW Government agencies providing funding to the school

have not been completed by a person or body with whom the school has another business relationship in addition to audit services or with whom any of the responsible persons of the school has a conflict of interest

The school has a policy and procedures for notifying NESA if the contract or arrangement with the school’s external auditor is terminated by the school or external auditor prior to the expiry of the term of the contract or arrangement and the reason(s) for that termination.The school’s audited and certified annual financial statements in relation to any period on and from 1 September 2014 are to be available for inspection and are to be retained for a minimum period of seven (7) years after the end of the period to which the annual financial statements refer before archiving or disposing.

NESA Requirement 3.9.4Financial viabilityThe school has: evidence to demonstrate the current financial viability of the school in

the form of a certification or warrant by a body or person approved by NESA

policies and procedures to assess the school’s financial viability and notify NESA where required

NESA Requirement 3.9.5Notifications to NESAThe school has documented processes by which each of the following are informed of their responsibilities under the Act, any Regulation under the Act and NESA requirements, including any duties of disclosure or notification: the proprietor of the school, and, if the proprietor is a corporation, each

director, trustee or person concerned in the management of the school,

each member of the governing body of the school, and

the principal

The school has documented processes by which a return is made to NESA if, following an investigation by a relevant agency or authority, the school is formally notified in writing by that agency or authority of an alleged breach by the school of any of the following legislation: Ombudsman Act 1974 Child Protection (Working with Children) Act 2012 Children and Young Persons (Care and Protection) Act 1998 Teacher Accreditation Act 2004 Disability Discrimination Act 1992 Work Health and Safety Act 2011 Environmental Planning and Assessment Act 1979 Food Act 2003 Explosives Act 2003 Building Code of Australia.The school has documented processes by which a return is made to NESA using RANGS Online when changes as specified in NESA Requirement 3.9.5 occur to:




CommentsYes No n/a

management and operation of the school

staffing of the school

curriculum

premises and buildings

boarding facilities
