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Contents

Introduction Using the GRM 5

3.9.1 Responsible Persons 6

3.9.2 Refusal of Registration – Disclosure 8

3.9.3 Proper Governance

3.9.3.1 Policies and Procedures 10

3.9.3.2 Conflict of Interest 12

3.9.3.3 Related Party Transactions 14

3.9.3.4 Professional Learning 16

3.9.3.5 Induction Process 18

3.9.3.6 Independent Audit 20

3.9.4 Financial Viability 22

3.9.5 Notification of Matters 24

Appendices

Appendix A Statutory Declaration Statutory Declaration (3.9.1) 29

Appendix B School Constitution (3.9.3.1) 31

Appendix C Delegations Schedule (3.9.3.1) 32

Appendix D Supervisory Arrangements (3.9.3.1) 36

Appendix E Code of Conduct Framework (3.9.3.1) 37

Appendix F Legal Compliance Framework (3.9.3.1) 38

Appendix G Risk Management Framework (3.9.3.1) 39

Appendix H Confidentiality Undertaking – (3.9.3.1) 40

Appendix I Conflict of Interest Checklist – (3.9.3.2) 41

Appendix J Conflict of Interest Declaration – (3.9.3.2) 42

Appendix K Meeting Agenda – Declaration of Interest – (3.9.3.2) 44

Appendix L Related Party Transactions (3.9.3.3) 46

Appendix M Professional Learning Register (3.9.3.4) 50

Appendix N Induction of Responsible Persons Register (3.9.3.5) 51

Governance Resource Manual | Advice for Member Schools 2018

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. NESA has made a number of revisions to its registration requirements for non-government schools, including changes to Section 3.9 of its manual, Management and Operation of the School.

The AISNSW Governance Resource Manual has been updated to reflect the changes in the NESA Registered and Accredited Individual Non-Government Schools (NSW) Manual.

The GRM 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. However, the revised GRM provides a more structured framework enabling schools to demonstrate ‘evidence of compliance’ in an orderly sequence following the NESA requirements.

Using the GRM

The GRM follows the order and enumeration of the requirements in Section 3.9 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.

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

COI Conflict of Interest

NESA NSW Education Standards Authority

RPs Responsible Persons

RPTs Related Party Transactions

© The Association of Independent Schools of New South Wales 2018 5


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 behavior- 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].



Example Policy

The RPs for ABC SCHOOL have processes of selection, induction, declaration and notification to ensure that it’s 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 Statutory Declaration – Please see Appendix A Sample Declaration on Page 29



NESA Requirement 3.9.2 Refusal of Registration – DisclosureAny refusal to register, or cancellation of registration, of the school or any other school under Sections 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’ for the school or proposed responsible person, 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’.

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 provide assurance to NESA that any refusal to register, or cancellation of registration, of the school or any other school under Section 56 or 59 of the Education Act occurring during the period of five (5) years immediately before an application for registration is made, has not been 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.



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, 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 Appendix A Sample Declaration, Paragraph 6 on Page 29.



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

commencing from 1 July 2016, the online notification to NESA of details of persons who are ‘responsible persons’ for the school, including the person’s name, role and date of commencing and ceasing as a ‘responsible person’ within twenty-eight (28) days of any change being made.



Example Policy

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

satisfy it’s 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 Register)

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.

Example Documentation to assist you School Constitution – Please see Appendix B School Constitution on Page 31

Delegations Schedule – Please see Appendix C Delegations Schedule on Page 32

Supervisory Arrangements – Please see Appendix D Supervisory Arrangements on Page 36

Minutes of Board Meetings – School to provide

Code of Conduct Framework – Please see Appendix E Code of Conduct Framework on Page 37

Legal Compliance Framework – Please see Appendix F Legal Compliance Framework on Page 38

Risk Management Framework – Please see Appendix G Risk Management Framework/Register on Page 39

Confidentiality Undertaking – Please see Appendix H Confidentiality Undertaking on Page 40

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



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).



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 I Conflict of Interest Checklist on Page 41

Conflict of Interest Declaration – Please see Appendix J Conflict of Interest Declaration on Page 42

Meeting Agenda – Declaration of Interest – Please see Appendix K Declaration of Interest on Page 44



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 retain 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.



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:

o RPT approvals

o Details the nature of the transaction

o The nature of the relationship

o The degree of materiality

o Date of the approval

o Any other 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 L Related Party Transactions Register on

Page 46



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 issues 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.



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.

Example Documentation to assist you Responsible Persons’ Professional Learning Register – Please see Appendix M Responsible Persons’

Professional Learning Register on Page 50



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.



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.

Example Documentation to assist you Induction of Responsible Person’s Register – Please see Appendix N Induction of Responsible Person’s

Register on Page 51



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.



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.

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.



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 Regulations 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 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)

- 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 it’s name or contact details, NESA must be notified within one (1) month of such change(s) occurring

- where the school intends to change it’s 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 (see section 2.4.9 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 it’s 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 (see section 2.4.9 of this Manual), NESA must be notified within one (1) month of such a change

schools with or intending to provide boarding facilities

- 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

- where 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

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



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.

Example Documentation to assist you

Please refer to the NESA online notifications portal athttp://rego.bostes.nsw.edu.au/go/indiv/registration-requirements/management-and-operation-of-the-school/notifications-and-disclosures


http://rego.bostes.nsw.edu.au/go/indiv/registration-requirements/management-and-operation-of-the-school/notifications-and-disclosures

http://rego.bostes.nsw.edu.au/go/indiv/registration-requirements/management-and-operation-of-the-school/notifications-and-disclosures

AppendicesExample Documentation


Appendix A Statutory Declaration Template (3.9.1)

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 - Finance Committee

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

Bursaries / Hardship

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

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 Board




Other 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)


PROPRIETOR

ABC SCHOOL BOARDChoose one:

Company Ltd, or

Association NSW, or

Trust, or

Church Incorporation

Trustee Board

Act of Parliament

NUMBER Directors

Appoint Principal

Delegate to Principal operation, conduct and performance of school

NUMBER Directors & Principal Responsible Persons

- Governance

- Policies and Procedures

PRINCIPAL

Head of Junior School

Head of Senior School

Director of Teaching Learning

Business Manager

All Other School Staff


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 RESPONSIBILTY

LATEST REVIEW / REPORT

COMMENTS TRAFFIC LIGHT(G/O/R)

Corps Act Corporations Law 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)

CATEGORY RISK AREA RISK RISK MITIGANTS

PROBABILITY / IMPACT

ACTIONS/ RESPONSIBILTY

LATEST REVIEW

OUTCOME TRAFFFIC LIGHT (G/O/R)

STRATEGIC Strategy

Lack of plan or

irrelevant /

outdated plan

Prepare plan and

review regularlyHigh / major

Board to prepare

strategic plan

and to review

annually

30/6/2014 Revised

GOVERNANCE

EDUCATIONAL

OPERATIONAL

External threats

(e.g. fire, flood,

intruder)

Physical danger

to students, staff

and visitors

Prepare,

publicise and

practise

responses

High / major

Director, WHS to

manage and

report to SME

quarterly

30/9/2014Y10 absent for

last fire drill

FINANCIAL

LEGAL

COMPLIANCE



Appendix H 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 I 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 J 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 K 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 it’s

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

Sub-committee minutes

Other matters for discussion

Chair’s update

Presentations by management

Matters for noting Major correspondence

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 L 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 M 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 N 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


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