Governance in the school context can be a peculiar beast. Boards
are usually populated with well intentioned parents and volunteers,
the political landscape of schools can involve the school, a school
system and/or a religious affiliate and ordinary commercial duties
and obligations must be balanced with the overarching duty to act
in the best interests of students.
Good governance in schools is critical to navigate these
Members of school Boards and Councils are bound by the same
duties as members of "ordinary" Boards and Councils.
These include legislative requirements under the Corporations Act
2001 (Cth) and fiduciary duties. Further, the Centro decision
highlighted the requirement for members of Boards and Councils to
maintain familiarity with the financial status of the school, by
regular review and comprehension of financial statements.
It is important that schools take governance seriously as there
can be significant consequences following poor governance, this
includes, decreased support from parents, stakeholders and donors,
media coverage, reputational and brand damage and potentially legal
claims from students, parents or employees.
School Boards and Councils are frequently populated by parents,
members of the community and other volunteers who may hold no
relevant qualifications nor have any commercial experience.
Schools, practically, do not have the luxury to exclude such
persons from their Boards or Councils. Instead schools should
consider strategies in relation to recruitment, induction,
education and succession for the members of their Boards and
There are some fundamental questions which the members of a
school Board or Council should consider, which will clarify their
powers, confirm their limitations and avoid any confusion on the
delineation between the governance and management of the
These questions may include:
What is source of the Board or Council's powers?
Are there any matters that the Board or Council does not have
the powers to decide upon?
Does the Board or Council have the power to terminate the
Principal's contract of employment, or the employment of other
persons within the school?
What is the process used by the Board or Council to evaluate
its own performance?
Tips and Tricks
There are numerous examples where school Boards or Councils have
had their decisions publically challenged. Such conduct is
detrimental to the school, the school community and the individuals
Members of Boards and Councils
act in the best interests of the school.
maintain confidentiality of all discussions and decisions.
act with integrity, honesty, diligence and accountability.
disclose all actual, potential and perceived conflicts of
undertake formal professional learning, such at the AICD
Company Directors Course.
Boards and Councils have the capacity to greatly affect the
success, or otherwise, of their school. The direction and oversight
provided by the Board and Council, and the adherence to the
fundamentals of good governance, are the foundations of a
successful and sustainable school.
We discuss whether certain clauses commonly found in ordinary commercial contracts could be considered to be penalties.
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