BOARD GOVERNANCE MANUAL OF
STIFTELSEN STOCKHOLM INTERNATIONAL SCHOOL
- The Board’s responsibilities
- The Chair of the Board
- Board meetings
- Time and place of Board meetings
- Matters at Board meetings
- Recurring matters
- Special matters at ordinary meetings
- External parties’ presence at Board meetings
- Notice of Board meetings and preparation of Board matters
- Board meeting minutes
- Allocation of tasks and responsibilities
- Training and evaluation
- Loyalty and confidentiality
- The Board of Directors
- Matters that shall be submitted to the Board
- The Director
- Summary of the position
- The work of the Board
- Reporting procedure
- The Board of Directors
- Ordinary board meetings
- Special reports
- Auditor’s report
1. REVISION HISTORY
SIS Board of Trustees Governance Manual is a document that compliments Articles of Stiftelsen Stockholm International School (Foundation Articles, 2010) and regulates the relationship, as well as the allocation of responsibilities and tasks, between the SIS Board of Trustees and SIS Director. It also contains instructions for financial reporting.
The Board Governance Manual is reviewed at the first Board meeting of every school year. The current Board Governance Manual was adopted in December 2016 and is an expansion of the SIS Governance Plan first adopted in May 2010 and annually reviewed thereafter.
The Governance Action Plan for each particular school year is presented by the Director at the first Board meeting and checked at every subsequent Board meeting.
2. SIS VISION AND MISSION
The SIS vision is to be one of the leading international schools, operating according to the best educational standards and principles, providing pre-school to Grade 12 students an academically, socially and personally stimulating and safe environment that will allow them to develop their individual potentials and prepare them for the challenges and responsibilities of global citizenship. A Global citizen is respectful, resilient and reflective, in their daily actions towards themselves and others, as they actively seek to make a positive impact in both their own and the international environment.
The SIS mission is to deliver an internationally recognised curriculum in a positive and thriving intercultural atmosphere that will develop students who feel:
- valued, and who value others, irrespective of their age, gender, national, linguistic, cultural, social and religious background, or school success;
- positively challenged in the area of academics, arts and sports, and in interpersonal and intercultural encounters within and outside school;
- prepared to embrace these learning challenges in their current and future life, and accept responsibility for their own actions.
3. GOVERNANCE PLAN INTRODUCTION
The Board of Trustees (the “Board”) of Stiftelsen Stockholm International School (the “Foundation”) has pursuant to the Foundation’s articles (the “Articles”) and in accordance with the provisions of the Swedish Foundations Act (Stiftelselagen (1995:1220)) decided to adopt this governance plan with instructions for the allocation of tasks between the Board of Trustees and the Director and instructions for financial reporting to the Board of Trustees (the “Governance Plan”). This Governance Plan was first adopted on 11 May 2010 and shall be reviewed and adopted annually at the first Board meeting each academic year. The Governance Plan shall be submitted annually for comment to the Foundation’s auditor.
Under §2 of the Articles of the Foundation, the Foundation’s purpose is, directly or indirectly, to operate, promote and support teaching and education. The Foundation’s purpose shall be achieved primarily through the operation of Stockholm International School referred to hereafter as the School. The Foundation may also support its purpose through other educationally based operations. The Foundation should be free to grant scholarships.
The objective of this Governance Plan is to clarify the Board’s responsibilities under the Foundations Act and the Articles when managing the Foundation’s affairs.
3.1 The Board’s responsibilities
The Board’s overall responsibility is to ensure that the Foundation’s activities are in accordance with the Foundation’s purpose under §2 of the Articles. The Board shall oversee and provide direction for the School and any associated operations and decide over any matter pertaining to the Foundation. The Board’s responsibilities are set out in detail in §7 of the Articles.
In regard to conflict of interest (§13 of the Articles), the Board shall particularly observe that:
- Trustees must not handle issues concerning agreements between the Trustee and the Foundation.
- Trustees must not handle issues concerning agreements or similar legal actions or trials or other proceedings between the Foundation and a third party if the Trustee has a substantial interest in the matter which may be in conflict with the Foundation’s interest.
Conflicted Trustees are not only excluded from the actual decision-making but are also prevented from participating in the preparation of the decision-making.
Under the Foundations Act, the Board may, in matters where the Board is prevented from representing the Foundation on grounds of conflicts of interest, ask the regulatory authority to appoint a fiduciary (god man) to represent the Foundation in lieu of the Board.
All potential conflicts of interest shall be disclosed to the Board. Board members will then be asked to not take part in discussion or decision-making where a conflict of interest is present. It should further be noted that it may neither be practical or possible to be completely free of all contact or knowledge of parties involved in any particular discussion or decision due to the size of our community. Openness and disclosure are therefore of the utmost importance.
Policies concerning conflict of interest are addressed in Section 11 of the Administrative Procedure Act (1986:223). This is a general Act covering all administrative authorities in Sweden.
3.2 The Chair of the Board
The Chair shall lead the work of the Board and ensure that the Board fulfills its duties. The Chair’s duties include:
- call for Board meetings in accordance with the Governance Plan and when the need arises or when a Trustee requests a meeting;
- preside over all Board meetings, maintaining best practice;
- act as a point of contact and spokesperson for the Board;
- maintain a regular dialogue with the Director and the business manager of the School;
- ensure that matters that shall be dealt with by the Board are addressed by the board in an appropriate manner and that such matters are prepared adequately;
- ensure that the Foundation’s activities and matters regarding these activities are brought to the attention of the Board when necessary; and
- ensure that an annual evaluation of the Board’s performance is completed.
3.3 Board meetings
3.3.1 Time and place of Board meetings
Time and place of Board meetings are determined by the Chair in accordance with what has been decided by the Board at the first ordinary meeting of the financial year. The Board shall meet at least once each quarter (ordinary meetings). Extraordinary meetings may be called by the Chair.
3.3.2 Matters at Board meetings
220.127.116.11 Recurring matters
- At each meeting the following matters shall be addressed:
- minutes from the previous meeting;
- appointment of secretary; and
- approval of the agenda.
- At each ordinary meeting the following matters shall be addressed in addition to the above:
- the Director’s financial reporting in accordance with the instructions for financial reporting;
- the Director’s report from the regular course of business and of decisions taken by the Director; and
- other matters that should be referred to the Board in accordance with the instructions to the Director, or otherwise be subject to the board’s decision.
18.104.22.168 Special matters at ordinary meetings
- At an ordinary meeting during the first half of the financial year (fall term), the following matters shall be addressed in addition to the above:
- approval of the annual statement of accounts (to be sent to the County Administrative Board within six months from the end of the financial year);
- review and adoption of the Governance Plan;
- appointment of external authorized signatories (if any);
- scheduling the time and place for Board meetings during the coming 12 months.
- preparation of an annual Board’s report (styrelsens rapport) in accordance with §14 of the Articles to be distributed to the Board, Director and business manager, auditor, and other interested parties; and
- appointment of a new auditor (if needed).
- At an ordinary meeting during the second half of the financial year (spring term), the following matters shall be addressed in addition to the above:
- adoption of the annual guidelines of the School’s mission, vision and strategic goals and other policies and plans consistent with the guidelines and in accordance with best practice for international schools.
- the auditor’s report;
- evaluation of the Board’s general performance during the financial year, including in particular fundraising, governance, academic standards as well as the satisfaction of students, faculty, and staff; and
- adoption of budget and business plan.
3.3.3 External parties’ presence at Board meetings
The Director shall be present at every Board meeting, except as specified by the Board. Any other member of School staff may be invited to attend.
The auditor shall be invited to attend at Board meetings when the Board deems it appropriate.
3.3.4 Notice of Board meetings and preparation of Board matters
A notice, including the proposed agenda for the meetings and the relevant material shall be sent to the Trustees no later than one week prior to each meeting. If the material is not fully prepared on this date, it is the duty of the Chair to ensure that the relevant material is prepared and sent to the Trustees as soon as possible prior to the Board meeting.
3.3.5 Board meeting minutes
The Chair shall ensure that minutes are kept at each meeting and that relevant supporting material available for each respective matter is enclosed to the minutes. The secretary shall sign the minutes. The Chair shall approve the minutes by signature.
The originals of approved minutes shall be kept at the School and be available for review by the Trustees.
3.4 Allocation of tasks and responsibilities
The individual Trustees’ duties are set out in §8 of the Articles. Unless otherwise decided by the Board, there is no assignment of responsibilities within the Board, except for the Chair’s specific duties under the Articles, the Foundations Act and this Governance Plan.
If the Board wishes to assign a certain task to a Trustee, a note regarding the assignment shall be made in the minutes of the Board. The Board may also assign a certain task or responsibility to committees appointed by the Board and composed of any number of Trustees and third parties.
Four Standing Committees:
The Financial Committee
The role of the committee is to take a deeper look into the school’s financials, part of which is the SIS Budget. It works closely with the Director and Business Manager in order to ensure financial oversight and security. The financial committee is part of any discussion in relation to the budget. The committee’s findings are presented to the wider Board for discussion and final decision.
The Governance Committee
The role of the committee is to ensure compliance with the Board’s Statutes and legal obligations under Swedish law. The Committee works closely with the Director and is influential in setting up the Governance Calendar for the year, planning and adopting the Strategic Plan. From the Strategic Plan an annual Action Plan is derived for the Director. The realization of the plan is part of the Director’s annual evaluation. The committee’s findings are presented to the wider Board for discussion and final decision.
The Relocation Committee
The role of the committee is to search and investigate the viability of new facilities for the relocation of SIS to a larger location. Its role is also to oversee the relocation process of the school to its new location. The committee’s findings are presented to the wider Board for discussion and final decision.
The Succession Committee
The role of the committee is to ensure that there is due planning and attention to prepare for when Board members give up their seats on the Board. The Board is a self-perpetuating Board. In accordance to the §6 of the Foundation Articles, potential members are identified and their interest to join is explored. Interested candidates are interviewed by the succession committee (and any other Board member). The committee’s findings are presented to the wider Board for discussion and final decision.
3.5 Training and Evaluation
The Board should ensure that they partake in regular training in order to promote international standards of good practice at SIS.
The Director and Chair shall promote and offer annual training possibilities for Board members.
Board members are expected to share knowledge attained at a course or workshop as a representative of SIS.
The Board is to ensure that its work is evaluated annually in a systematic and structured process. The Chair shall be responsible for the completion of such evaluation. The Board should engage in a self-evaluation process, as well as use externally gathered data (e.g. survey results) to discuss and reflect on its own performance.
3.6 Loyalty and confidentiality
Each Trustee shall observe his or her duty of loyalty towards the Foundation which includes a duty of confidentiality regarding matters which may damage the Foundation if disclosed.
4. INSTRUCTIONS FOR THE ALLOCATION OF TASKS
4.1 The Board of Directors
The Board shall appoint, continuously evaluate and, if required, remove the Director from office.
As a part of the annual evaluation of the Director, there will then be a formal process of collecting the feedback from each Board member and the school’s Senior and Extended Leadership Team. General survey results with staff, parents, and students, as well as action plan completion results will also be taken into account. A Board member will be selected to meet with the Director and discuss the evaluation and possible targets for the future.
The Board shall ensure that the Foundations organisation and fiscal management is adequate.
4.1.2 Matters that shall be submitted to the Board
The Director shall submit the following matters to the Board:
- investment decisions exceeding the budget, or, for each investment, exceeding SEK 300,000;
- decisions on projects, agreements or other commitments if the total risk exceeds SEK 500,00;
- acquisitions and divestments of real estate, companies and businesses/assets;
- establishments of subsidiaries and injection of capital in subsidiaries;
- securing or granting loans, guarantees, and sureties;
- agreements regarding acquisitions, divestments, mortgage and lease of real estate or site leasehold rights;
- the entering into or termination of agreements between the Foundation and employees of the Foundation, other than employment contracts;
- initiation of legal proceedings and settlement of disputes in or out of court;
- significant organisational changes;
- material changes in accounting policies; and
- other matters of material economic or other significance for the Foundation, including major changes in staffing, matters that are inconsistent with strategic decisions taken by the Board and matters that are the responsibility of the Board under the law.
4.2 The Director
4.2.1 Summary of the Position
The Director of SIS functions as the chief executive officer responsible for the overall administration of the school – both its day-to-day operations and its long-range development. The Director reports to the Board of Trustees and acts as an advisor concerning policy. Accountable for the adherence to all school policies, procedures, regulations, and applicable local laws, the director also ensures international best practice and relevant accreditation.
The Director is deemed the authority by the Board to supervise all activities under the control of the Board as defined by school policies and procedures. The actions of the Director should be in support of the school’s mission and vision and should remain within the boundaries of the local law. The Director is ultimately responsible for his or her actions to the Board.
Director’s responsibilities are detailed in the Director job description.
4.2.3 The Work for the Board
It rests with the Director to prepare all necessary information and supporting documents prior to a Board meeting and, if instructed by the Chair, convene the Board. The Director reports at Board meetings and shall submit motivated proposals for decisions to the Board. The Director may, where deemed appropriate, delegate the task of reporter in a matter to another individual.
4.2.4 Reporting procedure
The Director shall ensure that the Trustees regularly receive information necessary to monitor the Foundation’s position and development and that the Director’s other reporting duties pursuant to the instructions for financial reporting under section C are fulfilled.
The Director may take decisions in matters concerning the organisation and management of the Foundation, which shall be submitted to the Board. If in doubt regarding the limits between the Board and the Director’s discretion, the Director shall consult with the Chair.
The Director is responsible for ensuring that the Foundation’s obligations, agreements or other actions are documented satisfactorily and are not contrary to law. The Director is furthermore responsible for ensuring that the Foundation’s accounting and management of funds comply with applicable laws, regulations and accounting principles.
The Director shall supervise and ensure that there is, in relation to the Board, a proper system for accounting and reporting on the Foundation’s financial position and any changes to the financial position.
The Director is required to promote the Foundation’s interests. The Director shall observe his or her duty of loyalty towards the Foundation which includes a duty of confidentiality regarding matters which may damage the Foundation if disclosed and a duty to disclose important matters and concerns to the Foundation.
5. INSTRUCTIONS FOR FINANCIAL REPORTING
The Director shall ensure that the Board receives regular reports on the development of the Foundation’s business, including the development of the Foundation’s results and financial position. The reporting shall be of such character that the Board is able to make well-founded assessments.
5.2 Ordinary board meetings
The Director is responsible for preparing and presenting reports on the Foundation’s financial position at each ordinary Board meeting. These reports shall, amongst others, include:
- key figures;
- balance sheet;
- cash flow;
- information on completed investments of significant size; and
- indication of net debt.
The reporting should be accompanied by a short description of the business during the relevant period.
5.3 Special reports
The Director shall submit the following special reports to the Board:
- if possible within two (2) months before the start of each financial year and not later than one (1) week before the second ordinary Board meeting of the second half of the financial year, draft budget and business plan for the next financial year; and
- if possible within three (3) months after the end of each financial year, but no later than one (1) week before the ordinary Board meeting of the first half of the financial year, a draft annual statement of accounts for the previous financial year.
5.4 Auditor’s report
The Board aims to maintain a close relationship with the auditor of the Foundation. In order to ensure this aim, the Foundation’s auditor shall at least once per year report to the Board.
6. GOVERNANCE ACTION PLAN
Governance Action Plan for each particular school year is presented by the Director at the first Board meeting and reviewed/checked at subsequent meetings.
7. APPEALS AND GRIEVANCES PROCEDURE
Employees have the right to file complaints and grievances. They are expected to discuss their complaints and grievances with their immediate section or line manager. If a solution satisfactory to the employee has not been reached, the employee has the right to present the complaint or grievance in writing for reconsideration to the Director. Any other stakeholder (e.g. parent) has the right to the same procedure.
Ultimately the right to redress may be carried in writing to the Board Chair and a meeting with the Board Chair can be requested.
Employee complaints and grievances, as well as stakeholders complaints and grievances against the Director should be presented in written and signed letter (or e-mail) to the Board Chair.
The Board’s decisions are final in all complaints or grievances.
All SIS Administrators and the Board should respond in a timely manner to the complaints and grievances.