Governance

Kellett is unusual in its organisation and the degree of parental involvement in its operations. In the following section we explore this in detail.

Kellett School is a company limited by guarantee and afforded charitable status by the Hong Kong Inland Revenue Department. It is bound to comply with Hong Kong Company Law and the requirements set out in the Hong Kong Education Ordinance.

Each family with a child in school is a member of the Kellett School Association Limited, upon payment of the annual fee of $500.

Kellett School Association Limited holds an Annual General Meeting around November/December, which all members are entitled to attend. The AGM receives reports from the Board Chairman and the Principal, adopts the Annual Accounts and elects/re-elects the directors (Governors). Board meetings are held throughout the year (except during the summer holiday).

The Board of Governors

Kellett has a distinct and long-standing tradition of parental involvement across many aspects of the School. Our Board’s elected twelve members are all current parents and unpaid volunteers. They bring with them their own business and personal experiences and skills, plus a deep commitment to supporting their children’s school.

Meet the Board

Commitment to Safeguarding

The Governors of Kellett School are committed to safeguarding children as their highest priority and responsibility. This commitment is seen in their guardianship of the school’s culture and day to day practices; and in the safer recruitment of staff and others who come into contact with the students.

Watch the below video to find out what Governance looks like at Kellett School:

Below the legal nature of the School is explained and how it is managed and operated. It is divided into the following sections which explain:

Kellett School Association Ltd.

Kellett School Association Limited is a company (“company”) limited by guarantee. Each family is a registered member of the company (being limited by guarantee the company has no shareholders) with essentially the same rights as a shareholder in a company with share capital. Members pay an annual fee, currently HK$500.

The company operates the School in accordance with the Education Ordinance, Cap. 279, the directives of the Education Bureau and the terms of the leases of the campuses leased to the company by the Government. The Education Bureau, for example, approves fee increases, term dates and monitors compliance with the Education Ordinance. In addition to these obligations it is bound in the same way as any other company in Hong Kong to comply with the Companies Ordinance, Cap. 622. The principle rights between the company and its members are to be found in the Articles of Association (see below).

The Company is afforded charitable status by the Inland Revenue Department.

Supervision & Management

Most independent schools have a sponsoring body be it a government, religious organisation or a commercial entity. Kellett School is unusual in having no sponsoring body. It was established by parents and its development has been made possible by the efforts of generations of parents over the last 40 years, who through commitment, ingenuity and their connections in Hong Kong’s professional and commercial communities have been able to source funding and direct the creation of the successful through train School that operates from the campuses at Pok Fu Lam and Kowloon Bay.

Parental involvement is central to the character and development of the School. The Board of directors (who are called Governors) consists of two executive members, the Principal and the Director of Operations (bursar), an educational adviser and 12 parents. The parent Governors are elected by members.

The Board sets the School’s strategic aims, ensures that the necessary financial and human resources are in place for the School to meet its objectives and review management performance. The Board sets the company’s values and standards (in practice largely those of the School) and ensures that it obligate to its members and the School community are understood and met.

The formulation of educational policy, that policy’s implementation and the management of the School is the responsibility of the Board’s two executive Governors, namely, the Principal and the Director of Finance, and senior members of staff such as the heads of the senior school and the two preparatory schools: referred to as the Senior Management Team (“SMT”). They are assisted as necessary by specialist Board committees.

The Chairperson of the Board is a parent elected by the Board annually at the first Board meeting of the calendar year. The Chairperson serves as the principal contact between the non-executive Governors and the SMT between Board meetings and supports the SMT in carrying out their function.

The Board

Governors are elected, or in the case of those who have been on the Board for three years re-elected, by members at the annual general meeting (see the next section).

Most years there are one or more vacancies on the Board. The Board invites parents interested in joining it to express an interest and meet with the Board sub-committee, which deals with Governance issues, to discuss how they may be able to contribute and their suitability. The Parents Portal has an online form, which parents interested in joining the Board can use to express their interest.

The success of the School is partly down to its ability to populate the Board with parents, who have the skills and connections necessary to deal with the challenges of running the company. The Board needs members with expertise in various areas including finance, accounting, architecture, engineering, legal work, technology and recruitment. From interested parents with the skills and experience the Board requires, the Board nominates for election at the annual general meeting as diverse a selection of members as the parental demographic allows. That demographic is changing and so, overtime, will the demographic of the Board.

Each Governor prior to appointment is asked to confirm that if elected she or he will sign and abide by the terms of the Board’s Code of Conduct.

Each Governor’s duty (which is statutory) is to act in the best interests of the School as a whole. Governors are not representatives of parents or appointed to promote a particular agenda. Governors do not involve themselves directly in the management of the School except when non-educational expertise is required, for example, advising on legal or estate planning issues. The success of the School is in large part down to the ability of the Board to work cohesively and interface successfully with the teaching staff. On occasions this requires significant commitment of time by Governors. This tends to occur when major projects are being considered or undertaken (the obvious example being the development of Kowloon Bay) or periods of the year when particular Board committees have specific tasks to complete such as approving the budget.

The Board meets regularly throughout the year; normally twice each term. Its meetings are attended by the Heads of School and on occasions by other senior members of the teaching staff and the Director of Development and Community Relations. At its meetings the Board considers:

· A report from the Principal

· Reports from sub-committees and members of the SMT

· Matters raised by the Parents’ Committee

· Matters raised by staff (via the Principal from the Staff Consultative Group)

· Matters raised by parents (addressed to the Board or a Board member)

· Presentations from staff on curriculum and policy matters

The Board meetings are intensive and commonly last about three hours. In addition, there are ad hoc meetings. Once a year the Governors and SMT hold a day long strategy meeting. As the name suggests this is the occasion on which in depth thought is given to the medium and long term development of the School and the major issues that it faces.

As has been mentioned earlier, the Board has various sub-committees. There are four which meet once or twice a term to deal with Finance, Estate Planning, Development and Governance (see links below for more detail).

The Board holds a meeting (in addition to the annual general meeting explained in the next section) to which all parents are invited sometime in the final term of each academic year to give parents an opportunity to discuss issues of general interest to the School community. In addition, Governors attend social events for new parents, which serve as an opportunity for Governors to introduce themselves and their role. Governors seek to attend many of the major School events during the year including informal staff events.

Questions can be sent to the Board.

Annual General Meeting

The company holds its annual general meeting towards the end of each year. This is a statutory requirement and there are various matters, which have to be dealt with at the annual general meeting such as adoption of the company’s financial statement and the appointment of auditors. Comprehensive reports are presented by the Principal, the Chair of the Board and the Chair of the Parents’ Committee and members have the opportunity to ask questions. Apart from dealing with the necessary formal business the annual general meeting provides an opportunity for members to meet the Governors.

One of the most important matters dealt with at the annual general meeting is election to the Board. Governors are elected by the members at the annual general meeting. Historically the Governors elected by members have been nominated by the Board having completed the selection process described earlier to identify suitable new Board members. Any member can, however, stand for election.

Governance Documents

Sub-Committees of the Board

Finance Committee

The Finance Committee oversees the Budget proposals, the long-term capital funding needs of the school, the annual salaries and school fees review and ensures that we can service and repay our financial obligations to the Government, lending bank and our corporate stakeholders who have purchased debentures. The committee includes Governors Peter Goulston, Silvia Pezzini (Chair), Jonathan Harris, Warren Allderige, Damien Mooney and Rikki Malik. The Principal, DFO/Bursar and the School’s Senior Accountant also sit on this committee.

Estate Planning Committee (EPC)

The Estate Planning Committee (EPC) initially convened as the Project Committee to take forward the build of the Kowloon Bay campus. This recently renamed committee has switched its attention to the buildings and infrastructure of Pok Fu Lam and Kowloon Bay more broadly and considers and makes recommendations to the Board regarding the Association’s Estate, Plant and Equipment (lifecycle) requirements and opportunities. Membership consists of Governors Peter Goulston, Ian McGovern (Chair), Rikki Malik and Jacqueline Girvan. The Principal and DFO/Bursar also sit on this committee.

Development Committee

The Development Committee considers and makes recommendations to the Board regarding actions that can be taken to strengthen the Association in a number of areas including development, fund-raising, alumni, community out-reach and communications. This committee is Chaired by Nick Marsh and other members are Governors, Pearl Tam, Sabrina Grandolfo, Madeleine Green and Parents Committee Rep and Director of Development & Community Relations.

Governance Committee

The Governance Committee consists of Governors Silvia Pezzini, Peter Goulston, Warren Allderige, Madeleine Green and the Principal. This committee meets to review expressions of interest we have from Members in joining the Board and ensuring that for the Board’s proposed Governors, we have a balance of skills and backgrounds. The Committee is also responsible for the annual Board self-evaluation. Anyone wishing to express an interest in becoming a Governor going forward may reach out to any of the current Governor-members. The Chair of the Governance Committee will also reach out to all Members at the appropriate time each year.

Principal's Evaluation Committee

The Principal’s Evaluation Committee is chaired by Peter Goulston, and includes Governors David Coles (our long standing Educational Advisor who also sits on the Board) and Warren Allderige. The PEC meets to ensure we fulfill our obligation to review the performance of the Principal and ensure he has the appropriate resources and opportunities to undertake the day-to-day stewardship and management of the School.