Kellett Governance

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.

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 Leadership Team (“SLT”). 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.

Governors are elected by the Members. At each annual general meeting, one-third of the elected Governors (those who have not been elected for the longest period) are required to stand for re-election.

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.

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.

Code of Conduct for Board of Governors of Kellett School

Memorandum & Articles of Association - Current

The Finance Committee (FC) 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 the School’s financial obligations to the Government, lending bank and our corporate stakeholders who have purchased debentures.  

The committee includes Governors Rikki Malik(Chair), Silvia Pezzini, Damien Mooney, Nick Marsh, Pearl Tam. The Principal & CEO, DFO/Bursar and the School’s Senior Accountant also sit on this committee.

Sanjay Verma invited for relevant Estates Matters

The Governance Committee (GC) reviews expressions of interest from Members in joining the Board and proposes new Governors to the Board (who in turn proposes them at the AGM) while ensuring a balance of skills and backgrounds. The Committee is also responsible for the annual Board self-evaluation, proposing and reviewing School policies for approval by the Board and for maintaining corporate governance standards and practices consistent with this document and the documents referred to in it.  

The Governance Committee consists of Governors Nick Marsh (Chair), Silvia Pezzini, Sabrina Grandolfo, Carolyn Robinson and the Principal & CEO. 

The Principal Evaluation Committee reviews the performance of the Principal and ensures that he or she has the appropriate resources and opportunities to undertake the day-to-day stewardship and management of the School. 

The Principal’s Evaluation Committee is chaired by Silvia Pezzini, Nick Marsh and includes Governors Diana Vernon (Educational Advisor who also sits on the Board), Principal & CEO and Director of HR.

The Risk Committee is responsible for determining Kellett’s appetite for risk across various activities in the school and to provide an oversight that appropriate and up to date policies are put in place in the school for risk management purposes.  Whilst the assessment and monitoring of the relevant risks are managed on a daily basis by the Executive teams of the school, the RC is responsible of providing the oversight to ensure that all risk related matters have been addressed.

Membership consists of Governors Silvia Pezzini, Rikki Malik, Sanjay Verma, Jessica Pyman and Carolyn Robinson. The Principal & CEO and DFO/Bursar also sit on this committee. Other Governors / SMT by invitation as relevant.

The Strategic Development Committee (SDC) maintains a forward-looking focus on the Future Development of the School (medium to long term), and how to realise the vision, with a focus on four principal areas: Values, Brand and Reputation; Educational Provision and new educational initiatives; Funding Strategy to support development of the school; Strategic Partnerships including oversight of relationship with Kellett Foundation.

This committee is chaired by Damien Mooney and other members are Governors, Silvia Pezzini, Madeleine Green, Pearl Tam, Sanjay Verma, Diana Vernon (Educational Advisor) and the Principal & CEO.

SMT members by invitation as relevant