Governance and

The Board of Trustees at ISB

NOVEMBER 5, 2015

• Introduction to the Board of Trustees

• Presentation of the Governance Structure of ISB

• Presentation of Best Governance Practices of Independent Schools by Steve Clem, former Executive Director of AISNE (Association of Independent Schools in New England)

• Main Board of Trustees Initiatives for the Coming Year

• Questions and Answers

Agenda

• ISB is an independent school

• ISB is a 501(c)(3) non profit corporation in

Massachusetts that exists to serve a mission for

the public good.

ISB Mission Our mission is to shape lifelong achievers who can speak and think in multiple languages and who can apply their knowledge anywhere in the world. Our distinctive bilingual curriculum is rooted in the rigor and creativity of the French and American academic traditions. We inspire our diverse international student body to pursue academic excellence, and we prepare our graduates to thrive at the world’s best universities.

What is ISB?

• French Ministère de L’Education Nationale (Ministry of Education)

• Council of International Schools (CIS)

• New England Association of Schools and Colleges (NEASC)

• International Baccalaureate Organization (IBO)

ISB is Accredited By

• National Association of Independent Schools (NAIS)

• Association of Independent Schools in New England (AISNE)

• Mission Laïque Française (MLF)

• Association of French American Schools in America

ISB is a member of various

educational organizations, including:

• As part of recent re-accreditation visits from NEASC/CIS, our governance structure was also reviewed as part of their thorough process of review of the whole school.

• ISB received “high marks” in Governance under

their standards of review. Their main recommendation was to put more outside, non-parent trustees on the Board.

Governance at ISB

• ISB is governed by a Board of Trustees

• The Board focuses on the long-term strategic and financial health of the school

• The Board has one employee—the Head of School

“Holding the School in trust for one’s children’s children”

(NAIS Governance Study, 2012)

Role of the Board of Trustees

Responsibilities

Board of Trustees The Head of School

• Sets policies that advance the School’s mission;

• Monitors the fiscal management of the School;

• Selects, supports and evaluates the Head of School;

• Develops and monitors the School’s strategic plan; and

• Creates fundraising strategies to meet the School’s goals.

Oversees day-to-day operations of the school, including: • Hires, supervises and evaluates a

dministration, faculty and staff;

• Develops and implements academic programs; • Works with the Board and staff in Implementing Board policies; & • Works with the CFO and Treasurer to develop the budget.

• Duty of Care: exercise due care and diligence in making reasonable decisions

• Duty of Loyalty: putting the school first in decision-making

• Duty of Obedience: making decisions consistent with the mission and school policies

Duties of Trustees

• Number of Trustees: Currently 13; by-laws allow for

between 9 and 20

• Term: three-year term, renewable once

• Chair: Two-year term, renewable once

• Board Meetings: Ten per year – September through

June

• Committee Meetings: Once a month or as needed

• Retreat: At least one per year

• Non-voting Ex Officio members: Head of School and

the French Consul

• Guests: PTO representative, CFO and Development

Director. Administrators, as required

ISB Board by the Numbers

• Potential Trustees from within and without the ISB community join committees.

• Committee members are chosen for a particular balance of skills (financial, legal, marketing, higher education, management, building or real estate expertise and decision making)

• Candidates have opportunity to see how the school governance works and if it is a commitment that interests them.

• Committee members see how the candidates work, if they support the mission of the school and if they demonstrate a commitment to be on the Board.

Path to the ISB Board

All Trustees are expected to serve on one or more

committees which are made up of Trustees, non-

Trustees, faculty and school administrators.

• Executive *

• Finance *

• Buildings and Grounds

• Education

• Development

• Committee on Trustees *

• Strategic Planning

* Committees required by the by-laws

Current ISB Board Committees

Best Practice in School Governance Structure:

Self-perpetuating Board Model

Reflections on the ISB Governance Model

and Best Practices for Boards

Self-Perpetuating Board Model

• Focus on mission, strategy, major policies and future

generations.

• Board chooses new trustees based on mission,

strategic goals: “To accomplish x, whom do we need on

the bus?” (the answer will change over time.)

Reflections on the ISB Governance Model

and Best Practices for Boards

Self-Perpetuating Board Model (suite)

• Board delegates all operations to the head of school.

• Board redirects all complaints to the head of school.

• Term limits help ensure regular renewal of board and

the inclusion of new and different perspectives.

• Strongly recommended by NAIS and used by the great

majority of all independent schools, particularly schools

with a high school.

Reflections on the ISB Governance Model

and Best Practices for Boards

ISB Governance in Context of Independent Schools

• ISB’s Self-Perpetuating Board is consistent with that of

its peer institutions and in line with best practices.

• ISB’s By-Laws are also consistent with peer institutions

and best practice.

Reflections on the ISB Governance Model

and Best Practices for Boards

Key Best Practices for Boards and Trustees • Financial Accountability

• Confidentiality

• Speaking with one voice once decision is reached

• Non-involvement in specific management, personnel or

curricular issues

• Understanding that trustees do not have constituencies

and are required to act in the best interests of the school

Reflections on the ISB Governance Model

and Best Practices for Boards

Overall Board Initiatives 2015-2016

• Transition Planning for the new Head of School.

• Laying the groundwork for the update of the next Strategic Plan.

• Specific committee initiatives.

More details about the committees and their initiatives will be posted on the website along with the entire presentation.

If you feel like you have the skills and energy to contribute, please be in touch with the committee chair.

Questions

Appendix

• Committee Slides

• Other Slides

Charged with setting goals for and evaluating the Head of School.

Chair: Beth Ann Dahan Vice Chair: Mary Ann Sorel Treasurer: Philippe Suhas Clerk: Nathalie Ducrest Two Trustees: Rene Robert & Bruce Carvalho Head of School: Richard Blumenthal

Executive Committee

• Oversees ISB financial affairs and supports the Administration in all areas of Finance from budgeting to risk assessments to opportunity evaluations.

• Reviews all projects having material financial implications for ISB; serves as the Investment Committee of the School.

• Provides guidance and recommendations to the full BoT regarding all ISB financial affairs and policies; in particular: sources and allocation of resources, budget setting and monitoring, cash flow management and capital expenditures

• Works with external Audit Firm to review and ensure compliance of ISB practices and procedures; is the gate keeper when it comes to the Fiduciary responsibility of Trustees

Finance Committee

• Annual Activities: - Monitors ISB Financial sustainability; defines financial

strategy with regard to reserves - Reviews all significant agreements before BoT vote

(Insurance, Lease, etc.) - Reviews yearly budget and forecast before BoT vote - Defines financial strategy for major projects (CapEx, real

estate) - Prepares financial modeling and “what-if” scenarios with

regard to real estate matters

• Goals for school year 2015/2016:

- Support real estate development projects - Review faculty salary grid - Bolster the reserves strategy

Finance Committee Activities and Goals

• Members - Philippe Suhas (Treasurer of BoT, Chair of FinCom)

philippe.suhas@gmail.com - Beth Ann Dahan (Chair of BoT), René Robert (Chair of B&G) - Richard Blumenthal (HoS) and Isabelle Praud (CFO) - Dominique Schultz and Marc Van Hulle (both non-Trustees)

• Skill set desired - Expertise in Controlling, Planning and Finance acquired in publicly-

traded companies - Management and Administration experience - Entrepreneurs and CEO/GM experience mostly in the for-profit world

• FinCom Operations:

- A monthly, 2-hour meeting held the week before the BoT meeting - Additional1 to 2 hours monthly to review documents or participate in

ad-hoc meetings - Style is open and collaborative, we foster good debates and

consensus building

Finance Committee Members & Operations

The Building & Grounds Committee is a sub-committee of the Finance Committee and oversees all activities associated with the operation, maintenance, safety and security of the school’s buildings, grounds and related facilities. • Responsibilities of the committee:

- Updating the Strategic and Building Plans in association with other related committees

- Prepare an annual Building Committee budget for submittal to the Finance Committee and the Board

- Staying informed of and complying with all code compliance and requirements, as well as land use planning and acquisition policy

- Ensuring that all necessary permits and licenses are obtained for any and all work requiring such documentation, as well as renewing in an expedited manner any time sensitive permits and/or licenses

- Determine, review, recommend and approve any construction needs, structural changes, improvements, repairs and maintenance of any part of the ISB facilities

- Recommend, select and approve outside consultants as required, such as architects, engineers, real estate brokers, etc

Building & Grounds Committee

• Responsibilities initiatives include:

- Negotiating and securing the lease of Maternelle campus with the town of Arlington

- Teacher’s Lounge renovation - Maternelle Campus renovations - Cambridge Campus Main Lobby renovations - Lower School ground floor renovations - Upper School / Lower School 2nd floor renovations - 4th floor Media Center / Library - 4th floor Student Lounge, Offices and Classrooms - 4th floor Science Lab - Math Lab - Playground

Near-term projects: Increasing capacity at the Cambridge Campus Improving facilities at the Cambridge Campus Maintenance work at the Cambridge Campus and Parmenter Considering different long-term options for the Maternelle

Building & Grounds Committee

Desired Skill Set for Members • Expertise in real estate, development, planning, construction or design • Financial management or administrative experience • Public Safety, code compliance or environmental and zoning knowledge Members: • Rene Robert (Chair of B&G) renelrobert@gmail.com • Richard Blumenthal (HoS) • Isabelle Praud (CFO) • Beth Ann Dahan (Chair of BoT) • France Crespin (Director of Development) • Jeff Lamb (Director of Facilities) • All four Division Directors (Sophie Fontana, Peggy Kirkpatrick, Marti Lemp

& Geraldine Guillermin) • Mary Ann Sorel (Trustee) • Catherine Harnist (Trustee) • Sarah M. Tierney Guerin, Zeyneb Magavi, Ryan Pace (non-Trustees) • Guests as required (architect, real estate broker, code consultant, etc)

Building & Grounds Committee

Role of the committee

• Serve as liaison between the academic team and the

Board

• Work on projects which enhance the educational

experience of the students Recent initiatives • An in-depth look at standardized test results (ERBs,

Brevet, IB, Baccalauréat)

• A study of ISB’s college acceptances over the last 5 years compared to peer schools in the US

Education Committee

2015-2016 goals: • Summer opportunities: Establish partnerships with various organizations

to facilitate internships, advertise job options, thematic camps, academic

and international opportunities

• Community service: List service options in a variety of fields to inform

families and help students find organizations matching their interests

• Academic competitions: Research possible competitions and evaluate

feasibility

Members: Anne-Christine Rice (Chair) - Higher education (Tufts)

annechristine.rice@gmail.com

Muriel Médard - Higher education (MIT)

Florence Bourgeois - Pediatrics

Cécile Dietrich - Law

Kristen Gresh - Curator, MFA

Erika Bailey – Theater (ART)

Richard Blumenthal - Head of school

Peggy Kirkpatrick - Assistant Head / Lower school director

Education Committee

Role of Committee

• Oversees the direction of all school fundraising, including

the Annual Fund, any Capital Campaigns and major

fundraising events

• Advises BoT on all matters pertaining to fundraising and

development

• Approves annual Development plan

• In collaboration with Development Office: * Broaden base of annual fund donors * Cultivate and solicit internal and external donors * Educate the ISB community about fundraising * Prepare fundraising communications regarding philanthropy at ISB * Organize donor and community events

Development Committee

Recently completed initiatives/projects • Establishment of unrestricted annual Fund for Excellence and

Financial Aid fund in 2013 to fund advancements in all aspects of

the ISB education

• Major capital improvements from 2008-2015 made possible by

fundraising include the Cambridge playground, math lab, science

lab, 4th floor student lounge, library & media center, renovation of

the ground floor of the Lower School, updates and renovations at

the Maternelle and renovation of the faculty room.

• FY 14-15 Total Fundraising: $351k

Upcoming goals & longer-term goals • Continued growth of the Fund for Excellence and Financial Aid

Fund in support of ISB’s academic, programmatic and capital

needs and long-term goals

• Strategic review and audit of Development at ISB

Development Committee

• Nicole Ferry-Lacchia (Chair, Trustee) nlacchia@gmail.com

• Gina Robert (parent)

• Richard Blumenthal (Head of School)

• France Crespin (Director of Development & External Relations)

• Helene Rieu-Isaacs* (Director of Community & Alumni Relations)

• Christine Pierce* (Development Office)

• Isabelle Praud (Chief Financial Officer)

• Edith Windsor (Trustee)

• Cecile Dietrich (Trustee)

• Nathalie Ducrest (Trustee)

• Pierre Saintin (Upper School Teacher)

• Jane Wirch (Upper School Teacher)

• Linzy Brekke-Aloise (PTO Leadership Team)

• Magali Maiza (parent)

• Laurence Honan (parent)

The Development Committee is actively recruiting new members who have

a strong commitment to community building and philanthropy at ISB,

particularly candidates with non-profit/educational fundraising experience.

Development Committee Members

• CoT is the only committee made up of only Trustees

• CoT considers profiles needed and vets candidates (see

“Vetting and Election of Potential Trustees”)

• CoT explains Trustee role and responsibility to potential

candidates

• CoT nominates new Trustees for full board vote

• CoT nominates officers each year at annual meeting and

helps ensure transition of leadership

• CoT orients new Trustees

• CoT organizes continuing education for Trustees,

including annual retreat

• CoT organizes Board self-evaluation at year end

• Members: Mary Ann Sorel (chair), Catherine Harnist,

and Muriel Médard

Committee on Trustees

• Newly formed committee to consider planning after the

current 2012-2017 Strategic Plan

• Near-term goal is to lay the groundwork for the next

strategic plan with an eye towards beginning the actual

planning when the new Head of School arrives.

• Specific tasks include reviewing the current strategic

plan, assessing implementation and establishing a

process for developing a new plan.

Current members: Bruce Carvalho (Chair) bruce.carvalho@mac.com

Beth Ann Dahan (Chair, BOT)

Mary Ann Sorel (Trustee)

Philippe Suhas (Trustee)

Richard Blumenthal (Head of School)

Aleks Zivanovic. (parent)

Strategic Planning Committee

• Committee chairs, Board members and administrators

refer possible candidates to CoT.

• CoT reviews Board needs along with potential candidate

profile, skills and experience.

• CoT vets and interviews each candidate and discusses

the role and expectations of a Trustee.

• CoT nominates candidates to the Board for a vote.

• New Trustees must be voted in by a majority.

• CoT is responsible for new Trustee orientation.

Vetting and Election of

Potential Trustees

• Confidentiality: effective functioning requires keeping many discussions and decisions confidential

• Objectivity/Concern for the Whole School: taking care to separate the interests of the school from the interests of a particular child or constituency

• Loyalty: accepting and supporting all board decisions

• Commitment: willingness to devote time and energy to committee work and Board business, keeping informed and being prepared for active and effective participation

• Financial Support: expectation that the school is a priority in yearly giving by Trustees

The ISB Board follows NAIS Principles of

Good Practice