Governance arrangements for GEMS UK & European schools including EYFS and Boarding

Governance arrangements for GEMS UK & European schools including EYFS and Boarding GEMS UK Governance arrangements UPDATED June2014 1

Contents 1. Introduction... 3 2. Roles and responsibilities of the Executive Team... 4 3. Governance arrangements for GEMS UK and Europe... 5 3.1 GEMS UK Advisory Board... 5 3.2 Governance Board and Committees... 6 3.2.1 Membership of the GEMS Education UK & Europe Governance Board... 7 3.2.2 Schedule of Governance Meetings... 7 3.2.3 Terms of Reference: Governance Board... 7 3.2.4 Terms of Reference: Committees (Finance; Education; Operations)... 8 3.2.5 Education Committee... 9 3.2.4.1 Education sub-committee: Assessment, tracking and reporting... 9 3.2.6 Finance Committee:... 10 3.2.6.1 Finance sub-committee: VGF and charitable activity:... 10 3.2.7 Operations Committee... 11 3.2.8 School Advisory Panels... 11 3.2.9 Leadership Forum... 12 Annex 1: Format for Notes of Board and Committee Meetings... 13 Annex 2: Governance Board standing agenda... 14 Annex 3: Education Committee standing agenda... 15 Annex 4: Finance committee standing agenda... 16 Annex 5: Operations committee standing agenda... 17 Annex 6: Arrangements for School Advisory Panels... 18 Annex 7: Annual governance cycle areas of focus... 21 GEMS UK Governance arrangements UPDATED June2014 2

1. Introduction GEMS Education is the proprietor of five UK independent schools, a school at Etoy in Switzerland, and a school in Normandy, France. The CEO of GEMS UK & Europe is the proprietor s representative, as registered with the UK Department for Education, and is responsible for the management of the schools. At present this is Chris Kirk. Contact details for the proprietor must be made available to parents in line with the UK regulatory requirements. These contact details are as follows: Chris Kirk GEMS Education 2 nd Floor, St Albans House 57 59 Haymarket London SW1Y 4QX Telephone: 020 7593 4040 All UK Head Office staff are checked according to the UK Statutory and Regulatory Requirements and included on a Single Central Register for the Leadership and Governance team, the master of which is held for Head Office by Sandra Faulkner, and copies shared with schools whenever updates are made. As GEMS grows in Europe we will review and adapt our core UK governance arrangements to be fit for purpose in this broader context. The CEO is assisted by an Executive Team as shown overleaf: GEMS UK Governance arrangements UPDATED June2014 3

2. Roles and responsibilities of the Executive Team Chief Executive Officer (CEO): Responsible for GEMS UK and Europe strategically and operationally within a wider portfolio of leadership responsibilities, with reporting lines upwards from the Regional Director of Schools, and from core divisional supporting leads including Director of Operations and Director of HR. Sets the vision and strategy for the schools. Accountable to the Global Executive Committee for GEMS. Postholder Chris Kirk Regional Director of Schools, UK & Europe: Responsible for the financial and academic performance of the schools, including headteacher performance management. Responsible for supporting Headteachers to improve the quality of teaching and learning and raise attainment; pupil tracking and use of data; curriculum and provision for pupils with additional needs including the Able, Gifted and Talented; validating and challenging Self Evaluation Forms and School Improvement Plans. Chair of the Education Committee. Oversight of Assessment Committee. Postholder Martin Clark Financial Controller : Responsible for all aspects of financial management of the schools including financial reporting, systems and controls, management of working capital, financial management information, overhead control and investment decisions; central purchasing and ad hoc assistance as required. Chair of Finance Committee. Postholder Clinton Hadley Director of Operations: Responsible for the effective operational management of schools including IT, HR, Health and Safety, Welfare and Safeguarding; legal compliance; supporting schools with management of costs; and producing and revising the policy framework known as the Schools Operating Manual (SOM). Chair of Operations Committee. Postholder Sue Roxby Other key members of Executive team: Professor Pat Preedy Chair of School Governance Board; Global Chief Academic Officer for Early Childhood Education; UK lead on inspection preparation and regulatory compliance. GEMS UK Governance arrangements UPDATED June2014 4

3. Governance arrangements for GEMS UK and Europe 3.1 GEMS UK Advisory Board The GEMS UK Advisory Board is not part of school governance arrangements. The Advisory Board provides additional strategic challenge and direction to the Chief Executive and his Directors. 3.1.1 GEMS Learning Trust is a not-for-profit Company Limited by Guarantee, constituted under the Memorandum and Articles recommended for an Academy Trust and with the purpose of establishing schools in the UK for the public benefit under the arrangements currently described as free schools. The Advisory Board will provide strategic challenge and direction to the Chief Executive of GEMS Education Solutions and his Directors. 3.1.2 Terms of Reference of the Advisory Board to scrutinise and advise on strategy and business plans for GEMS in the UK, including consideration of overall budgeting, funding arrangements and investment plans; to monitor progress against plans and objectives, and to advise on the management of the associated risks; to advise on the educational strategy and ambitions of GEMS UK, including ensuring that GEMS remains at the forefront of educational practice; to advise and support with succession planning for key roles within GEMS UK; to draw on their professional networks and experience in supporting the development and growth of GEMS in the UK. GEMS UK Governance arrangements UPDATED June2014 5

Meetings will be held at least termly; more frequently as requested by the Chair or by the Chief Executive of GEMS UK. 3.1.3 Membership of the GEMS UK Advisory Board Chair Members Sir Michael Peat Sir Michael Lockett Sir Michael Tomlinson Robert Kidby Sir Eric Anderson Lurene Joseph Other attendees Chris Kirk (CEO) Representative(s) of GEMS Global Board as appropriate Secretariat Sue Roxby 3.1.4 Role description for the Chair of the Advisory Board To convene and chair regular (at least termly) meetings of the Board, ensuring that the group fulfils its functions in accordance with the terms of reference. To support with the identification and recruitment of Board members representing a range of appropriate backgrounds and experiences. To liaise regularly with the Chief Executive and other board members between meetings. To prioritise issues for consideration by the Board. To provide reports and updates to Dino Varkey (Chair of the GEMS Global Executive Committee), and to Sunny Varkey (Chairman of the Company). To act as informal sounding board and critical friend to the Chief Executive To provide occasional support and advice to the international GEMS group (VGL) and to the Varkey GEMS Foundation (VGF) from time to time. 3.1.5 Remuneration On an advisory basis, as per contract details 3.2 Governance Board and Committees The Governance Board is informed by the work of the Education, Operations and Finance committees. The Board makes recommendations for action to the Executive GEMS UK Governance arrangements UPDATED June2014 6

team. Specific working groups established by Governors or members of the Executive will provide summary notes of meetings to the Chair of the Board for the record (e.g. Early Childhood Network; Assessment Committee; Digital Engagement group). 3.2.1 Membership of the GEMS Education UK & Europe Governance Board Chief Executive Officer, GEMS Education UK & Europe Chris Kirk Chair of School Governance - Prof. Pat Preedy Vice Chair of Governance - Sue Roxby Regional Director of Schools Martin Clark Chief Academic Officer for Early Years (global role) Prof. Pat Preedy Financial Controller Clinton Hadley Acting CFO GEMS UK & Europe Andy Collings Director of Operations Sue Roxby Global Senior Director of Education (Dubai) Margaret Atack Headteachers of each of the UK and European schools Chair of Governors for Sherfield School Martin Clark Where appropriate, the Board will invite colleagues or outside experts to give advice. 3.2.2 Schedule of Governance Meetings Committees: meeting at least once per term in advance of the Governance Board; Governance Board: meeting at least once per school term; Headteacher Leadership Forum: meeting once per term. 3.2.3 Terms of Reference: Governance Board The Governance Board is responsible for determining the aims and overall conduct of each school including the proper control of each school s finances, compliance with the Regulations, the conduct of the business as a company and with the law more generally. Particular weight is given to the oversight of child protection, recruitment and matters of health and safety. The GEMS vision, aims, policies and procedures are articulated in the Schools Operating Manual (SOM). The Board is responsible for ensuring that the SOM is regularly updated and that the policies and procedures are customised by individual schools and implemented. GEMS UK Governance arrangements UPDATED June2014 7

The Chair is responsible for organising termly full board meetings including agendas and notes of meeting which must be circulated within 7 working days of the meeting. Additional meetings may be arranged if required. In the absence of the Chair of Governors, the Vice Chair of Governors will chair the meetings. All Headteachers are eligible for membership of the Governance Board until the number of schools is greater than 6, at which point elections will be held as required. A minimum of 66% attendance is required (to include representation from preparatory and senior phases) for the meeting to be quorate. Reports from the Committees will be received by the Governance Board, together with issues arising from the Leadership Forum and the Curriculum, Quality and Standards group. Recommendations may be made for the attention of the GEMS Education UK and Europe executive team. Confidential items must be recorded separately from the notes of the meeting. Where appropriate, the Board will invite colleagues or outside experts to give information or advice. 3.2.4 Terms of Reference: Committees (Finance; Education; Operations) Chairs of the committees are responsible for organising termly meetings to be held in advance of the Governance Board. These are usually held on the same day as the Headteacher Leadership Forum in order to facilitate attendance at the meetings and to enable discussion of important issues. Additional meetings may be arranged if required. Heads of GEMS UK and European schools are members of at least one committee. Committees should have representation from both the preparatory and senior phases. Headteachers are encouraged to attend any committee meeting as an observer and will be offered the opportunity to attend by the Chair. The Chair is responsible for organising the agendas and notes of meeting which must be sent to the Chair of the Governance Board within 7 working days of the meeting. Notes of Committee Meetings will be circulated after the Governance Board Meeting. Recommendations from the committees are highlighted within the notes of meeting for consideration by the Governance Board. Confidential items must be recorded separately from the Notes of Meeting GEMS UK Governance arrangements UPDATED June2014 8

3.2.5 Education Committee Chair: Regional Director of Schools (Martin Clark) Members: Director of Operations (Sue Roxby); Financial Controller (Clinton Hadley); UK & Europe Headteachers; Prof. Pat Preedy (EYFS and designated lead on Inspection). Terms of Reference Annually updating the educational policies within the SOM. Monitor curricular and extra-curricular provision. Monitor provision for PSHE and SMSC. Monitor EYFS provision. Via the assessment sub-committee monitor external examination results and agreed benchmarks. Respond to issues raised by GEMS review and inspection. Analyse and disseminate, as appropriate, current educational trends and developments. Organise training and the sharing of research and effective practice including SEN, EAL, provision for able, gifted and talented pupils, EYFS, ICT and parental engagement. Support schools with their marketing strategies in order to achieve target numbers. 3.2.4.1 Education sub-committee: Assessment, tracking and reporting Chair: Colin Fox (group lead on data handling and reporting). Members: Martin Clark (Regional Director of Schools); Prof. Pat Preedy (EYFS and Inspection); Sue Roxby (Director of Operations); School assessment coordinator representatives. Other members of the Executive team or external experts may be invited to contribute as appropriate. Agenda and minutes to be circulated to Heads for information. Terms of Reference Update the Assessment, Recording and Reporting Policy in the SOM. Confirm external examinations/benchmarks to be used for tracking and monitoring; school entrance and scholarships; Ensure schools submit agreed data for tracking and monitoring purposes. GEMS UK Governance arrangements UPDATED June2014 9

Analysis of schools assessment data and reporting to the Curriculum, Quality and Standards Committee for appropriate action and to the Education Committee and Full Board as part of governance. 3.2.6 Finance Committee: Chair: Financial Controller (Clinton Hadley) Members: Regional Director of Schools (Martin Clark); Director of Operations (Sue Roxby); UK & European Headteachers; Acting CFO GEMS UK & Europe (Andy Collings) Terms of Reference Annually review and update the financial policies in the SOM and the financial procedural manual used by FAs. Advise with regard to the budget cycle and production of budget plans. Advise with regard to long and short term factors that may impact the business. Advise with respect to capital investment. As requested by the Management Team, conduct detailed reviews of specific budget areas e.g. debt management, income generation. Respond to issues raised by GEMS Review and inspection. 3.2.6.1 Finance sub-committee: VGF and charitable activity: Chair: Patricia Vickers, Senior Marketing Manager Members: Financial Controller (Clinton Hadley); Director of Operations (Sue Roxby) Headteacher representative; School and pupil engagement representatives; VGF representative. The VGF was established in 2010 to provide access to quality education to underprivileged children around the world. Our goal is that for every child at a GEMS school, we will impact the lives of 100 children who are in need. This means that we have a target to help over 10 million children and in the coming years, this will rise to impacting tens of millions. Terms of Reference To tailor and adopt a formal VGF and charities policy for the UK & Europe; To keep up-to-date with VGF developments and disseminate them; To consider ways that GEMS UK and Europe can support the goals of the VGF e.g. volunteering time; supporting training; adopting a school who needs support and To retain an overview and record of school charitable activities. GEMS UK Governance arrangements UPDATED June2014 10

3.2.7 Operations Committee Chair: Director of Operations (Sue Roxby) Members: Regional Director of Schools (Martin Clark); Financial Controller (Clinton Hadley); UK & European headteachers; Designated lead for Boarding - Dick Jaine (Sherfield); Ken Hance (group adviser for Health & Safety and Transport); Prof. Pat Preedy (EYFS and designated lead on Inspection). Terms of Reference Update the following SOM Policies: Welfare and Safeguarding; Health and Safety; Medical and First Aid; HR; Catering; Property and Estate Management; Marketing. Monitor school statutory and regulatory compliance including school policies; central registers; record of child protection issues (Chair); record of accidents reported RIDDOR (Chair); termly H&S audits; annual Welfare and Safeguarding audits. Monitor boarding provision in order to meet National Minimum Standards and inspection requirements. Monitor provision of school transport. Monitor staff recruitment and child-related conduct (employee handbook/policies; staff files; recruitment procedures; DBS checks/central register; ISA). Monitor training and support to schools with regard to welfare and safeguarding, H&S and First Aid. Monitor and manage support from external providers (e.g. catering; HR and payroll). Respond to issues raised by GEMS Review and inspection. 3.2.8 School Advisory Panels Within the spirit of GEMS mission and values, schools may establish local School Advisory Panels to support governance by: acting as an informal sounding board for the Headteacher and senior team; linking with particular members of staff e.g. EYFS, boarding, extra-curricular provision, sport. supporting the identification and recruitment of panel members; attending school events; supporting parental engagement initiatives; visiting the school to see it in action; GEMS UK Governance arrangements UPDATED June2014 11

raising the profile of the school; further developing links with the business and wider community; supporting the marketing and promotion of the school; suggesting new ideas and innovations; providing reports for the GEMS UK & Europe Governance Board; speaking to inspectors and supporting the school during inspection. Topics for discussion may include: events to attend; visits to school; school improvement plan; key objectives; challenges; achievements and successes including examination results; curriculum and extra-curricular provision; presentations from heads of department; parental engagement; special projects agreed with GEMS UK & Europe; preparation for inspection. See appendix 6 for further information on the organisation of School Advisory Panels and standing agenda template. 3.2.9 Leadership Forum Organised termly by: Executive Team Invitees: Headteachers and Deputy Headteachers of all GEMS UK and European schools; members of the GEMS UK & Europe Executive Team as appropriate; other advisers as required. The Leadership Forum is an opportunity for the Headteachers and Deputy Headteachers to explore issues facing their schools with peers and the Executive Team, and is an opportunity for professional development. Suggested Agenda items are requested from all invitees. Queries or recommendations arising from a Leadership Forum may be made to the Governance Board. GEMS UK Governance arrangements UPDATED June2014 12

Annex 1: Format for Notes of Board and Committee Meetings Meeting: Date held: Present (members): Present (observers): Apologies: Item Summary of discussion/actions GEMS UK Governance arrangements UPDATED June2014 13

Annex 2: Governance Board standing agenda [Date and Time] [Place] [Chair] [Attendees] [Apologies] 1. Welcome and apologies 2. AOB: Decision to include in this agenda or carry forward 3. Sign off last minutes by Chair as accurate record; Matters Arising from last minutes 4. Strategic update and feedback from UK Advisory Board by CEO 5. Strategic update from corporate centre (Group Senior Director of Education) 6. Report Regional Director of Schools, to include Complaints 7. Update on inspection (lead for inspections) 8. Committee Reports and Recommendations; a. Finance, including VGF sub-committee ; b. Operations to include W&S Review; c. Education including Assessment sub-committee and Professional Development Programme. 9. Heads reports from individual schools 10. School Advisory Panel Reports as required; confirmation of membership 11. Proposals for Leadership Forum 12. Note of confidential items 13. Dates of next meetings. 14. Date of Governor Review/Self-Evaluation GEMS UK Governance arrangements UPDATED June2014 14

Annex 3: Education Committee standing agenda [Chair] [Attendees:] [Apologies] 1. Welcome and apologies [Date and Time] [Place] 2. AOB: decision to include in this agenda or carry forward 3. Sign off last minutes by Chair as accurate record; Matters Arising from last minutes 4. Update GEMS global developments/wider educational trends 5. Education policy document updates 6. Inspection and GEMS Review update 7. Standards; quality of teaching and learning feedback and next steps 8. Assessment Committee and next steps 9. Headteacher performance management 10. Provision for specific pupil groups o Additional Needs o Able, Gifted and Talented pupils o EYFS o Sixth form o EAL 11. Curricular and extra-curricular provision 12. Innovations and educational initiatives 13. Marketing 14. Training and professional development; cross-subject liaison 15. Dates of next meetings GEMS UK Governance arrangements UPDATED June2014 15

Annex 4: Finance committee standing agenda [Chair] [Attendees:] [Apologies] 1. Welcome and apologies [Date and Time] [Place] 2. AOB: Decision to include in this agenda or carry forward 3. Sign off last minutes by Chair as accurate record; Matters Arising from last minutes 4. Individual school pupil numbers and financial reports 5. Group financial report and key updates 6. Financial system, manual and processes 7. Budget cycle 8. Report from VGF sub-committee 9. Dates of next meetings GEMS UK Governance arrangements UPDATED June2014 16

Annex 5: Operations committee standing agenda [Chair] [Attendees:] [Apologies] 1. Welcome and apologies [Date and Time] [Place] 2. AOB: Decision to include in this agenda or carry forward 3. Sign off last minutes by Chair as accurate record; Matters Arising from last minutes 4. Updates to Operations Policy documents 5. Statutory and regulatory compliance o o o o o School Central Registers and safer recruitment Record of child protection issues Record of accidents H&S audits and Smartlog compliance Transport 6. Boarding provision 7. HR updates and next steps 8. Welfare and Safeguarding updates and next steps 9. Dates of next meetings GEMS UK Governance arrangements UPDATED June2014 17

Annex 6: Arrangements for School Advisory Panels Membership and Meeting Arrangements The minimum number of members is 5, and the maximum number of members is 9. The Advisory Panel will be consist of: - Chair; - Vice Chair; - Headteacher; - Deputy Headteacher(s) - 2 Business representatives; - 2 Community representatives; - Guests; invited to meetings to advise on specific matters. Headteachers are responsible for suggesting suitable members of school Advisory Panels to the CEO. If the CEO approves, the Headteacher invites the person to be an honorary member of the school Advisory Panel. If the person agrees to be a member of the Advisory Panel, this is confirmed in writing by the CEO using a standard agreement and the member is appointed subject to all safer recruitment checks as detailed in the independent schools regulations, and recorded on the school s single central register. Membership of school Advisory Panels will be confirmed and recorded on an annual basis, at the summer term meeting of the GEMS UK Governance Panel. The school advisory Panel terms of reference and meeting arrangements will be reviewed at the first meeting of the school advisory Panel in the autumn term. Remuneration expenses only Induction of members New members of school Advisory members must undergo an induction process to include: Health and safety and welfare and safeguarding requirements; confirmation that safer recruitments checks are in place; tour of the school; school lunch; introduction to staff; attendance at assembly; introduction to pupils; attendance at a school event; GEMS UK Governance arrangements UPDATED June2014 18

meeting with Headteacher and Chair to give background to GEMS UK & Europe management and governance structure; remit of school Advisory Panels and members; their particular interests and possible contribution. Frequency of Meetings School Advisory Panels will meet termly prior to the GEMS Full Board Meetings in order to allow for reports to be submitted to the main GEMS UK & Europe Governance Board. Dates for the coming year must be agreed with the CEO during the summer term. Appointment of Chair and Vice Chair The Chair and Vice Chair of School Advisory Panels will be approved by the CEO. The position of Chair will be reviewed annually. Term of Office The term of office of members of School Advisory Panels is 2 years. Any member may be re-appointed after this period. Quorum The following are required as minimum at each meeting; Chair or Vice Chair; Headteacher or Deputy; External Panel Member. Recording and Reporting An administrator from the school is required to: circulate the agenda at least 10 working days prior to the meeting; attend termly meetings and record notes of the meeting using the agenda/template; The Headteacher and Chair are responsible for ensuring that notes of the meeting are sent to the CEO and Chair of the UK & Europe Governance Board for inclusion in the main board meetings. GEMS UK Governance arrangements UPDATED June2014 19

School Advisory Panels Standing Agenda [Name of School] Standing Agenda Advisory Panel Meeting [Date, Time, Place] Members: [Insert names of School Advisory Panel Members] In attendance: [ ] 1. Apologies for absence. 2. Minutes of previous meeting. 3. Matters arising from previous minutes. 4. Terms of Reference of School Advisory Panel. 5. Confirm dates of meetings. 6. Topics for discussion e.g. events to attend; visits to school; school improvement plan; key objectives; challenges; achievements and successes including examination results; curriculum and extra-curricular provision; presentations from heads of department; parental engagement; special projects agreed with GEMS UK & Europe; preparation for inspection. 7. AOB 8. Copy of notes of meeting to CEO and Chair of UK & Europe Governance Board. GEMS UK Governance arrangements UPDATED June2014 20

Annex 7: Annual governance cycle areas of focus Further information about the leadership of GEMS schools and the policy framework is available in the introduction to the Schools Operating Manual. Autumn Term Spring Term Summer Term Analysis of results from external examinations and other outcome data including baseline assessments; set educational targets Review Boarding provision Initiate budget preparation Health and Safety audits Review policies as per programme Inspection documentation to be in place Termly report from Headteachers Student recruitment for next academic year Headteacher performance management interviews Finalise new budgets and enrolment targets Review budget out-turns Update marketing plans Parental and pupil satisfaction Welfare and Safeguarding Audits Review pupil progress data Health and Safety audits/reviews Review policies as per programme Inspection documentation in place; Termly report from Headteachers Student recruitment for next academic year Refresh vision and aims Self - Evaluation update SEF Complete Strategic and School Improvement Plan Agree review programme for policies; review policies as per programme Inspection documentation in place; Staff satisfaction data Health and safety reviews Annual salary review Review of governor effectiveness Termly report from Headteachers Student recruitment for next and following academic year GEMS UK Governance arrangements UPDATED June2014 21