Basic Legal Duties of Directors

The Articles of Association provide that the “direction of the affairs of the Company” shall be vested in the Governors…The Board is responsible for setting the policy and strategies of the Company, and their regular review.”  Specific authority is given to the Board to do things such as appoint a Head of School, set policies for the admission and removal of students, set the student fees, encourage and receive donations and endowments, purchase property and provide for the management of the affairs of the School in such a manner as they see fit.

Individual Governors owe a fiduciary duty to the School.  They are expected to act reasonably, prudently and in good faith in the best interests of the School as a whole.   They are also expected to avoid conflicts of interest, to maintain the confidentiality of Board business and to support decisions made collectively by the Board.  Individual Governors must also act in accordance with applicable legislation, by-laws or policies.  Finally, each Governor is expected to exercise the same degree of care, skill, and diligence as would be expected of a person with the same experience and background.

Key Stewardship Responsibilities of the Board

The Board of Governors is accountable to the School community for HGS’ success in achieving its Mission, Vision and strategic plans in a manner consistent with its values. 

According to current standards of governance, the Board of Governors is responsible to provide strategic leadership and effective stewardship and to advance the best interests of the School as a whole.  The Board is expected to:
  • Approve the School’s Mission and Vision
  • Ensure that the School’s values and ethics are clear, known to and applied by the School community
  • Recruit, appoint, evaluate, develop and compensate the Head of School
  • Participate in the development of and approve the School’s strategic plan
  • Approve the annual priorities and budget, ensuring alignment with the strategic plan
  • Monitor the School’s progress in relation to its strategic and annual plans
  • Ensure the ongoing financial sustainability of the School and assist the School in its fundraising efforts
  • Understand the principal risks facing the school and ensure that the School administration has systems in place to identify and manage risk
  • Monitor the adequacy of the School’s internal controls and management information systems
  • Promote and monitor the quality of the School’s programs and services
  • Ensure that the School’s human resources policies support the attraction, development, and retention of qualified and motivated employees
  • Approve a communications policy and monitor the effectiveness of the School’s relationships with key stakeholders
  • Demonstrate accountability to the School community and monitor the School’s compliance with legal reporting requirements
  • Foster the Board’s ongoing effectiveness and efficiency

Board Size and Composition

The Board of Governors of the Halifax Grammar School is made up of volunteers from the School community, be they parents, faculty or alumni.  Care is taken to nominate individuals with diverse skill sets, experience, and backgrounds to assist the Board in fulfilling its important stewardship responsibilities.  The School is fortunate to have dedicated and capable individuals serving on the Board.  HGS benefits from their collaborative efforts to advance the best interests of the School.
 
The size and composition of the Board are prescribed by the HGS Articles of Association.  These Articles will be reviewed by the Governance Committee every three (3) years at which time the issue of the Board’s size and composition will be considered specifically to determine if any changes are warranted.  Currently, the Board can range in size from 10 to 18 members.

Ideal Board Profile

 
Expertise/Experience

  • Financial/accounting
  • Legal
  • Communications and stakeholder relations
  • Education
  • Real estate development
  • Fundraising/advancement
  • Human resources
  • Governance
  • Child and adolescent health
  • Marketing/branding
  • Strategic skill sets
  • Individuals with strong connections to the school community
  • Broader community involvement and extensive networks

Representation

Consideration should be given to:
  • A balance of representatives in the community from different walks of life (e.g. balance of gender, diversity, new and long-time parents)
  • A balance of representatives with children in all parts of HGS (i.e. prep, middle, senior)
  • A balance of professional expertise and skills required on the Board
  • Representation from members, alumni and the community at large in order to provide a level of independence, objectivity, and diversity of perspectives to the organization
 
Skills and Attributes
 
  • Good organizational skills
  • Good communication skills
  • Working knowledge of rules of procedure
  • Good meeting management/facilitation skills
  • Ability to relate to people (strong inter-personal skills)
  • Media relations skills/experience
  • Some degree of financial literacy and business acumen
  • Good problem-solving skills
  • Effective questioning skills
  • Ability to work effectively with Head of School
  • Open-mindedness
  • Flexibility
  • Empathy and commitment to School’s mission, vision, and values
  • Ability to foster an effective team
  • Experience and courage to tackle difficult issues and make decisions
  • Visible in the community served by the School

The Board's Role in Advancement and Funds Development

In 2011, HGS established an Advancement Office that includes development, alumni relations, and communications functions. 

The Board has a critically important role to play in advancing the mission of the Halifax Grammar School.  The Board approves the School’s mission.  It leads the development of a shared vision and establishes clear strategic priorities for the School.  It appoints a Head of School with the passion, commitment, and skills required to implement the strategic plan and to advance the School’s mission.  It provides effective oversight of the School’s operations, including its finances, human resources, and relationships with the school community.  The Board also bears a critical responsibility for sourcing the funds and other resources required to support the School’s Mission.

Governors are expected to demonstrate leadership in garnering philanthropic and other support for the School.  All Board members are expected to participate in the School’s Annual Campaign and periodic Capital Campaigns, to their individual ability to do so.  Board members are also expected to encourage others to support the School’s fundraising efforts.

Time Commitment

Seven Board meetings are held throughout the school year (current schedule is Tuesdays 4:30 - 6:30 pm) and the board holds a half day retreat usually in January.  In addition to board meetings, members are all asked to serve on one of the board committees (Audit, Advancement, Governance).  Committee meetings schedules and frequency of meetings are established by the Committee Chair in consultation with the Committee members. In addition to formal meetings, board members are asked to participate in school activities throughout the year.