About Our Governance Structure
By Bill Werlin, Chair of the Board of Directors, 2003-2011
Yokohama International School is a unique entity in the world of international schools. First is our longevity, second only to Geneva as the oldest international school of record. Second, our governance structure is unique to that of other international schools, in Japan and elsewhere.
YIS, for much of its history, operated with a single Board of Directors governance structure. But in 1969, in compliance with Japanese regulations concerning the status of Gakko Hojin, which YIS was seeking, a Board of Trustees was created. In schools with a self-perpetuating, or appointed, Board of Directors, the provision of a Board of Trustees would seem to provide a balance to the absolute authority of a Board of Directors. However, since the YIS Board of Directors is elected by and directly accountable to the parent/community body, this balance is provided at a grass roots level.
The YIS Board of Directors is elected at an Annual General Meeting (AGM) attended by parents, faculty, staff and alumni, as well as the members of the Board of Trustees. Thus, the Board of Directors, which is charged with managing the business affairs as well as setting the strategic direction of the school, is subject to the ultimate authority of the broad community of persons whose lives and concerns are intertwined with YIS. Under Japanese law and by historical precedent, the Board of Directors has overall responsibility and accountability for the institution.
A simple way of looking at the differences between the Board of Directors and the Board of Trustees is to think of the school, YIS, as the beneficiary of a trust. The Board of Trustees ensures that the interests of the beneficiary, YIS, are looked after. The Trustees, under the Act of Contribution, have advisory and approval functions over important, specific acts and events. The Board of Directors administers the trust for the beneficiary, the school (YIS).
Specifically, the Board of Directors is charged with:
- Providing strategic direction for the school
- Developing and maintaining a viable and healthy financial condition for the school on an annual basis
- Developing, refining and revising as necessary, school policies and procedures
- An advisory source for the school administration on school issues and day-to-day operations
- Overseeing the Head of School
Additionally, the Board of Directors and the Board of Trustees must both grant approval of the following:
- Loans (excluding temporary loans to be returned within a single fiscal year)
- Disposal or purchase of real estate
- Leases of real estate or other financial obligations for a term of more than five years
- Changes to the Act of Contribution
- Any Merger or Dissolution
- Appointment or dismissal of the Head of School
Finally, the Board of Directors must approve, and the Board of Trustees acts an advisory body with the following items:
- Annual Budget and Plan
- Disposal of significant basic assets outside the annual budget
- Significant new financial obligations exclusive of the budget
An advisory function means the Board of Trustees must review any actions falling into these categories and may, as a Board, express its concern(s) to the Board of Directors. Concerns can then be relayed to officials at Kanagawa prefecture.
All minutes of meetings of the Board of Directors and the Board of Trustees, including all relevant comments and stated concerns, are as a matter of course reviewed by our auditors and the Kanagawa private school authorities, who then can take any further action they believe necessary and appropriate. These minutes of the open sessions are also available to members of the YIS community.
The make-up of both boards is mandated by Japanese law as interpreted by the Kanagawa Prefectural authorities. For instance, as mentioned previously, the Board of Directors is elected at an Annual General Meeting from parents, persons of knowledge and experience and/or graduates of YIS who have attained the age of at least 25 years. At least 3 members of the Board of Directors must also be members of the Board of Trustees to ensure consistency, connectivity and foster communication between the two Boards.
The Board of Trustees is required by Japanese law to have members from the YIS staff, graduates of the institution who have attained at least the age of 25 years and persons of knowledge and experience. In the Act of Contribution, as amended in 2006, the category of “parents” was added to ensure that the group most directly concerned with “ensuring that the interests of the beneficiary” are looked after would have guaranteed representation among the Trustees.
The Act of Contribution is the master document for the school. It defines the fundamental existence of YIS as a legal entity and provides the basic framework needed to allow YIS to carry out its function as an international school. This framework includes the separate responsibilities and scope of authority of the three main groups – the AGM, the Board of Directors and the Board of Trustees – which, befitting an educational institution, properly complement rather than redundantly or adversarially overlap one another. Please note though, that the Act of Contribution is only intended to cover the big picture, not to define all of the operational specifics, policies or procedures. Those details are covered in the YIS Constitution, which spells out the nomination and election procedures for both Boards, schedule and procedures for the AGM, formalities of voting by both Boards and the Policies and Procedures Manual.
We recognize that providing a high quality education is not possible without effective governance structures. Towards that end, while our governance system is relatively complex, we feel it not only meets all the local legal requirements, but provides a solid framework which will help ensure YIS continues to provide a high quality education well into the future.