Changes to ISI’s Governance
ISI has recently concluded a wide-ranging review of its governance arrangements to ensure that these are fit for purpose and in line with best practice. The review was informed by a thorough consultation process led by independent experts in governance, and all key stakeholders have given their full support to the proposed changes. We are very grateful to everyone who contributed their thoughts and time to this important process.
As a result, new Articles of Association have been adopted with effect from 1st January 2019. The simplified governance structure will see a fully independent Board, with directors also acting as members of the company, in line with usual practice in the not-for-profit sector. A summary of the new arrangements can be found on the page ISI Governance at a Glance.
ISI will shortly be recruiting for four new directors to join the Board in early 2019. The recruitment process will be led by Perrett Laver and overseen by ISI’s Nominations Committee. Full details will be available on the ISI website.
Q: Why have you changed the governance structures?
A: Independence is key to our effectiveness as an inspectorate, both in relation to DfE and Ofsted and in ensuring continued development of high standards of education in the independent sector – we must be, and be seen to be, expert, robust and impartial in assuring the quality of the education and the wellbeing of pupils in ISC schools. Although ISI has always been careful to maintain independent decision-making and objectivity, in line with the terms of its appointment from DfE, the Board considered that its governance arrangements did not adequately reflect this.
Q: How have you ensured that the new arrangements are fit for purpose?
A: We conducted a thorough consultation process with representatives of all our key stakeholders to inform new governance structures, including a fully independent board of directors with no link to any of the ISC member associations. This process was led by an expert law firm, Bircham Dyson Bell, who also drew up new Articles of Association in line with current law and best practice for non-profit organisations. A steering group comprising directors and members is overseeing the entire review through to implementation of the agreed changes.
Q: Whom did you consult as part of your review?
A: We consulted widely with all key stakeholders, including representatives of the Independent Schools Council and all its member associations, the Department for Education and Ofsted. The changes being implemented have their full support.
Q: So how has the governance changed?
A: There are a number of key changes:
- A simplified governance structure moving from two tiers to one. The current members will step down at the end of the year and from January 2019 Board directors will also be the members of the company.
- The Board will also become fully independent from the ISC associations and will comprise between 9-11 directors. A recruitment exercise is under way to appoint four new directors, who will be appointed through open competition by the Board, following a detailed skills mapping exercise. These roles will be unremunerated.
- The current association-nominated directors will step down at the beginning of next year, once the new directors have been selected.
Q: Will the directors be paid for carrying out their role?
A: No, our advertisement and candidate brief make clear that the directors will not be remunerated. The existing Articles do however allow for the remuneration of the role of Chair, and this provision has been carried over into the new Articles.
Q: How will you ensure that the directors are genuinely independent?
A: We are committed to an open, competitive recruitment process that encourages applications from candidates with a wide range of backgrounds and expertise. We have therefore appointed a reputable search firm, Perrett Laver, to lead the recruitment for us. All positions will be openly advertised and a rigorous selection process followed. The process will be overseen by a Nominations Committee of the Board, and all appointments will be agreed by the full Board, following a recommendation from the Nominations Committee.
There are already five independent directors on the Board, appointed through an open recruitment process, and they will continue to serve on the Board for the remainder of their terms.
Q: How will you ensure that the new Board has the skills and experience to understand yet challenge the sector?
A: We have carried out a full audit of the skills required for the Board to discharge all its responsibilities effectively, including an assessment of the skills and expertise brought by those directors who will be continuing to serve on the new board.
We are also very conscious that ISI needs to keep abreast of developments in education policy and practice, to understand what works well and how we can add real value through the inspections we conduct and the associated advice and guidance we are able to offer the sector. To that end, we are establishing an expert educational advisory forum to provide a mechanism for the Board and Chief Inspector to tap into the expertise available in the wider education sector, including the associations which comprise the ISC membership. Its purpose will be to act as a stimulus for high-quality strategic thinking to inform the continuous development of ISI’s inspection services and delivery of its educational mission.
Q: How will you ensure that the Board is appropriately diverse?
A: ISI is firmly committed to equality of opportunity and this principle underpins the recruitment process. We are seeking to create a Board that fully reflects the diversity of our society as well as of the sector we inspect.