Australia: Why is good school governance so important?

Last Updated: 3 December 2018
Article by Andrew Komesaroff and Dilusha Jayasekara

In brief - Schools should adopt contemporary governance standards

Schools should review corporate governance structures and constituent documents such as Rules of Incorporation, Articles of Association or Constitutions, to ensure compliance with contemporary expectations and to ensure the efficient running of school operations and business.

Royal Commission's observations on school governance

The Royal Commission into Institutional Responses to Child Sexual Abuse made a number of important observations and recommendations regarding the governance of schools:

The role of school councils or boards is generally to establish the strategic direction of the
school, monitor and review school performance, and report on the school's management and operation to the relevant government education authority. Another central role is to ensure effective policies and practices are in place to fulfil the council's or board's legal obligations, including protecting children at school. Boards might ensure school principals are committed to child safety, invite student representatives to board meetings, and engage with parents and the community about issues of safety, bullying and identifying child abuse.

Poor leadership, flawed governance and unhealthy school cultures, particularly in nongovernment schools, emerged as a strong theme throughout our case studies, private sessions and research. We heard that school leadership, governance and culture had a strong influence on the way child sexual abuse was prevented, identified and responded to.

It is apparent from our case studies and research that where institutions have embedded principles of good governance, including transparent and consultative processes for making and implementing decisions, it is more likely that they will respond effectively and appropriately to allegations of child sexual abuse.

Out-of-date school Rules/Constitutions

While the Royal Commission's observations were made in the context of its reporting on historical child sexual abuse, they apply broadly and impart an important lesson: namely, avoiding a governance structure which is unclear against a backdrop of rules, articles of association and constitutions that are antiquated and in desperate need of being overhauled.

Legal duties of directors/committee members of schools

There are important duties that the law imposes on directors/committee members of schools which apply regardless of the school's size or governance structure.
The four main legal duties that apply are:

  1. the duty to act in good faith in the best interests of the organisation and for a proper purpose
  2. the duty to act with reasonable care, skill and diligence (including the duty to prevent insolvent trading)
  3. the duty not to improperly use information or position, and
  4. the duty to disclose and manage conflicts of interest.

Non-compliance with these duties can lead to significant penalties. It is therefore critical that the school's governance structure and its Rules/Constitution reflect best practice so as to increase the likelihood that the legal duties of directors/committee members will be met.

Common governance problem areas

The most common areas where a lack of a good governance structure supported by modern documentation leads to difficulties include:

Troublesome school members

A number of school rules we have reviewed do not deal adequately with members who, while not on the board/committee, seek to have an undue influence in the running of the schools of which they are members. The effect of this is to sidetrack the board/committee from pursuing what should be its main roles of setting the school's strategic direction and in developing broad policies in the most important areas of the school's activities.

Schools should give close attention to the criteria for members to be members of the school. For example, a simple but desirable change is to make it clear that for a parent to be a member that person must be a parent of a current student who has actually signed the student's enrolment documentation.

In addition, schools should have a simple but effective method of removing members where that is the last resort.

Troublesome directors/committee members

We have found on a number of occasions that in an unsophisticated governance structure, common features of the Rules/Constitution are that the board/committee is narrowly comprised (for example, directors/committee members are drawn from particular interest groups such as past parents, alumni or staff) and there is insufficient allowance for directors/committee members to be replaced.

School boards/committees should be comprised of men and women with the business skills and experience to run sophisticated schools with substantial revenue and many employees operating in a complex and highly regulated industry.

The Rules/Constitution of the school should set out the role of the board/committee to make the distinction between the roles and function of the board/committee and those of the principal well understood. In a Catholic school setting, it may also be important to ensure the responsibility and duties of the parish priest, if any, are made clear.

Limits should be placed on the tenure of directors/committee members so there are constant opportunities for renewal and fresh thinking.

As for troublesome members, in the unfortunate situation where a director/committee member is not satisfying his or her obligations and is engaging in conduct that is prejudicial to the school, a clear pathway needs to be contained in the Rules/Constitution to bring the tenure of that director/committee member to an end.

Use of Technology

Many old Rules/Constitutions (formerly Articles of Association) do not contemplate the efficient running of meetings using technology, such as teleconference and audio visual facilities. This has the effect of hampering the efficient running of boards/committees and tends to limit the capacity of the board/committee to respond to events as they arise. It is critical that contemporary methods of technology communication are provided for in the Rules/Constitution of schools.

School sub-committees

Given the sophistication of modern schools and the potential demands on the time of directors/committee members, it is unrealistic to expect that they can devote sufficient time to all of the discrete areas of the school's activities. Older Rules/Articles of Association do not cater sufficiently for the creation of specialised sub-committees (for example, finance, governance and professional learning). They also do not address membership of these sub-committees, the tenure of members, nor the appointment and removal of sub-committee members.

Formation of a disciplinary sub-committee can also be useful as a method of ensuring removal of directors/committee members. This would provide objectivity and independence in the process and ensure that the procedural requirements and rights to appeal are clearly delineated.

Lack of diversity in the school board/committee

The composition of the board/committee should be considered carefully as the board/committee often regulates and manages various aspects of the school.

It is important that the directors/committee members bring a range of diverse skills, experience and qualifications and that there is an appropriate balance in age range, gender and ethnicity. This assists in ensuring a wide skills matrix is utilised in determining the strategy and vision of the school. Further, a lack of diversity can also hinder the school's growth and ability to generate revenue and operate efficiently.

Checklist of governance issues to consider

  1. What is the current governance structure in place and would the school's purpose and functions be better served by utilising a different legal structure?
  2. Are the Rules/Constitution reflective and conducive to the purpose and vision of the school?
  3. Do the Rules/Constitution provide specific powers or does the school board/committee have general powers to act in order to fulfil its purpose?
  4. Do the Rules/Constitution and general governance structure of the school make it clear what the duties and responsibilities of the directors/committee members are?
  5. Is there a clear distinction in the roles of each of the principal, school board/committee and parish priest (if applicable)?
  6. Is the school board/committee functioning and conducting meetings in the most efficient way possible, including through:
    • the utilisation of technology
    • the implementation of sub-committees, and
    • the delegation of roles as needed?
  7. Do the Rules/Constitution provide a means of removing troublesome directors/committee members or general members?

If you answered no to some or all of the above questions, you should seek legal advice about modernising your corporate governance structures consistent with contemporary expectations.

Andrew Komesaroff Dilusha Jayasekara
Education Law
Colin Biggers & Paisley

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions