ISB Board meeting minutes

Board meeting minutes

16 MAY 2024

Meeting of the: Board of Trustees

Date: 16 May 2024

Starting/Ending Time: 18:00 - 21:00

Venue: HS Multipurpose Room (Video attendance was available)

Minutes Endorsed: 16 May 2024

Chair: George Nazi Vice Chair: Simon Baxter

Number of Members Present: 16/19 Guests: James MacDonald (ISB Director), Leigh Heglund (Designated Safeguarding Lead), Paul Cabrelli (Director of Finance and Operations), Samuel Hureau (Incoming Director of Finance and Operations)

Absence: 3 Members Recorder: Jessica Franken

Agenda:

Welcome, Call to Order, Confirmation of Quorum 1

Safeguarding exercise 2. Director’s Updates 3. Committee Updates 4 Closing Remarks 5

Agenda Item 1: Welcome, Call to Order, Confirmation of Quorum The meeting began with a warm welcome by the Board Chair, setting a collaborative and open tone for the discussions that followed. Agenda Item 2: ISB Director’s Update The Director provided comprehensive updates, focusing on the strategic direction, achievements, and operational updates of the organisation. Highlights included the successful recruitment process for the Head of High School. Community Engagement and Updates Community Sessions: James and George hosted sessions to enhance transparency and share key data about the school, such as assessment data, finances, and enrollment. These sessions have been effective in transforming concerned parents into ambassadors for the school.

EXECUTIVE SUMMARY / ACTION ITEMS / NEXT STEPS

Agenda Item 1: Welcome, Call to Order, Confirmation of Quorum

The Board meeting began with a welcome from the Board Chair The key attendees introduced included:

Samuel Hureau: Incoming Director of Finance and Facilities

Paul Cabrelli: Director of Finance and Operations

Leigh Heglund: Safeguarding Lead

Agenda Item 2: Safeguarding Exercise

Leigh Heglund, Dedicated Safeguarding Lead, conducted a safeguarding exercise, providing an overview of safeguarding protocols and responsibilities at ISB Key points included:

Collaboration with Leila Holmyard, CIS Safeguarding, Child Protection, and Wellbeing Consultant

Regular high-level reports on safeguarding incidents, with confidentiality maintained The Board's role in oversight, with Dimitra Fellner as the Safeguarding Trustee

Two scenarios were discussed to highlight the Board's role in managing safeguarding issues:

Scenario 1: A historical abuse allegation by a current faculty member at another school

Discussion Points:

The Board's role in managing allegations and strategic oversight

Ensuring clear guidelines and legal advice if necessary.

Maintaining focus during crises by addressing questions to the safeguarding trustee

Scenario 2: Inappropriate but not illegal behavior by a faculty member, leading to internal unrest and employment termination

Discussion Points:

Managing allegations and strategic oversight

Handling faculty and community perceptions and ensuring fair processes.

Additional Discussion:

Recruitment processes to prevent hiring individuals posing a threat, including police and FBI checks

The importance of thorough reference checks and maintaining robust screening processes.

Agenda Item 3: Director’s Update

James presented updates on several strategic topics:

Strategy: Detailed planning for the 24-25 school year, focusing on SWOT analysis, milestones, and targets

Lower School Update: Addressing enrollment challenges and market competition

Language and Internationalism:

Bilingual program development

Multilingual/Home Language program initiatives

CIS Accreditation: Progress and upcoming accreditation activities

CIC Workshop: Scheduled for June 4

Enrolment: Tracking key enrollment figures to assess the impact of marketing efforts.

Budget: Current budget status and future considerations.

Branding: Ongoing brand refresh aligning with strategic goals.

Agenda Item 4: Committee Updates

Facilities Committee:

Major summer projects: Replacement of the Elementary School (ES) Deck and renovation of the ES toilets.

Discussion on security guard contract renewal through a tender process for best practices.

Advancement Committee:

Detailed tracking of enrolment figures, including:

Opening enrolment (historically tracked since 1951)

End of calendar year enrollment

End of school year enrollment

Full Fee Paying Equivalent (FFPE) figures.

Emphasis on targeted marketing campaigns and enhancing the school's online profile

Strengthening communication about the quality of teachers and recruitment standards.

Continuous Improvement Committee (CIC):

Focus on addressing the decline in Lower School student numbers.

SWOT analysis for the Lower School to identify growth opportunities.

Discussion on private tutoring perceptions and the upcoming perception study in collaboration with Impact

Governance Committee:

General governance-related updates and discussions.

Agenda Item 5: Budget 24-25 and Fee Increases

The finance committee proposed fee increases for the 24-25 school year:

Lower School: 2 5% increase

Upper School: 3 5% increase

Loyalty Discount: 5% discount for students attending ISB for at least five academic years.

Discussion Points:

The strategic and marketing benefits of the loyalty discount

Concerns from globally mobile families about perceived value

The minimal budgetary impact of the loyalty discount

Fee increase positioning relative to competitors and the implications of breaking the €50K tuition fee barrier

Agenda Item 6: Board Vote

The Board voted on the proposed fee increase which will be differentiated for Lower School and Upper School and includes a loyalty discount for any student who has been at ISB for at least 5 years:

In Favor: 16 Trustees (2 via proxy)

Against: 2 Trustees

Absent: 1 Trustee (no proxy assigned)

Agenda Item 7: Closing Remarks

This executive summary provides a comprehensive overview of the key discussions, decisions, and updates from the Board meeting held on May 16. The focus areas included safeguarding protocols, strategic updates, committee reports, and budget considerations, all aimed at ensuring the continuous improvement and effective governance of the institution.

28 MARCH 2024

Meeting of the: Board of Trustees

Date: 28 March 2024

Starting/Ending Time: 18:00 - 21:00

Venue: HS Multipurpose Room (Video attendance was available)

Minutes Endorsed: 16 May 2024

Chair: George Nazi Vice Chair: Simon Baxter

Number of Members Present: 17/19 Guests: James MacDonald (ISB Director, Iannis

Leonidakis (Works Council Secretary), Jenne Whitelaw (FA President)

Absence: 2 Members Recorder: Jessica Franken

Agenda:

Welcome, Call to Order, Confirmation of Quorum 1

Director’s Updates 2. Committee Updates 3. Closing Remarks 4

EXECUTIVE SUMMARY / ACTION ITEMS / NEXT STEPS

Agenda Item 1: Welcome, Call to Order, Confirmation of Quorum

Board Chair, George, welcomed Federica Valente-Marinkovic to the Board

Discussion on setting a date for a May Board Social

Agenda Item 2: Director’s Update

James presented the latest Strategy document, incorporating feedback from various stakeholders.

The document aims to provide a unified language and improved graphics but needs refinement for coherence, representation of international connectivity, and potential inclusion of diversity metrics.

There are plans for an annual strategy refresh session for the Board

The document presented will be the “position paper” that will subsequently allow for version differentiation for different audiences (master copy for position, derivatives for fundraising, etc.).

Agenda Item 3: Committee Updates

Advancement Committee:

Enrolment target plan for 1400 students in three years, involving strategy integration, admissions enhancement, and social media engagement.

Branding workshop identified three core brand attributes: passionate, compassionate, encouraging.

Continuous Improvement Committee:

Decision to extend the June meeting for a deeper review of programs, including the exploration of bilingual options in lower school.

Finance Committee

Discussion on tuition fee strategies and wage increase predictions. Consideration of fee differentiation based on various factors

Agreement on budget forecasts.

Facilities Committee Highlights:

Addressing the reduced power of WiFi antennas due to EU regulations.

Governance Committee Highlights:

Updates on board oversight, safeguarding training, board successions, and the review of the Honorary Trustees system.

Agenda Item 4: Closing Remarks

The meeting focused on strategic updates, including document refinements, enrollment targets, and branding efforts.

Financial discussions revolved around tuition strategies, budget forecasts, and investments. Governance touched on regulatory compliance, safeguarding training, and board structure optimization.

The session concluded with a critical decision on property investment, reflecting the board's strategic and fiscal prudence.

01 FEBRUARY 2024

Meeting of the: Board of Trustees

Date: 01 February 2024

Starting/Ending Time: 18:00 - 21:00

Venue: HS Multipurpose Room (Video attendance was available)

Minutes Endorsed: 28 March 2024

Chair: George Nazi Vice Chair: Simon Baxter

Number of Members Present: 16/18 Guests: James MacDonald (ISB Director, Iannis

Leonidakis (Works Council Secretary), Jenne Whitelaw (FA President)

Absence: 2 Members Recorder: Jessica Franken

Agenda:

to

Confirmation

EXECUTIVE SUMMARY / ACTION ITEMS / NEXT STEPS

Agenda Item 1: Welcome, Call to Order, Confirmation of Quorum

The meeting began with a warm welcome by the Board Chair, setting a collaborative and open tone for the discussions that followed.

Agenda Item 2: ISB Director’s Update

The Director provided comprehensive updates, focusing on the strategic direction, achievements, and operational updates of the organisation Highlights included the successful recruitment process for the Head of High School Community Engagement and Updates

Community Sessions: James and George hosted sessions to enhance transparency and share key data about the school, such as assessment data, finances, and enrollment These sessions have been effective in transforming concerned parents into ambassadors for the school

Agenda Item 3: Committee Update

Various committees presented updates, highlighting ongoing projects and strategic initiatives. Advancement Committee:

Project 1400 was commended for its progress and strategic approach to increasing enrolment and enhancing the school's reputation The project’s strategic focus on media coverage and social media presence was noted as particularly positive

The advancement team outlined their comprehensive strategy for attracting new students, retaining existing ones, and enhancing fundraising efforts. Discussions on market dynamics suggested that while the market remains stable, there is potential to increase the school’s market share through focused marketing efforts.

Facilities Committee:

Provided insights into infrastructure developments, ensuring that the physical environment supports the strategic and operational goals.

CIC (Continuous Improvement Committee):

Shared findings from the G8 data comparison with regards to MAP testing and IB scores, focusing on student performance and areas for improvement. The discussion underscored the need for data-driven decision-making to enhance educational outcomes. A detailed update on the CIC’s efforts to analyse student data and improve storytelling around the school’s value proposition was provided The update highlighted a workshop aimed at gathering insights from Governance and Finance Updates

Governance Committee:

An update was provided on the restructuring of board policies, aiming to improve governance effectiveness.

Finance:

Discussions focussed on the current budget situation and projections for the next academic year, including assumptions about enrolment, revenue, and expenses. The board considered proposals for a tuition fee increase policy and short-term investments to optimise financial resources.

Agenda Item 4: Board Votes

The board voted on several key items, including the appointment of a potential trustee, an executive summary of the October and December meeting, updates to the policy on fee increases, and a proposal for short-term investments. All items were unanimously approved, demonstrating the board’s collective support for the proposed initiatives.

Agenda Item 5: Closing Remarks

The meeting concluded with a closed session where specific financial and governance matters were further discussed The unanimous approval of voting items highlighted the board’s commitment to strategic growth, financial stability, and enhanced governance structures.

07 DECEMBER 2023

Meeting of the: Board of Trustees

Date: 07 December 2023

Starting/Ending Time: 18:00 - 21:00

Venue: HS321 (Video attendance was available)

Minutes Endorsed: 01 February 2024

Chair: George Nazi Vice Chair: Simon Baxter

Number of Members Present: 14/18 Guests: James MacDonald (ISB Director, Paul Cabrelli (Interim Director of Finance and Operations), Iannis Leonidakis (Works Council Secretary), Jenne Whitelaw (FA President)

Absence: 4 Members Recorder: Jessica Franken

Agenda:

EXECUTIVE SUMMARY / ACTION ITEMS / NEXT STEPS

Agenda Item 1: Welcome, Call to Order, Confirmation of Quorum

The meeting began with a warm welcome by the Board Chair, setting a collaborative and open tone for the discussions that followed

Agenda Item 2: ISB Director’s

Update

The Director provided comprehensive updates, focusing on the strategic direction, achievements, and operational updates of the organisation. Highlights included the successful recruitment process for the Head of High School.

Community Engagement and Updates

Community Sessions: James and George hosted sessions to enhance transparency and share key data about the school, such as assessment data, finances, and enrollment. These sessions have been effective in transforming concerned parents into ambassadors for the school

Focus Areas

Child Protection: Discussion on the board's role in ensuring a safe campus, with plans for a future session to better understand board member responsibilities in this area

Crisis Management: There was a discussion around the need for clear communication flow during crises and the process for declaring "snow days" due to weather changes.

Financial Report: The first quarter showed positive results, significantly influenced by accounting practices related to land purchases.

Recruitment and Operations

Director of Finance and Operations Recruitment: A two-phase recruitment process is underway, with strong candidates identified for in-depth interviews. There was a discussion on whether to maintain this as a single role or split it into Finance and Operations roles.

Agenda Item 3: Family Association Update

Jenne Whitelaw, FA President, provided updates on activities for parents and announced the International Festival's move to June, aiming for a full community celebration

Agenda Item 4: Works Council Update

From the Works Council, the upcoming Social Elections were discussed to ensure full representation across campus sectors.

Agenda Item 5: Committee Updates

Governance Committee: Presented a proposed template for reporting committee goals.

Advancement Committee: Discussed strategies for Project 1400 to increase the value proposition through marketing and targeted sessions.

Continuous Improvement: Suzanne gave an overview of a presentation from the ES Head, highlighting efforts towards continuous improvement in educational offerings.

Finance Committee: Shared positive budget developments, noting a favourable comparison between forecasts and actuals.

Conclusion and AOB

The meeting concluded with a closed session focusing on governance, advancement strategies, and financial updates. This session underscored the board's commitment to strategic planning, community engagement, and fiscal responsibility.

The December 2023 Board Meeting was marked by significant discussions on strategic hires, financial health, community engagement, and operational improvements. With a clear focus on transparency, continuous improvement, and strategic advancement, the board is steering the organisation towards achieving its long-term goals.

05 OCTOBER 2023

Meetingofthe:BoardofTrustees

Date:05October2023

Starting/EndingTime:18:00-21:00

Venue:HSMultipurposeRoom(Videoattendancewasavailable)

MinutesEndorsed:01February2024

Chair:GeorgeNaziViceChair:SimonBaxter

NumberofMembersPresent:14/18Guests:JamesMacDonald(ISBDirector)

Absence:4MembersRecorder:JessicaFranken

EXECUTIVE SUMMARY / ACTION ITEMS / NEXT STEPS

Agenda Item 2: ISB

Director’s Update

Updates on staffing provided by the Director

Discussion of positive IB results from the last cohort.

Introduction of “Community Connections” conversations with Board and ISB Community, proposed inaugural sessions November 7, 8

Discussion of the challenges around bus transportation - facilities committee to receive full debrief.

Actions Items:

James and George to provide a summary of the “Community Connections” events at the next Board meeting

James to provide the Facilities committee a full debrief of the challenges around the buses that occurred at the beginning of the school year (presumably at the next Facilities meeting).

AgendaItem3:ISBDirector’sGoals

TheBoardChairledaBoardreviewanddiscussionoftherecentlycompleted18-month goalsfortheISBDirector.

Actionitem: GovernancecommitteetoformalizetheBoardgoalsbasedontheDirector’sgoals(for thenextBoardmeeting).

AgendaItem4:CommitteeGoals

CommitteeGoalswerecirculatedtotheMembersoftheBoardofTrusteesaspre-readsand thecommitteemembersraisednoobjections.

Actionitem:Certaincommitteegoalsneedtobefinalized(forthenextsub-committee meetingandthenextBoardmeeting)

AgendaItem5:GovernanceMatters

StrategyDay:TheBoarddiscussedtheimportanceofpreparingandparticipatinginthe StrategySessionledbyaconsultancytoestablishtheStrategicplanforISBinthecoming years

ISBBylaws:TheBoardreviewedproposedchangestotheArticlesofAssociation(Bylaws) whichwerepartofaresponsetoupdatedBelgianlaw

ActionItems:theGovernancecommitteeagreedtoimplementchangessuggestedby severalBoardmembersandensureareviewoftheFrenchlanguagefinalversionfor consistencyandaccuracywiththeEnglishversioncirculatedtotheBoardmembersfor review SeveralbilingualBoardmembersvolunteeredtoassistinthefinaldraftingofthe ArticleswhichwillbereviewedandvotedonattheextraordinaryGeneralMeetingon26 October

Fillingofthenewbylaws(inFrench)isdueby31December2023

BoardAssistanttoidentifyatranslatortoperformatranslationoftheBylawsfromFrench toEnglish