Governance

committed to the principles of best practice

International School of the Basel Region AG (ISBR AG) is a not-for-profit company registered under Swiss law.

The purpose of the Company is the operation of an English speaking private day school for girls and boys aged from three to nineteen years with three levels; Senior School, Middle School and Junior School, on a non-profit and self-supporting basis.

The School is owned and operated by ISBR AG whose shareholders include corporations in the Basel region plus the Association of the International School Basel. The supreme corporate body of the Company is the general meeting of shareholders. As outlined by the Articles of Incorporation, the shareholders have a number of inalienable powers which include the election of a Board of Directors (Board). The Board is responsible for the governance of the School as a non-sectarian, politically neutral entity that provides an education promoting learning, cultural and international understanding and respect for all nationalities, religions and cultural backgrounds.

ISBR AG is committed to the principles of current best practice in international school governance. ISBR AG is complying with existing legal regulations and the Swiss Code of Best Practice for Corporate Governance. The existing internal foundations, including the Articles of Incorporation and the Organisational Regulations, take account of all principles required for the management and supervision of the Company, including the required checks and balances.

The Director is appointed by the Board. The Director is the chief executive officer of the ISBR AG and has full operational control of the School including responsibility for the formulation of educational policies and the administrative management of the school in accordance with the governance established by the Board related policies.

Board Basics

The Board is composed of seven to 12 members who are elected at the Annual General Meeting (AGM) by the shareholders for a term of three years. Board members may stand for re-election. Each class of shareholder has the right to elect at least one representative onto the Board.

The Director and Board Treasurer of ISB participate as non-voting Board members and a Board secretary is designated.

Within the legal framework provided by the AOI, the Board governs with an emphasis on outward vision rather than internal preoccupation, encouragement of diversity in viewpoints, strategic leadership more than administrative detail, clear distinction of Board and Director roles, collective rather than individual decision making, future rather than past or present focus, and pro-active rather than reactive decision making.

The ISB Board focuses on the overall strategy for the Company and ensures compliance with Board policies. Board meetings are held a minimum of four times a year with additional meetings taking place at the AGM and during Board training. Typically, the Board will hear reports from the Director and members will discuss any additional issues of relevance and make decisions in accordance with the goals that it has set itself.

On a yearly basis, the Board reports to the shareholders at the AGM and publishes an Annual Report which includes an overview of the School’s activities including audited accounts. During the AGM, finances and the audit are approved, resolutions voted upon and members to the Board are elected.

With the exception of the Finance Committee, the Board may establish and dissolve any additional committee set up to support the Board in its duties and appoint or remove experts required to assist the Board in the discharge of its duties. It elects the members of such committees and it defines the tasks and conditions of such committees and experts. At the request of the Director, the Board may also appoint and dissolve committees required to assist the director in the discharge of his/her duties.

The Finance Committee is a standing committee and oversees the annual financial affairs of ISBR AG to ensure prudent long term financial planning and to arrange suitable financial auditing. The Finance Committee is chaired by a member of the Board and includes, but is not limited to, the following additional members: the Director of ISBR AG, the ISBR Finance Manager, a representative from the AISB, and an experienced independent financial advisor to the Board.

The Board, in close coordination with the Administration, approves the school’s Strategic Plan. The Strategic Plan is aligned with the Mission and Philosophy and covers all relevant areas such as curricula, financials, development, personnel/staffing, and governance.

Board Members

Rolf Barfuss

Rolf Barfuss

Treasurer for the Board, Board Attendee
Neil Esho

Neil Esho

Bank for International Settlements (BIS)
Srishti Gupta

Srishti Gupta

Novartis AG
Mathieu Jaus

Mathieu Jaus

Association of the International School Basel (AISB)
Donna Latin

Donna Latin

Association of the International School Basel (AISB)
Annette Palmer

Annette Palmer

Association of the International School Basel (AISB)
Bradley Roberts

Bradley Roberts

Director International School Basel
Timon Sartorius

Timon Sartorius

Syngenta Crop Protection AG
Cris Wilbur

Cris Wilbur

Chair, F. Hoffmann-La Roche AG

School Leadership

George Dolesch

George Dolesch

Junior School Principal
Luz Maria Gutierrez Vittini

Luz Maria Gutierrez Vittini

Teaching and Learning Director
Tico Oms

Tico Oms

Middle School Principal
Bradley Roberts

Bradley Roberts

Director
John Squier

John Squier

Director of Digital Learning and IT
Balázs Szegedi

Balázs Szegedi

Director of Operations
Timothy Walsh

Timothy Walsh

Senior School Principal

Shareholders

International School of the Basel Region AG (ISBR AG) Shareholders

The share capital of the Company is divided into registered A, B and C shares. Each registered A and B share carries with it the right to one place in the School subject to the general admissions policy. Each share carries one vote at shareholder meetings.

Shareholder   Shares %
Abbott www.abbott.ch 35 2.70
Actelion www.actelion.ch 5 0.39
Bank für Internationalen Zahlungsausgleich www.bis.org 60 4.63
Basellandschaftliche Kantonalbank www.blkb.ch 2 0.15
BASF www.basf.ch 55 4.25
Bayer Consumer Care AG www.bayer.ch 10 0.77
Clariant International Ltd www.clariant.com 25 1.93
Colgate-Palmolive Europe sàrl www.colgate.ch 0.39 
Danzas Holding AG/Neu. DHL Management (Switzerland) Ltd www.dhl.ch 8 0.62
DSM Nutritional Products AG www.dsm.com 23 1.78
Endress + Hauser (International) Holding AG www.endress.com 8 0.62
F. Hoffmann–La Roche AG www.roche.com 132 10.19
Huntsman Advanced Material (Switzerland) GmbH www.huntsman.com 5 0.39
IKEA Supply AG www.ikea.ch 11 0.85
Johnson Controls IFM AG www.johnsoncontrols.ch 4 0.31
Lonza Group AG www.lonza.com 20 1.54
Novartis Pharma AG www.novartis.com 229 17.68
Pirelli Société Générale SA www.pirelli.com 4 0.31
Pricewaterhouse Coopers Ltd www.pwc.ch 3 0.23
Syngenta Crop Protection AG www.syngenta.com 121 9.34
UBS AG www.ubs.com 20 1.54
A - shares with voting rights + places
 
785
 
Association International School of Basel (AISB)
B - shares with voting rights + places
AISB 470 36.29
Association International School of Basel (AISB)
C - shares with voting rights only
AISB 40 3.09 
Total Shares
 
1295
100