committed to the principles of best practice
The 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 the 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 (AOI), 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. The Company endorses the Swiss Code of Best Practice for Corporate Governance approved in March 2002. It also operates within the Swiss Code of Obligations (Art.707-726), Articles of Incorporation, decisions of the General Meeting and ISBR AG Board Policies.
The Director is appointed by the Board. The Director is the chief executive officer of the ISBR and has full operational control of the School including responsibility for the formulation of educational policies and the administrative management of the ISBR in accordance with the Goals and Outcomes policies established by the Board.
The ISBR AG Policies define the relationship of the ISBR AG to the School and between the Board to the Director of the School.
The Board is composed of seven to 12 members who are elected at the 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 Annual General Meeting (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 the 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 the ISBR, 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.
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.
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A - shares with voting rights + places
|Association International School of Basel (AISB)
B - shares with voting rights + places
|Association International School of Basel (AISB)
C - shares with voting rights only