Governance at ASIJ
The American School in Japan is formed as a gakko hojin (incorporated educational institution) under Japan’s Private School Law, and is a non-profit, tax-exempt entity. The School’s primary governance documents are its Act of Endowment and Bylaws, which establish a multi-tiered governance structure involving a Board of Directors, a Board of Trustees, and two independent Statutory Auditors.
First and foremost, the Board of Directors ensures that the School upholds its mission and values. The Board of Directors also oversees ASIJ’s financial health and institutional stability, engages in strategic planning and review, and works in close partnership with the Head of School. The Board of Directors delegates to the Head of School the full daily operations of the School, including all administrative, educational and operational programming.
The Board of Directors consists of 13 members from within the ASIJ family who represent the diverse interests and viewpoints of our community, and includes the president and vice-president of the Parent Teacher Association, the Head of School, one elected by the other Directors and other members elected by the Board of Trustees. Directors serve one-year terms and may be re-elected.
The Board of Trustees constitutes a larger group – historically around 75 members – representing the ASIJ community. The Trustees’ approval is required for fundamental matters concerning the status of the School, such as amendments to its Act of Endowment, and must consult with the Board of Directors on certain other important matters, such as budgets and the appointment of the Head of School. Trustees also support the Directors and the School through committee work, and enhance communication across the wider community.
The Statutory Auditors, who attend the meetings of the Board of Directors and Board of Trustees, are responsible for auditing the business and finances of the School as well as the performance of the Board of Directors. Their mission is to ensure that reasonable decision-making processes are utilized to protect the best interests of the School, and that governance procedures are carried out in alignment with the Act of Endowment and Bylaws.
Committees
While the Board of Directors meets regularly, the majority of its work is carried out by its seven committees. Committees are composed of Directors, Trustees, the Head of School, and members of the Senior Leadership Team, as appropriate to the work of each committee.
Executive Committee
The Executive Committee assists the Chair and Vice Chair in coordinating the priorities and agendas of the Board of Directors and the Board of Trustees. The Executive Committee also oversees the performance of the Head of School through an annual review process.
Advancement Committee
The Advancement Committee reviews fundraising policies and campaign guidelines in alignment with the School’s strategic and programmatic needs. Members of the committee are often involved in the implementation of fundraising activities across the ASIJ community of families, employees and alumni.
Enterprise Risk Management Committee
The Enterprise/Risk Management Committee meets annually to review the School’s capability to identify, assess, and manage risk exposure. This committee works closely with the Facilities and Finance Committees and consults with external experts as appropriate.
Facilities Committee
The Facilities Committee oversees the School’s facilities and infrastructure plans and supervises the implementation of any major facilities improvements.
Finance Committee
The Finance Committee guides the planning of the School’s annual budget, oversees investments and any debt instruments, and ensures long term strategic direction for the School’s financial management. The Finance Committee works closely with the Head of School and Chief Financial Officer in setting annual tuition levels which are ultimately approved by the full Board of Directors.
Governance Committee
The Governance Committee oversees governance policies and procedures and supervises routine legal and regulatory compliance matters. The Governance Committee is also responsible for reviewing the membership of the Board of Directors and the Board of Trustees and identifying new candidates to serve in these important roles.
Personnel Committee
The Personnel Committee meets as necessary to review school personnel policies and recommend general compensation adjustments for school employees. The Personnel Committee works closely with the Finance Committee in carrying out its responsibilities.
FAQs
How are Directors appointed?
The Governance Committee appoints a broader nominating committee that identifies candidates for the Board of Directors from the pool of Trustees. The Board of Directors strives to maintain a diverse membership of dedicated individuals whose professional expertise and demonstrated dedication to the School will allow them to make positive and significant contributions to governance.
How are Trustees appointed?
The Governance Committee appoints a broader nominating committee that recommends candidates for the Board of Trustees to the full Board of Directors. Trustees candidates represent the diversity of the ASIJ community and have generally demonstrated great dedication to the School. The Board of Trustees typically has about 75 members.
What is the role of the two Statutory Auditors on the Board of Directors?
The Act of Endowment and By-laws stipulate that there will be two Statutory Auditors on the Board of Directors. The Statutory Auditors attend all meetings of the Board of Directors and the Board of Trustees to independently ensure that reasonable decision-making processes are utilized to protect the best interests of the School, and that governance procedures are carried out in alignment with the Act of Endowment and Bylaws.
How often do the Directors and the Trustees meet?
The Board of Directors meets regularly during the school year. The Board of Trustees meets twice annually, usually once in the fall and once in the spring. The Board of Directors joins the Board of Trustees at its meetings to share strategic plans and discuss the work of the Directors and School.
