Governance

The International Education Agency was formed by the PNG Education Department in 1976. It was then incorporated as an independent company on 26 January 1977 and was re-registered under the Companies Act (1997) on 1 August 2023.

The IEA is a not-for-profit company which owns and operates the IEA's schools.

Shares in the IEA are allocated to IEA School Associations. No other body or individual, besides a school association, may be a shareholder.

The shareholders have the majority of seats on the IEA Board of Directors. The Board sets the policies and directions of the IEA and its schools.

Day-to-day management of the IEA and implementation of IEA policies is the responsibility of the Chief Executive Officer and his/her staff.

The overarching governance of the IEA is directed by the IEA Constitution. The constitution describes the powers and responsibilities of the IEA Board of Directors.

The constitution is approved and amended by the IEA's shareholders.

The IEA shareholders passed a revised constitution at the AGM on 31st August 2023. The new constitution came into effect on 1st January 2024.

The IEA Board has the power to issue and withdraw shares, only IEA school associations can hold shares.

The primary functions of the school association are set-out in the IEA constitution;

1.       Being a member of the Company and hold a share allocated to it and to vote with that share at IEA General Meetings. To nominate one of its members as a candidate for election to the IEA Board.

2.       To represent and promote the interests of a specified educational institution owned and operated by the Company in respect of which no other shareholder is registered.

All schools owned by the IEA register an association in the school's name with the Investment Promotion Authority (IPA). School Associations are regulated by the Incorporated Associations Act. IEA school associations operate under a School Association Constitution. This constitution is common to all IEA school associations.

Parents of the students and all teachers can be members of the School Association.

The purpose of the School Association is to be a member of the IEA, to hold the share in the IEA and to be represented at the IEA AGM and General Meetings.

Each School Association holds an Annual General Meeting at which the association committee is elected. The committee may then nominate its members to the IEA to become school governors.

For further information about an IEA school association please contact the school principal who is the public officer of the association.

The IEA constitution sets the composition of the Board of Directors.

The School Associations, as shareholders, elect representatives to become Directors of the IEA as follows;

Four directors from Port Moresby,

One director elected from Lae, and

Two directors elected from the other shareholders.

The other elected directors are;

A principal elected by IEA school principals and

A teacher elected by the IEA teachers.

This structure enables stakeholders (parents and employees) to be involved in the IEA’s governance.

The IEA Board has the ultimate responsibility for the performance and sound management of each of the IEA schools, and the entire system.

Introduction

The IEA adopted a Policy Governance model in 2021, it provides the structure for the relationship between an organization’s governing body (the Board) and its managerial executive (CEO).

The Board does not “hang over” the CEO’s shoulder, but determines polices reflecting the organization’s values (results expected of the CEO) and boundaries (the limitations within which the CEO must work to achieve these ends).

The Board then evaluates the CEO performance (the Monitoring-see below) on the success of fulfilling those policies.

Purpose

This model of governance was developed to address the need for distinction between governance and management, the failure of other systems to maintain proper accountability and the tensions and dilemmas in Board members role as a trustee. The system is therefore designed to:

·         Distinguish between the role of the Board and that of the Chief Executive Officer (CEO).

·         Empower the CEO for maximum success with clear bounds of safety or limitation.

·         Keep the Board focused primarily on creating the IEA’s future rather than reviewing the past.

·         Translate the Board’s over-riding accountability for the organization’s success and safety into a manageable job.

Ends

The Board defines its expectations about the intended effects to be produced, the intended recipients of those effects, and the intended worth (cost-benefit or priority).

Means

The means are the strategy, approaches and resources that the CEO uses to work towards achieving the board defined ENDS.

Executive Limitations

This Board describes in writing the limits it places on operational means, thereby placing boundaries on the authority granted the CEO.
 

Monitoring    

The Board must monitor organisational performance against previously stated:
•    Ends policies; and
•    Executive Limitations policies.
Monitoring is for the purpose of discovering if the IEA has achieved a reasonable interpretation of these board policies.
The ongoing monitoring of the Boards’ Ends and Executive Limitations policies constitutes the board's mandated process for the CEO’s performance evaluation.

The following documents form the key elements of the IEA's Governance Model.

The IEA senior management includes:

The Chief Executive Officer (CEO)-who has overall responsibility for day to day and strategic operations.

The Director of Education (DoE)-is responsible for school operations including the curriculum, teaching staff performance and the professional development of education staff.

The Chief Financial Officer (CFO)-manages the financial operations, auditing and statutory reporting for the IEA, including schools. THE CFO is the company secretary.

The Manager of People and Culture (MPC)-this role includes a range of operations including human resources, properties, security and support services.

The school principal is appointed by the IEA and is the manager of the school. The IEA delegates authority and responsibilities to the principal to best perform their duties. The principal is a member of the school board of governors.

All IEA school managers are ultimately responsible to the CEO. The principal’s direct line-manager is the Director of Education and principals should consult with the DoE on all aspects of successful school leadership.

According to its size a school may have one or more deputy principals or other senior teaching staff.

All schools will have ancillary (non-teaching) staff, who assist in the operation of the school.

The IEA may establish a board of governors at schools and appoint its members. Typically, this includes the School Association Committee members, but alternative arrangements are possible.

Additional members of the school board are the principal, a teacher’s representative, and the IEA’s appointed member.

The school board may also co-opt community members to join the board, with approval of the IEA.

The Board of Governors is not an elected body; its members are appointed by the IEA to support the school in certain areas. 

The IEA delegates specific responsibilities to the School Board, which may vary from time to time. The School Board functions through regular meetings and conducts business within the policies and regulations set by the IEA.

Certificate of Incorporation

TIN IRC Registration Certificate