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 have strong professional qualifications, expertise and skills, and have demonstrated service and commitment to the School's long-term advancement, and includes the Head of School. Directors are elected by the Appointing Committee and serve one-year terms and may be re-elected. In accordance with Japan’s Private School Act, Directors must possess the skills and experience necessary for the management of the operations of the School, along with social credibility and trust.
The Board of Trustees constitutes a larger group – historically around 75 members – representing the diverse interests and viewpoints of 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 the Board of Directors must consult with the Board of Trustees 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 eight 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 principal business of the Executive Committee shall be to assist the Chair and Vice Chair in coordinating the priorities and agendas of the Board of Directors and Board of Trustees (including the annual meeting of the Board of Trustees), evaluating the Head of School’s ongoing performance and employment terms and addressing other matters appropriate for executive committee review based on efficiency, confidentiality or other considerations.
Advancement Committee
The principal business of the Advancement Committee shall be to develop and review fundraising policies, strategies and campaign guidelines and to supervise implementation of these activities in the community and among alumni in conjunction with the Advancement Office.
Appointing Committee
The principal business of the Appointing Committee shall be to review the membership of the Board of Directors and the Board of Trustees and to appoint new candidates to serve in these important roles. The Appointing Committee is comprised of at least 2 Directors, 2 Trustees and 1 external individual, with the requirement that a majority be persons other than Directors. The Appointing Committee members are elected by the Board of Trustees.
Enterprise Risk Management Committee
The principal business of the Enterprise Risk Management Committee shall be to oversee the school’s capability to continuously and consistently identify, assess, aggregate and manage risk exposures within a predetermined tolerance guideline across the entire school.
Facilities Planning Committee
The principal business of the Facilities Planning Committee shall be to develop and review facilities and infrastructure plans and policies for the schools and to supervise the implementation of major facilities improvements.
Finance Committee
The principal business of the Finance Committee shall be to guide the planning of the annual budget by the administrative staff, oversee investments and borrowings and provide overall financial management and strategic direction.
Governance Committee
The principal business of the Governance Committee shall be to review school governance policies and procedures, supervise ongoing legal and regulatory compliance, and recommend Officer and Committee member candidates.
Personnel Committee
The principal business of the Personnel Committee shall be to review school personnel policies and recommend general compensation adjustments for school personnel.
FAQs
Has ASIJ’s Governance Changed?
Yes. As of 2025, the appointment process has changed. Previously, the Board of Directors appointed Trustees, and the Board of Trustees appointed Directors. Now, an Appointing Committee handles the selection for both positions to ensure independent oversight.
How are Directors appointed?
The Appointing Committee identifies and appoints the Directors, taking into account the opinions solicited from the Board of Trustees. The primary criteria include strong professional qualifications, expertise and skills, active engagement in school committees and a demonstrated commitment to the school's long-term advancement. In accordance with Japan’s Private School Act, Directors must possess the skills and experience necessary for the management of the operations of the School, along with social credibility and trust.
How are Trustees Appointed?
The Appointing Committee identifies and appoints the Trustees, taking into account the opinions solicited from the Board of Directors. The primary criteria include a potential for substantive contribution to school committees and a demonstrated commitment to the school's long-term advancement. Trustees candidates represent the diverse interests and viewpoints within the ASIJ community. The Board of Trustees typically has about 75 members.
How are the Members of the Appointing Committee Appointed?
The Board of Trustees appoints the members of the Appointing Committee. The Appointing Committee is composed of at least two (2) Directors, two (2) Trustees and one (1) external individual, ensuring that Directors do not constitute a majority of the committee.
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 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.
