Annual General Meeting of Members

Lycée Condorcet – The International French School of Sydney

Date: Thursday 17th November 2016.

Time: 6.00 pm

Location: School Hall (Block G), Lycée Condorcet,

758 Anzac Parade, Maroubra

Were present:

Board members:

Members as per attendance sheet annexed hereto.

Mr. Sébastien Vallerie (President/Chairperson)

Mr. Alexandre Lhéritier (Secretary)

Ms. Mona Karam (Treasurer)

Ms. Grace Corbiau

Mr. Jean-Baptiste Lanfrey

Ms. Suzanne McArthur

Ms. Marine Pestel

Ms. Nermine Zahran

School Administration: Mr. Philippe Courjault (Principal)

Mr. Jean-Pierre Guguen (Financial and Administrative Manager)

Guests:

Mr. Olivier Le Van Xieu

Mr. Bernard Pous (Cooperation & Cultural Action Counsellor)

Mr. Bernard Le Boursicot (Consular Advisor)

Mr. Jean-Philippe Grange (Consular Advisor)

Ms. Marie-Claire Guilbaud (Consular Advisor)

Mr. John Mac Coll

Apologies: Mr. Axel Higelin

1. MEETING OPENING:

1.1. Chairperson and secretary of meeting:

The President of the School Board, Mr. Sébastien Vallerie chaired the meeting and Mr. Alexandre

Lhéritier acted as Secretary.

1.2. Welcome and quorum:

The President welcomed members and guests to the 2016 Annual General Meeting (AGM) of the

Lycée Condorcet.

He confirmed the presence of a quorum and called the meeting, which has been duly convened, to order at

6:30pm. More than 30 members were present and/or represented.

1.3. Apologies:

Mr. Axel Higelin.

1.4 Conduct of AGM:

The President gave a short explanation on the conduct and procedures of the Annual General Meeting before

opening the official proceedings of the 2016 AGM.

The Annual General Meeting must be conducted in English; French translation will be provided on request.

Parents will be invited to ask questions at the end of the meeting.

2. ADOPTION OF THE AGENDA:

The Agenda of the meeting included in the notice of Annual General Meeting dated 26th October 2016 has

been sent to all members. A copy thereof is annexed to the present minutes.

2.1. Members’ request to amend agenda

Two members of the “Conseil d’établissement” (CE) requested an amendment to the meeting’s

Agenda to include discussions on the Parents & Friends Association (P&F) and the Treasurer.

The request was approved by the Secretary and the item was added to the meeting’s agenda.

2.2. Second members’ request to amend agenda

A member requested to amend the Agenda to remove approval of the Financial Statements for 2015-

2016.

The Secretary agreed to the request and item – Approval of accounts 2015-16 - was deleted and

removed from the meeting’s Agenda.

2.3. Adoption of agenda

The President moved that the rest of the agenda be adopted. The motion was seconded by the

Secretary. No one opposed the motion. The resolution was carried unanimously.

“The new agenda of the Annual General Meeting, as amended by the two members’ requests in

items 2.1 and 2.2, is confirmed and adopted.”

3. START OF THE ONGOING ELECTION OF THE SCHOOL BOARD:

The vote for the election of the School Board was declared open and the meeting was invited to proceed to

the election of directors by ballot.

The following candidates were listed for election to the School Board:

1. Ms. Grace Corbiau

2. Mr. Benoit Droulez

3. Ms. Kareen Ferrali

4. Mr. Paul Robinson

5. Mr. Guillaume Roger

6. Ms. Nermine Zahran

4. APPROVAL OF THE MINUTES OF THE LAST AGM:

The President then moved that the minutes of the last Annual General Meeting held on 19th November 2015

be approved. The motion was seconded by the Secretary. No one opposed the motion. The resolution was

carried unanimously.

“The minutes of the Annual General Meeting of the Lycée Condorcet held on 19th November 2015 are

confirmed and adopted.”

5. THE PRESIDENT’S REPORT:

The President’s Report was given by Mr. Sébastien Vallerie. Highlights from the report include:

Role and mission of the School Board:

The School Board’s mission and role was reinstated by the President. The latter reminded the

assembly of the financial and legal liability of the Board towards the school.

Special reference was made to the importance of establishing long-term strategic direction thus

ensuring corporate compliance and financial sustainability of the school through budgetary and

strategic planning.

Being a School Board Director

Board directors are volunteers who share their expertise for the benefit of the school. They cannot

be representative of any special interest group or elected members of other school bodies. As

director of the School Board, one has to abide by the code of ethics and sign a non-disclosure

agreement.

The President took the opportunity to thank past and present members of the Board for their hard

work. He paid tribute to the directors’ strong dedication by disclosing the board’s attendance to

meetings for the 2015-2016 period.

Complexity of the school:

The school was founded over 45 years ago and has been located on this campus since

approximately 15 years.

The President explained that the Lycée Condorcet operates in a complex environment (in between

French and Australian regulations). In the eye of the Australian regulations, it is an independent

school and is as such, subject to accreditation by the NSW Board of Studies (BOSTES). On the

other hand, the school is also accredited with the French Ministry of Education and has to follow

educational guidelines from the AEFE. Moreover, the school is also recognised by the

International Baccalaureate Organisation for the IB Diploma preparation.

The governance framework of the school was described and picturised in the following chart. The

President explained how a good understanding of the roles and responsibilities of the school’s

governance bodies together with trust and dialogue paves the way to efficiency.

Governance framework of the Lycée Condorcet

Vision – Mission - Strategy:

The Lycée Condorcet’s vision is to prepare its students to become citizens of the World.

The school prides itself for giving its students a solid academic preparation and the passion to

achieve their best potential. It prepares them to enter leading universities around the world.

Strategic pillars support the vision and mission of the School.

Vision – Mission – Strategy

Integration:

The name of the school speaks for itself LCS – International French School of Sydney

Integrated: internally and externally (local, national, federal French & Australian supporters)

27 nationalities represented across the School.

Key achievements for FY 2015-2016:

Safety:

Ongoing relationship with the Australian Police Force was put in place.

A Site Security Review was undertaken by the French Embassy.

Several safety preventive exercises have been implemented during the school year (evacuation

exercise, lock down, confinement, fire drill).

Additional CCTV have been installed over the campus.

Our School Zone and Traffic Management Report has been validated by the Randwick City

Council.

Maintenance Report (Opex + Capex) has been deferred.

Some Work Health & Safety (WHS) validating policies have been put in place. An audit was

conducted by the AIS (Association of Independent Schools).

Finance:

A moderate increase of 1.75% in school fees for 2015-2016 (and 2.5% in FY16-17)

A record total of 810 students from “Maternelle” to Year 12.

Revenues: $14.1million, operating surplus $1.6m.

Cash in bank: $6 million.

Governance:

The first School Board and School Committee (Conseil d’Etablissement) joint meeting was held

on the 1st June 2016.

Teachers’ representatives can now attend board meetings.

A Human Resources (HR) Committee was created.

Condorcet – Campus 2020:

Stage 1 of the Master Plan Vision 2020 has been delivered on time and within budget

($2.2million)

Other works and maintenance carried out during the FY 2015-2016:

Major maintenance program for Block D (Budget $ 503,000)

Recurring investment budget to improve plants and equipment ($300,000)

Electrical upgrade of the school ($200,000) Communication and Marketing:

The school has a new brand identity.

IB recruitment through digital media campaign.

Future plans:

The costs of the works involved in Stage 2, 3 and 4 of the Campus 2020 are estimated at

$16million.

The AEFE convention will have to be renewed.

A Human Resources department will be implemented as the school is now a 125+ employees

company.

The Lycée Condorcet’s Association of Alumni will be officially launched.

Awareness campaign and sponsorship for the French Film Festival

A proactive IB preparation campaign.

6. THE PRINCIPAL’S REPORT:

A report on operational matters and school events was given by the Principal, Mr. Philippe Courjault. He

thanked the members for their attendance and welcomed the guests to the 2016 AGM.

The main points of the report are:

The school environment and student force:

Lycée Condorcet is evolving in a dynamic environment. Indeed, French education is expanding in

Australia and, thereby, the network of schools offering a bilingual teaching is developing. In this

environment, the number of students at the school is increasing (+ 25% in three years) and it is

undoubtedly related to the quality of our bilingual programme which enabled us to broaden our

enrolment base.

Currently, 40% of our students are French, 22% are French-Australian, 30% are Australians and

the remaining 8% are coming from different countries. The evolution of this distribution is really

interesting. Indeed, even though the proportion of Australian students is still decreasing as they

progress through the educational stages, this proportion has been growing over several years (25%

in 2011) in a smooth trend. Thus, Australian families who decided to entrust the school with their

children’s education are more and more to remain among us.

Increase in students:

There are several reasons explaining the increased numbers of students:

The academic performance that enables students to be admitted in the best universities of

Australia, in France or everywhere else in the world.

The quality of the bilingual programme that allowed us to broaden our enrolment base. The 46

students of PS of 2013 are now 98 in CP. As a result, we are planning on setting up a waiting list.

The will to develop rewarding pathways for our students and to allow them to make the most of

their linguistic abilities

o Opening of a pre-IB preparatory programme for non-French-speaking students who passed

their Y10 to reinforce the preparation to the IB programme offered in our school.

o Opening of a European section in 2015 in 2nd which will enable our students to pass their

Baccalaureate with even better results in 2017.

o Opening of an Australian-International Baccalaureate option shortly to offer our students the

best accredited education in terms of academic requirements open to the Australian culture.

The commitment of our team to guide students to success and both teaching and non-teaching

staff should be commended.

The double accreditation by the French ministry of education and by the NSW Board of studies,

teaching and educational standards.

Other factors also significantly contribute to the well-being of students and to the quality of their student life:

- Physical education, now featuring surfing, swimming, tennis and badminton, which can even be

chosen as an examination of the Baccalaureate

- The cultural openness of the school that benefits our students. I can mention as recent examples the

visit of François Garde last year, the success of the science week, the meeting with Erik Orsenna,

member of the French Academy and winner of the Prix Goncourt, or, the presence at the school for

three weeks of Chen Jian Hong, painter and illustrator.

- The quality of the pedagogical projects about drama, cinema and webradio broadcasting

- Drama courses are now strongly integrated in our pedagogical activities.

- Following the screening, at the school, of the movie Guillaume et les garçons, à table! in relation to

The French Film Festival, our students have taken part in the first short-film festival of Asia-Pacific

which took place in Kuala Lumpur. They won the audience award and today, Lycée Condorcet is an

official partner of the French Film Festival.

- The 5th Edition of the Asia-Pacific swimming championship was a great moment of unity within the

community and a unique opportunity to showcase our ability to host an international event.

There are still some works in progress that we have to continue and some projects that we have to start:

- Condorcet Campus 2020

- Human resources management to be strengthened

- The renewal of the agreement (convention) with the AEFE. The Director of the AEFE, Mr

Christophe Bouchard, will come to Australia in February 2017 and will visit our school on the 15th.

- Security and implementation of the recommendations of the Diplomatic Security Service who ran a

Security Diagnosis in August.

7. THE BUILDING COMMITTEE’S REPORT:

The head of the Building Committee, Ms. Nermine Zahran, was invited to give an update on the work and

achievements of the committee during the 2015-2016 school year. A copy of the presentation is annexed to

the present minutes.

The key achievements of the Building Committee were presented to the assembly:

Maintenance works conducted:

Installation of additional drinking water dispensers in the buildings.

Replacement of the metal roof sheeting on walkways.

Upgrading the “maternelle” playground.

Upgrading Block D’s façade.

Installing glass panels to balustrades in Block A.

Changing of wash basin taps in Block A.

Installing hot water showers in the gymnasium.

Upgrading a major kitchen appliance in the canteen.

Condorcet Campus 2020:

The Head of the Building Committee depicted the situation of the school with its rising student

force and stressed the need for the school to grow and upgrade accordingly. There is an increased

demand for classrooms, play zones and facilities like toilets, canteen, sick bay, libraries. The

Campus Condorcet 2020 project was devised to increase the school’s capacity and address the

related issues (traffic, parking, etc).

Stages 1, 2, 3 and 4 of the Condorcet Campus 2020

A financial breakdown for the different stages of work as well as the architect selection process

was explained. The timeline for the works (especially Stages 2, 3 and 4) was also presented to the

assembly.

Parking and traffic:

It has been recommended by the traffic consultant that the existing school bus stop, on Moverly

Road be relocated to the existing bus stop at ‘Anzac Parade near Storey Street’, operated by

Sydney Buses. It would enable the school to reopen the pedestrian access on Anzac Parade,

therefore redistributing the pedestrian movements in and around the site and providing a direct

access point to the school for students using Sydney Buses services.

8. THE TREASURER’S REPORT:

8.1 Financial Statements:

The Finance Committee’s Report and the financial statements for the year ended 30th June 2016

were presented by the Treasurer, Ms. Mona Karam. A copy of the presentation is annexed to the

present minutes.

The main points of the Treasurer’s Report are:

School registrations:

The Treasurer listed the different registrations of the school (ASIC, ACNC, BOSTES, AEFE,

AIS, etc) and explained accordingly how the school is eligible to funding and grants from the

different organisations.

The AEFE contribution is a non-cash injection covering 49% of the 17 resident staff salaries

and 100% of the salaries of 5 expatriate staff members.

School revenues:

The school revenues have increased overall by $1,417,607 (11.2%); this is mainly due to

increases in school fees (increase of $1,148,529) and grants (increase of $333,443).

The Treasurer compared and presented the evolution of the school’s revenues and amount of

grants/subsidies received over the last three years.

Chart illustrating the sources of revenues of the school FY 2016

School expenditures

The Employee Benefit Expense was increased by $485,011 (6.8%)

Repairs, Maintenance and Cleaning expenditures were increased by $103,889 (25.2%)

Other Expenses increased by $238,727 (15.9%)

The Treasurer compared the school’s expenditure for financial years 2015 and

2016.

Chart illustrating the expenses of the school FY 2016

Year 11 and Year 12 grants

In 2015, our Year 11 and 12 students (1ere and Terminale) became finally eligible for

Australian government grants.

For the 2015-2016 school year, the Board decided to pass on 50% of this grant to students in

Yr 11-12 in the form of a school fee reduction.

Key Performance Indicators:

Cash and cash equivalents stands at $6,006,470 which represents an increase of $1,585,029

(35.8%); this will decrease by half in FY2017 for Condorcet 2020 funding.

Operating Surplus stands at $1,584,158 which is an increase of $570,551 (56.3%) and this

surplus is mainly due to increases in students numbers, school fees and grants.

The school’s Working Capital ratio has increased over the past six years.

8.2. Approval of the 2015-2016 Financial Statements:

As per member request tabled in Item 2.2 above, the approval of the 2015-2016 accounts has been

removed from the meeting’s agenda.

The audited financial statements will published on the school website to allow remarks from

members and they will be submitted for approval at the next board meeting.

8.3 Director’s declaration:

“In the Director's opinion, there are reasonable grounds to believe that the company is able to pay

all of its debts, as and when they become due and payable.”

9. VARIA - QUESTIONS TO DIRECTORS:

9.1. Parent’s question: How are parents involved in Stage 2 of the Condorcet Campus 2020

project?

Answer (President): By definition, directors are parents of the school with 3 Directors being part of

the Building Committee; the committee which is chaired by a parent holds regular meetings.

Several information sessions on Condorcet Campus 2020 were held and everyone was invited to

attend, not only parents but staff as well. The President noted quite a poor attendance to those

sessions however.

Moreover, directors attend the “Conseil d'Etablissement” and encourage feedback to the Board

and/or Building Committee.

9.2. Parent’s question/remark: One parent requested more transparency and communication

from the School Board.

Answer (President): The President wanted to remind the assembly that the Board meetings and

minutes are confidential.

Communication from the School Board exist and has been increased through:

1/ annual note on School Fees and the business and strategy update is shared with parents,

2/ annual report of the Chair to Minister of Education is now shared with parents,

3/ Board assess and action requests sent to them on their email,

4/ efforts have been made with the Management and particularly with the Communication Manager

on the Board/Directors sharing key information in the newsletter,

5/ a first ever joint-meeting between the Board and the School Council was held on 1st June 2016.

It is to be noted though that the primary mission of the Board is the School's strategy and finance

control.

9.3. Parent’s question/remark: Can the school’s constitution be amended to include feedback?

Answer (President): Amending the Constitution is a big project with the last revision made only

some years ago. This would require a significant time investment and commitment from the

Board, the School Management and the Members at a time where strategic projects are being

delivered.

9.4. Parent’s question/remark: A staff engagement survey to be conducted to evaluate

employee satisfaction??

Answer (President): This is indeed a request from the staff formulated at the first ever joint-meeting

between the Board and the School Council on 1st June 2016. This should happen with both the HR

Committee and School Management being involved.

9.5. Parent’s question: The recruitment of a Human Resources Manager to alleviate the

workload of the Financial Director

Answer (President): After a Building Manager and a Communication Manager over the last year,

recruiting an HR Manager is indeed something that the Board might consider in the short term.

9.6. Parent’s question/remark: Where is the school with regards to negotiation of the AEFE

convention; this has been lingering for years and the Board mentioned that an agreement has been

reached lately.

Answer (President): Unfortunately, not enough progress have been made with regards to the AEFE

convention renewal. This is something the Board and particularly the Governance Committee are

still currently working on.

10. END OF VOTE:

10.1. Closing of vote

The President then moved to close the vote. Concerns were raised by a member on the fact that a

number of proxies have not been accepted without just reason.

10.2. Members’ request to validate proxies

Two members requested that all proxies denied, be accepted by the Directors pursuant to Section

250 of the Corporations Act 2001 (Commonwealth).

Discussions followed and the Secretary announced that the majority required from the Board of

Directors to proceed was not met. The request was not accepted.

10.3. Members’ request to cancel the AGM

A member requested that the Annual General Meeting be cancelled and postponed to another date.

There were many comments from members and discussions ensued.

The Secretary invited the members to decide on the matter by way of a show of hands. A count of

hands of the members was made by the Secretary and it appeared that the majority of members was

not in favour.

The Chair formally requested to adjourn the meeting for 10 minutes for the Directors to convene on

the matter.

The meeting was reopened by the Chair ten minutes later.

The Chair announced that it was resolved by the majority of Members on a Show of Hands that

neither the Annual General Meeting nor the election would be redone.

10.4. Postponement of ballot count:

Taking into account the concerns raised on the rejected proxies, the Board decided that the count of

vote and announcement of the results be postponed until the proxies in question could be reviewed.

It was decided that the affected proxy holders would be contacted to ensure that their vote could be

resubmitted. The Secretary announced the School Management would contact the members with

affected proxies directly. He also confirmed the count of ballots would not occur until all the

proxies were received.

A new date for the counting of vote and proxies will be announced and the list of elected directors

will be confirmed then.

11. MEETING FINALISATION:

11.1. Meeting close:

There being no further matters to discuss, the President thanked the assembly for their presence and

closed the meeting at 11.15pm.

MINUTES APPROVAL:

______________________________________

Signed (President)

______________________________________

Date

____________________________________

Signed (Secretary)

_______________________________________

Date

LIST OF ANNEXURES:

Document name/specificities Origin

1. Members attendance sheet at the AGM of 17th November 2016. Principal

2. Notice of Annual General Meeting dated 26th October 2016. Board

3. Lycée Condorcet Financial Statements dated 30 June 2016 Treasurer

4. AGM Presentation slides President