If passed by a meeting expected to be called by early June, it could be submitted as a Private Member's Bill to the Legislative Council before the end of this legislative session.

'It is a major step forward as it sets out the future governance arrangements of the ESF, which are likely to apply for at least a decade,' chief executive Heather Du Quesnay said.

The proposals sweep away the existing foundation membership, which has been criticised by the Director of Audit, Legco's Public Accounts Committee and education minister Arthur Li Kwok-cheung for being unwieldy and ineffective. Instead, the ESF would be overseen by a 25-member board of governors with a majority of independent members.

'The main direction of this is to have greater accountability to the wider community,' chairwoman Felice Lieh Mak said.

Currently teachers, excluding principals, account for 30 per cent of the foundation. Teachers, principals and support staff would have one member each on the board.

The government has decided it should no longer have a place on the board, but the bill envisages two Legco representatives.

Julian Harniess, chairman of the Association of Professional Teachers of ESF Schools, said the proposed bill disempowered teachers, who were likely to vote against it.

'The more they disempower teachers, the worse it will become for the ESF,' he said.

Ms Du Quesnay said reducing staff representation on the board was necessary. 'That deals with one of the concerns raised by the Director of Audit and the Public Accounts Committee who suggested staff had too much say in terms of their own pay and remuneration,' she said. However, she added there would be stronger channels of communication between staff and management.

The 10 independent members would be appointed by a nominating committee, including representatives from the business and university sectors, as well as parents and school council chairmen.

Sarah Rigby, chairwoman of the joint council of parent teacher associations, said the amendments would provide a framework for the ESF to retain its government subvention, which now accounts for 25 per cent of its funding.

'With its majority of independent members and two Legco members, the structure is clearly one of a publicly funded body,' she said.

Pindar Wong, chairman of Island School's council, said the new structure would only be as good as the people who volunteered to serve on the new board.

'I hope despite all the wounds, outstanding individuals will remain committed to what the ESF stands for and come forward,' Mr Wong said.

A spokesman for the Education and Manpower Bureau said it welcomed the draft. 'In general, we support the overall direction of separating the governance framework from the day-to-day management,' he said. 'We also notice that the proposed membership is broadly consistent with general guidelines suggested under the audit recommendations.'