Governance

Members are not exclusive to academy trusts – most charitable companies have members as a result of the requirements of the Companies Act 2006. All academy trusts are set up as charitable companies so they too must have members. The first members sign to say they wish to form a company and are signatories to the memorandum of association drawn up when the trust formed. These members will also have agreed the trust’s first articles of association, which include the trust’s charitable objects – i.e. the purpose of the organisation. The members will also be the final stage in the process of changing the articles (see NGA’s guidance on the process for changing articles). The articles describe how the trust will be governed including how many members can be appointed, by whom, and voting rights.

Members hold the trust board to account for the effective governance of the trust but have a minimal role in the actual running of the trust. It is the trustee board, not the members, who are the organisation’s key decision makers. However, there are some critical decisions that sit with the members, especially if the trust is failing.

Members are essential to the integrity of an academy trust governance structure. They are the last line of defence from failures of governance and failure to uphold the charitable purpose of the organisation. Members must therefore remain informed of trust performance and be clear on how to appropriately interact with the trustee board.

Academy trusts are set up as charitable companies limited by guarantee. As limited companies, it is the charity which is liable for its debts, not the people behind it, who are protected by limited liability. As charitable companies do not have shareholders whose liability is limited to the number of shares they have bought, they have members, with the members’ liability limited to the amount of the guarantee set out in the charitable company’s articles. In the case of academy trusts, members’ liability is limited to £10.

The DfE compares members to shareholders of a company limited by shares, but this comparison can be unhelpful due to shareholders being due a dividend, while academy trusts are not-for-profit organisations, where members volunteer with no monetary reward. While members are focused on the success of the organisation, success should be measured against the achievement of the charitable object of the organisation.

While members have no day-to-day or week-to-week role in running the company, a key responsibility is the appointment/ removal of trustees. If the trust is not achieving its purpose, the members must consider if this is because the trustees are failing to carry out their three core governance functions. If they conclude that they are not, members need to seriously consider if they need to remove trustees, or if other action is required, such as commissioning an external review of governance.

Read more about the Members’ Role HERE.

Trustees are responsible for governing a charitable company and directing how it is managed and run. Trustees must also ensure that the Trust complies with all legal and statutory requirements. Trustees should seek the advice of the Board’s governance professional and other professional advice as appropriate.

Trustees work together to carry out their core functions:

1. ensuring there is clarity of vision, ethos and strategic direction.
2. holding Executive Leaders to account for the educational performance of the organisation and its pupils and the performance management of staff.
3. overseeing the financial performance of the organisation and making sure its money is well spent.

NGA recognises the following as the fourth core function of governance:

4. ensuring the voices of stakeholders are heard.

The Trust Board’s strategic responsibilities

The Trust Board works closely with their senior Executive Leader. Senior Executive Leaders are responsible for day-to-day operational management of the Trust and its schools, whereas the role of the Board is strategic. As such, Trustees are responsible for:

• determining the mission, values and long-term ambitious vision for the Trust
• deciding the principles that guide Trust policies and approving key policies.
• appointing and appraising the senior Executive Leader and making pay recommendations.
• working with senior leaders to develop a strategy for achieving the vision.
• ensuring that stakeholders are involved, consulted and informed as appropriate.
• ensuring that all schools in the Trust deliver a broad and balanced curriculum such that pupils are well prepared for the next stage of their education and adult life.
• taking ownership of the Trust’s financial sustainability and ensuring effective resource management across the Trust.
• agreeing the Trust’s staffing structure and keeping it under review to ensure it supports delivery of the strategy.
• ensuring robust risk management policy and procedures are in place and that risk control measures are appropriate and effective.

Monitoring and evaluating Trust Performance

Trustees must monitor the priorities that have been set to ensure progress is being made by:

• measuring the Trust’s impact and progress towards its strategic objectives.
• ensuring the required policies and procedures are in place and the Trust is operating effectively in line with these policies.
• holding the senior Executive Leader to account for standards, financial probity and compliance with agreed policies.
• evaluating relevant data and feedback provided by senior Executive Leaders and external reporting on all aspects of Trust performance.
• asking challenging questions of the senior Executive Leader in order to hold them to account.
• ensuring that there are policies and procedures in place to deal with complaints effectively.

Contribution to the Trust Board

Trustees should ensure that they are making a positive and meaningful contribution to the Board by:

• attending meetings (typically 6 full Board meetings each year), reading papers and preparing questions for the senior Executive Leader in advance.
• establishing and maintaining professional relationships with senior Executive Leaders and colleagues on the Board of Trustees.
• getting to know schools within the Trust, including visiting occasionally during school hours.
• undertaking induction training and developing knowledge and skills on an ongoing basis.

In Trusts with local governance arrangements

In most medium-sized and larger Multi Academy Trusts, there will be some form of governance below the Trust level. In such cases, Trustees are responsible for:

• ensuring that the Trust’s governance structure meets the needs of the Trust.
• agreeing clear schemes of delegation, outlining the responsibilities delegated to the senior Executive Leader and the responsibilities of the Board and academy committees.
• ensuring effective communication channels are in place.

Expenses

Trustees should receive out of pocket expenses incurred as a result of fulfilling their role as Trustee and NGA recommends that a Board of Trustees should have such an expenses policy. Payments can cover incidental expenses, such as travel and dependency care, but not loss of earnings.

This is a Committee of the Board operating at Local School level. Their functions include local Safeguarding, SEND and standards Governance and, in particular:

• to carry forward and actively promote the Trust’s vision in ways that are appropriate to the status, pupils, staff and communities of both Buildwas Academy and Priorslee Academy;
• to implement policies, plans and actions to comply with statutory regulations, the Trust’s policies and procedures, and the decisions of the Trustees;
• to consider, support and monitor school improvement priorities and performance across both academies;
• to recommend school targets and performance priorities to the Trust Board and monitor progress towards approved targets;
• to report to the Trust Board on the overall performance, strengths and emerging issues across both academies; and
• to support and monitor the implementation of the School Development Plans for Buildwas Academy and Priorslee Academy in order to achieve the approved performance targets.

Read more about the role HERE