Establishing the best governance structure for an academy trust and fulfilling all the legal requirements is a complex undertaking.
A: Annual Return, accounts and audit
The Annual Return is the report to Companies House which includes information regarding the current directors of the company. The filing of the accounts must be completed on time and is usually fulfilled by your accountant. The date for the filing of the accounts can be changed to best suit the financial years of the trust. Academy trusts are required to undergo an external audit.
B: Board of directors…
…are also known as the academy trust board, governing body or board of the charity trustees. The board provides strategic direction for the trust and work alongside the SLT to ensure the academy trust is run smoothly.
C: Chairperson and committees
The chairperson of an academy trust is similar to that of a maintained school with the additional responsibilities of being a director. The model DfE Articles of Association provide that when a director becomes the chairperson, they will also become a member. Committees are sub-groups of the board of directors and can help to streamline the structure of the trust. Committees can include audit, human resources, property and educational improvement. It’s really important that Schemes of Delegation are in place for each committee.
D – Delegation (Scheme of)
It’s vital to have a written Scheme of Delegation in place for committees, local governing bodies and advisory boards. It sets out at what levels decisions are to made, including budget setting and the appointment of principals. Schemes of Delegation should be reviewed at least every 12 months.
E: Exempt charity
Academy trusts are exempt charities, meaning that they are not required to register with the Charity Commission and are instead regulated by the DfE. It’s prudent to be familiar with Charity Commission guidance and general charity principles.
F: Financial Handbook…
…is essential reading for directors, business managers and chief accounting officers to assist with meeting audit requirements.
G: Governor and Governing Body Handbook
Governor is used interchangeably with the terms ‘director’ and ‘trustee’. A governor of an academy trust has a specific meaning within the DfE Articles of Association and all governors should be directors registered with Companies House. The Governing Body Handbook is essential reading for all governors.
H: Health check
When did you last check the structure of your board of directors against the requirements set out in your Articles of Association? Be aware that the requirements of your board may be different to a neighboring academy.
I: Interim executive board
Prior to academy conversion, schools in special measures will usually have an interim executive board in place. Once the conversion has completed, you may want to retain some of the knowledge of the interim executive board by establishing an advisory board for that school.
The academies world is full of it!
…of your Articles of Association is essential as they contain the ‘rules’ of the company and the first document you should consult when you have queries regarding governance.
L: Local governing bodies...
…are a particular form of committee used in multi-academy trusts to provide autonomy for each academy. The Scheme of Delegation will set out what responsibilities the local governing bodies will have.
…provide checks and balances to the board of directors and SLT. They meet at least once a year, usually for an annual general meeting.
N: Nolan (public principles of)…
…apply to academy trusts due to the funding with public monies, which include: selflessness, integrity, objectivity, accountability, openness, honesty and leadership.
…will scrutinise your governance arrangements as part of the inspection process.
…are in charge of the day-to-day running of academy trust, and in addition multi-academy trusts may have an executive principal or chief executive officer.
For each meeting, you need to ensure that it is quorate in accordance with the Articles of Association. Don’t forget that there are provisions within the Articles of Association to allow for the appointment of proxies for those unable to attend.
R: Registers (Statutory Registers)
You need to ensure that any changes in members and directors are recorded in the Statutory Registers, which are usually held at the Registered Office ready for inspection. The maintaining of the Statutory Registers is normally the responsibility of the company secretary.
S: Secretary (Company Secretary)
Under company law it’s not a requirement for private limited companies to have a company secretary. Your Articles of Association may still specify that you need to have a company secretary. Even where there is no specified company secretary, their responsibilities still need to be fulfilled by the other officers of the company. This is a distinct role to that of a clerk to the governors.
…is another term for ‘directors’ and ‘governors’ of the academy trust. The term ‘trustee’ stems from an academy trust being an exempt charity.
U: Umbrella trusts…
…are another type of structure, although less popular than the multi-academy trust model. It’s a soft federation which can be a vehicle to provide services to the academy trusts within the group.
It’s important to recognise that the members and directors of the academy trust, as well as those people on the local governing bodies, are all volunteers. You need to ensure that you have the best skillset possible and identify any areas which volunteers need to be trained in.
W: Written resolution…
…is a useful tool set out in company law that provides for decisions of members and directors to be made outside of the regular meetings. You need to be careful to ensure that the written resolution is drafted in accordance with the Companies Act 2006 and your Articles of Association.
…or other forms of photocopying will probably be required before each meeting!
…need to be familiar with your funding agreement. Every academy trust has a funding agreement setting out the contractual relationship between the academy trust and the Department for Education.
Hopefully you won’t be doing this by the end of this article!
(This article appeared in the November 2015 edition of Ed Exec's Governance Guide)