In recent years, the Department for Education (DfE) and Ofsted have increasingly focused on the importance of governing bodies in running a successful school. By converting to academy status, you have the opportunity to consider your governance structure and how this can work most effectively for your school.
One of the first steps in the conversion process is to establish an academy trust. An academy trust is a charitable company limited by guarantee. It will be registered at Companies House, but, as an exempt charity it does not need to be registered with the Charity Commission. The Secretary of State for Education is the Principal regulator.
The DfE has produced model Memorandum and Articles of Association that are required to establish an academy trust. There are different versions depending on the category of your school and whether you are converting as a stand alone academy or in a group.
The DfE published a new Governors’ Handbook in May 2014. This sets out the core strategic functions that governors should focus on. These are:
In an academy, governors have new responsibilities as company directors and charity trustees. However, as you will see, many of these responsibilities (such as the duty to act in the best interests of the academy) will be familiar as they overlap with your existing duties as governors.
The duties of directors include the following:
Governors are also charity trustees as the academy is established as a charitable company. As a charity trustee of the academy trust, you have a number of duties:
As a company director and charity trustee, this new role brings potential liabilities but these should not generally be a concern to a governor who is acting in good faith. The Articles of Association allow the academy trust to indemnify a governor against claims brought against them in their capacity as a director. You should ensure that your academy takes out directors’ indemnity insurance.
The objects of the academy are set out in the Articles of Association. These are “to manage and develop a school offering a broad and balanced curriculum.” In the case of faith schools, the objects will also include a requirement to offer a curriculum with a religious character in accordance with the principles, practices and tenets of the Church.
The Articles of Association provide that the income and property of the academy is to be used solely towards the promotion of the objects and may not be paid to any member of the trust. No governor may receive any reward or payment for services to the trust (other than any staff governors under their terms of employment) unless certain procedures are observed.
In an academy there is a new layer of governance that existing governing bodies may not be familiar with. There will be members who, if the academy was operating for profit, would effectively be shareholders. There must be at least three members, although the DfE prefers five members, so that passing a special resolution does not require unanimity.
The chair of governors will always be a member. Other potential appointments may be the vice chair, chairs of committees or persons appointed by any foundation or Diocese.
The role of members is limited. Members may:
The liability of the members is limited to £10 in the event that the academy trust is wound up whilst they are a member or within 12 months of the company being wound up.
There must be at least three governors and these must include the following:
Up to two co-opted governors may also be appointed. The governors term of office is four years (although this does not apply to the Principal). Governors may be re-appointed or re-elected. There are grounds for disqualification of governors and provisions for resignation and removal.
The governors may call general meetings or may be requested to call general meetings by the members. The quorum for members meetings is at least two persons entitled to vote. Each member has one vote.
The governors will appoint a clerk who will not be a governor or the Principal.
Chair and vice chair
Each year the governors at their first meeting will elect a chair and vice chair (this cannot be somebody who is employed by the academy).
The governors may delegate to any governor or committee, the Principal or any other office holder, such powers as they consider necessary.
Meetings of governors
There must be at least three meetings in every school year. There should be three governors or one third of the total governors (whichever is the greater) to reach the quorum.
Decisions will be by majority vote (subject to the Articles of Association) and every governor has one vote. In the event of equality, the chairman will have a casting vote.
If you wish to discuss any of the above please do contact me.