Some Legalities Explained
Articles of Associations
The Memorandum and Articles of Association are the documents, which create the Trust, the legal body responsible for all our Academies. The Memorandum and Articles of Association are lodged with Companies House thereby making the Trust a company, limited by guarantee. The company is also registered as a not for profit charity. Making it subject to both company legislation and charities.
The Articles of Association set out the Trust’s charitable objectives, which define and describe the purpose for which the Trust has been established. They set out the rules for the running and regulation of the internal affairs of the Trust and provide the information that all those with governance responsibilities, (Members, Trustees, LGBs) need to refer to when carrying out their duties.
Scheme of Delegation
This Scheme of Delegation explains the ways in which all the levels of Governance fulfill their responsibilities for the leadership and management of each Academy, the respective roles and responsibilities of the Trustees and the Local Governing Body and the commitments to each other to ensure the success of the Academies.
This Scheme of Delegation has been put in place by the Trustees from the effective date in accordance with the provisions of the Trust’s Articles of Association.
Master Funding Agreement
The Master Funding Agreement is the contract between the Secretary of State for Education and the Trust that sets out the terms on which the Trust is funded. The Master Funding Agreement specifies how the academies are run, their duties and the powers the Secretary of State has over the Trust. The Funding Agreement is the method by which academies are held accountable to the Department for Education (DfE). The Master Funding Agreement makes specific references to existing legislation to ensure that academies operate in a similar fashion to other state-funded schools and that there is parity between academies and other state schools. Master Funding Agreements are not static and may be updated as the law and policy relating to academies changes.
Supplementary Funding Agreement
A supplementary funding agreement is issued for each academy within the Trust, and details any particular requirements for that academy, these are shared with Principals and CoG.
The next sections will explain the roles and responsibilities of the groups involved in the Trust.
The functions of the members of the Trust include:
- Overseeing the achievement of the objectives of the company
- Taking part in Annual and Extraordinary General Meetings
- Appointing Trustees
- Signing off the company’s financial accounts and annual report
- Power to amend the Articles of the company and ultimately, to remove the governors/Trustees
The Board of Trustees
As a charitable company limited by guarantee. The Trust is governed by a Board of Trustees.
who are responsible for, and oversee the general control, management and administration of the Trust and the academies run by the Trust.
The Trustees are accountable to external government agencies including the Department for Education (including any successor bodies) and Charity Commission for the quality of the education they provide. They are also required to have systems in place through which they can assure themselves of quality, safety and good practice. They have overall responsibility and ultimate decision making authority for the work of the Trust. This is mainly done through strategic planning, the setting of policy and managed through business planning, monitoring of budgets, performance management, setting of standards and the implementation of quality management processes. Trustees have the power to direct change where required.
- The Trustees retain authority and responsibility for the areas although at the discretion of the Trustees, responsibilities may be delegated to the Local Governing Body:
- Compliance with Funding Agreement(s)
- Preparation and approval of this Scheme of Delegation under which Academies are governed and subsequent amendments
- Agreement of the Academy's annual funding
- Compliance with the DfE's Academies Financial Handbook and Governor Handbook
- Procurement policies for the Trust
- Compliance with the financial and accounting requirements of the Trust
- Strategic and financial planning for the Trust and the Academies
- Cost allocation between the Trust and the Academies
- Employment of all staff
- Appointment of internal and external auditors for the Academies
- Compliance with all statutory regulations
- Determination of admissions policy and arrangements
In order to discharge these responsibilities, the Trustees may appoint “Local Governing Bodies” which are established to ensure the good governance of each Academy. The Board of Trustees agrees to delegate maximum power to outstanding and good schools.
The Board will meet at least 3 times a year.
The Trustees, have overall responsibility and ultimate decision making authority for all the work of the Trust, including the establishing and running of schools. They may exercise their powers to remove the functions and powers delegated to the Local Governing Body under the Scheme of Delegation in the event of one of the following circumstances occurring:
- the Academy is placed in Special Measures following an Ofsted inspection;
- the Academy is advised of "Serious Weaknesses" following an Ofsted inspection;
- the Academy is advised that it “Requires Improvement” following an Ofsted inspection
The Partnership Board consists of the Principals of the Academies. They will meet regularly to ensure each academy is meeting the charitable objective. The key focus of the board will be accountability and the development of key collaborative policies and procedures. The board will develop an annual Strategic Plan.
The LGB is in effect a committee established through the Trustees, which has delegated powers for the responsibility for running the Academy.
The constitution, membership and proceedings of the Local Governing Body is determined by the Trustees. It is essential that together we have a clear and shared understanding of what constitutes good and effective governance. Academies have outstanding governance when members of the LGB:
- talk about teaching and learning
- know a lot about the academy and its people
- are ambitious for the academy and its people
- ask questions which make people reflect and which lead to delivering the best in every child and adult
The role of the LGB is to understand, advise, challenge, support and encourage the Academy to be outstanding and to deliver the aims of the Trust. The LGBs will be supported, as required, in this role by SPA advisers. These are educational professionals that are commissioned by the executive. At its best the LGB is deeply and proactively engaged with the Academy. It does this through:
- Acting as a ‘critical friend’ to the Academy by understanding, evaluating, supporting and challenging the performance and progress of the academy in order to ensure the delivery of educational excellence.
- Working with the Academy to build the strategic vision, to create and further develop policies and procedures and to further increase the pace of the Academy’s development and improvement.
- Fulfilling an outward facing role utilising its collective skills not only to promote the Academy but also to enhance relationships with key stakeholders (students, staff and parents), the local community and businesses.
The minimum number of people required to sit on the LGB is 4 but is not subject to any maximum. However, the Local Governing Body should have the following members.
- At least one staff member
- At least two parent members elected or appointed
- The Principal of the Academy
The Local Governing Body may also have up to 3 persons co-opted, the term of office is 1 year.
The Trustees (all or any of them) are also entitled to serve on the Local Governing Body and attend any meetings of the Local Governing Body.
The Trust may appoint up to 5 persons to serve on the Local Governing Body.
The term of office for serving on the Local Governing Body shall be four years. This does not apply to the Principal and co-opted Governors shall serve for 1 year at a time.
A LGB meeting will be quorate when 60% of the elected members are present.
With respect to the policy and direction, set by the Trustees the Local Governing Body will:
- ensure the ethos and values set by the Trustees is adhered to
- receive reports from the Principal of the academy
- CoG to review notes of visit from SPA and ensure that actions are implemented in a timely manner
- maintain the buildings and facilities, having an overview of the health and safety action plan.
- carry out the performance management of all staff except the Principal, whose performance management will be the responsibility of the Trustees, and put in place procedures for the proper professional and personal development of staff
- ensure there is a system in place for the quality assurance of teaching and learning
- monitor the analysis of student attendance and exclusions
- set and review of the Curriculum to be agreed with the CEO
- be responsible for the standards achieved by the Academy and the students attending the Academy
- be responsible for the extended school’s agenda and/or any activities designed to generate business income
- adopt all statutory policies provided by South Pennine Acadmies.
- review its policies and practices on a regular basis in line with statutory guidance
- provide such data and information regarding the business of the Academy and the students attending the Academy as the Trustees may require from time to time.
The Local Governing Body may establish any subcommittee. The constitution, membership and proceedings of any subcommittee shall be determined by the Local Governing Body but having regard to any views of the Trustees. The establishment, terms of reference, constitution and membership of any subcommittee shall be reviewed at least once in every twelve months.
The Local Governing Body shall meet at least three times in every school year. Meetings of the Local Governing Body shall be convened by the clerk.
The Role of the Chair
The LGB Chair, alongside the Chief Executive Officer is the most significant person with whom the Principal interacts. All provide the Principal with guidance, advice, support and constructive challenge. All have a deep understanding of the Academy. The Chair’s main focus is as a critical friend; the executives’ main focus is as line manager and therefore holding the Principal to account. At the heart of this relationship is total trust. It should be possible for each to speak to the other in full confidence no matter how difficult the subject matter. It is rare for the relationship between the LGB Chair and the Principal to break down. If one loses confidence in the other or has concerns about the actions and performance of the other that must be addressed either through the Chief Executive Officer or through the Board of Trustees Chair.
As the leader of the LGB, the Chair must ensure a good example is set to his or her fellow LGB members and that everyone is aware of the expectations upon them. Occasionally, it is necessary for the LGB Chair to respond when an LGB member is not meeting those expectations to such an extent that the effectiveness of the LGB is damaged. Every attempt should be made to deal with such a matter on an informal basis in the first instance.
The Chair, together with the Principal, is responsible for ensuring LGB members have all the up-to-date information they require to be well informed about both the Academy and Moor End Multi Academies Trust. This includes amongst other things South Pennine Academies Trust policies, academy policies, statutory information, performance data etc.
The Chair takes the lead in ensuring the LGB is effective. Good LGBs review their own effectiveness at regular intervals. Ultimately, the effectiveness or otherwise of the LGB will be judged during the Inspection process. A strong and effective LGB will be noticed very quickly by the inspection team and will give confidence to its judgement of the success of the Academy.
The Members of the LGB
As a member of the LGB we would expect that Governors follow the Governors Code of Conduct, which includes: -
- Ethos and Values: that you will have a whole hearted commitment to the education of children and young people; to the values and ethos of Moor End MAT; to the aims and ethos of the school
- Children and Young People first: to focus first and foremost on the needs of Children and Young People and their education
- The Purpose of Governance: to agree that the role of LGB carries with it responsibilities: setting aside the detailed functions, the attitude and approach of each individual LGB member as well as of the LGB as a whole is critical in determining the extent to which the LGB adds value to the Academy and its leadership. LGB members must have a deep knowledge of the Academy and be totally committed and passionate about the Academy and its success; on this basis they are able to fulfil their main function which is to provide support and challenge to the academy
- The Meaning of Governance: To understand the distinction between governance and management. The LGB has a distinctive role which is separate from that of the executive. The Principal is the leader of the Academy and is held directly accountable by SPA for the management and performance of the Academy. The LGB provides support and challenge, guidance, advice. In specifically identified matters, the LGB will pay particular attention to reviewing the implementation of SPA policies (for example Child Protection)
- Conflicts of Interest: To understand the distinction between their own personal relationships and their role as a member of the LGB. There may be times when there is a conflict of interest. The LGB member must ensure that there is a clear line between these two areas. As a member of the LGB, it is essential that personal relationships are put “outside the door”. The most challenging of these occurs frequently when the LGB member is a parent. The LGB member is required to act dispassionately and not to let his or her individual knowledge of the child and its circumstances colour their decisions and contributions to the LGB. Again, the LGB member who is also a parent must leave the child “outside the door” during LGB meetings and activities
- Confidentiality: To comply with the strictest of standards in terms of confidentiality. An LGB cannot be effective if there is a concern about confidentiality. Even if just one person around the table is thought to be untrustworthy in this respect, the agenda for the LGB will be curtailed and important matters dealt with elsewhere. Such a position immediately undermines the effectiveness of the LGB.
- Full engagement: To take an active role; this is more than just turning up to meetings. An effective LGB is characterised by:
- engagement in Academy activities by all LGB members e.g. attendance at music and drama performances, dropping in for lunch on a regular basis, seeing lessons in action, accompanying the Principal and/or members of the senior leadership team as they observe lessons, involvement in parent social events, contributions to careers evenings, individual mentoring and coaching of students in particular career areas, etc. Visits to the Academy should always be with the knowledge and agreement of the Principal.
- Helpful, constructive and supportive contributions by all LGB members during discussion in meetings. In order to achieve this, it is essential that no one person dominates and that no one seeks to undermine the work of the school, the LGB or the individuals involved.
- Active sub-committees or inter-meeting work which deals with the more detailed work normally alongside school personnel e.g. a curriculum sub-committee; a marketing sub-committee, LGB members with specifically designated roles
- Attendance and Punctuality: To give priority to LGB meetings with full and punctual attendance. Whilst it is appreciated that LGB members are volunteers, agreeing to be an LGB member implies a commitment to attend all meetings.
- Professional Skills and Community Knowledge:
- To bring to the LGB their skills and experience and community knowledge whether professional or personal in order to enrich the work of the LGB and the Academy. The Academy and the LGB member must ensure that there is no conflict of interests and that any commercial arrangement is clearly set out at the start of each piece of work.
Subject to the provisions of the Companies Act 2006 every member of the Local Governing Body or other officer or auditor of the Trust acting in relation to the Academy shall be indemnified out of the assets of the Trust against any liability incurred by him/her in that capacity in defending any proceedings, whether civil or criminal, in which judgment is given in favour or in which he/she is acquitted or in connection with any application in which relief is granted to him/her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Trust.