1. Collaboration, academies & multi academy trusts Some key governance issues
Paul Aber
NGA Head of Training Development
14th June 2016

2. NGA is a membership organisation
NGA is an independent charity representing trustees and governors all state funded schools in England, both academies and LA maintained schools. Our aim is to improve board effectiveness by providing expert and tailored information, guidance and advice, and challenge when appropriate. Standard membership is £79 GOLD membership is £260 and includes an advice line

3. Today The move towards forms of collaboration and academisation.
the direction of travel for governance bodies
what Ofsted is looking for
changes schools will need to make to their governing structure if choosing to convert
building the organisation - the skills sets that schools should be looking for
recruiting for governance
additional responsibilities that academy governors have compared to non-academies
Is there anything else participants would like covered?
Has anyone read the document, joining or forming a group of schools?

4. Direction of travel

5. The government's view
Benefits are most fully realised when a collaboration is consolidated through formalised cross-school governance arrangements.
When boards govern groups of schools we also see further improvement in the quality of governance.
Boards gain a more strategic perspective.
Governing a group of schools is different to governing a single school

6. The government’s view Education White Paper
Educational Excellence Everywhere
“continued determination to see all schools to become academies in the next 6 years”
compulsory conversion only where
for underperforming schools where they can benefit from the support of a strong sponsor
the LA can no longer viably support its remaining schools because a critical mass of schools in that area has converted*
where the LA consistently fails to meet a minimum performance threshold across its schools, demonstrating an inability to bring about meaningful school improvement*
*for future legislation

7. Our “destiny” paper The Benefits of Collaboration
Strong collaboration with shared accountability can lead to better pupil outcomes
Shared thinking and planning to spread expertise
Sharing human resources across the MAT helps with succession planning, recruitment and retention
Easier to find and fund specialists and provide richer curricular and extra curricular activities
Shared professional development
Financial efficiencies
Governors can come together to share strategic thinking, support and challenge each other

8. Statistics Academies (3,046) 18% (2,023) 59% (5,302) 25% Free Schools
Type of establishment
Primary
Secondary
Total
Academies
(3,046)
18%
(2,023)
59%
(5,302)
25%
Free Schools 1% 7%
LA Maintained
81%
34%
74%

9. The statistics – size of MATs

10. What is Ofsted looking for?

11. Trends there is more emphasis on governance in Ofsted inspections
expectations of governance are greater but reasonable
external reviews are being recommended where governance is judged to be weak
inspectors sometimes struggle to understand the governance arrangements in MATs
MATs need to be clearer about their governance arrangements
MATs need to ensure that those who are accountable are available to meet with Ofsted during inspections
‘without strong and effective governance, our schools simply won’t be as good as they can be’ HMCI

12. Changes to governance structure

13. Typical maintained school governance structure
Co-opted
Staff HT
Parent
Local Authority
Associate
Member
GOVERNING BOARD HT
Standing Committee 1
Standing Committee 2
Ad hoc Committee

14. Typical stand alone academy and MAT structures
(Members)
Multi Academy Trust
(Board of Trustees)
Academy 1
Local Governing Committee
Academy 2
Academy 3
Single Academy Trust
(members)
Board of Trustees
Committees

15. DfE guidance
… references to the governing body should be taken to refer to the entity … that is responsible for exercising governance functions – which in the case of multi-academy trusts (MATs) may be the academy trust board, a local governing body, or a sub-committee responsible for discharging governance functions. When specific reference is made to particular governance roles in an academy context the term ‘trustee’ will be used for those on the board of the trust and ‘local governor’ for those on a local governing body. Governance handbook, p.6

16. The role of the trust board
The language of MATs Members Trustees Directors Articles of Association Scheme of Delegation Cluster Governing Committee Local Governing Committee Academy Council Parent Council
Explanations follow

17. Academies and the trust
The Articles of Association (AoA) will set out the members of the trust
The role of the trust’s board depends largely on the structure of the academy trust, and what is delegated
If governors are also charitable trustees and company directors they need to be familiar with the responsibilities and expectations of these roles
More information on role of trustees can be found via the Charity Commission
As directors there are specific returns relating to companies which have to be submitted annually to Companies House, and you will need to ensure that there are systems in place for the submission of these returns as directors can be held personally liable if these returns are not submitted

18. The roles
Members
Minimum of three, DfE prefer 5, usually original signatories to the memorandum, should be separation from the board
Must meet once a year
Usually approve articles of association and any changes
Receive audited accounts
Trustees / directors
Number and how appointed or elected is described in articles of association
Local/cluster governing committee members
Number and how appointed is described in scheme of delegation
Chief Executive Officer / Chief Operating Officer
Appointed by the trust board to run the trust
Executive HT/Principal/head of school
Appointed by the chief executive to run a group of schools or a single school

19. A word about the role of the members
Members have limited powers but can usually appoint trustees
The power to appoint trustees should be taken seriously because the quality of trustees will impact on the effectiveness of the board and consequently on the effectiveness of the organisation
Members can be trustees but it is not good practice to have all members as trustees – there should be some separation of powers
A member can be an organisation which then nominations a person to be the ‘face’ of that organisation
If the MAT has a sponsor, it can usually appoint members and trustees

20. The role of a sponsor A sponsor:
Is an external organisation that helps the school in some way
May be a religious group, a university, another school, a charity or a business
Provides support which can include financial help, but more likely will have a track record in turning around underperforming schools
Is approved by the DfE – there is a list
May be responsible for large numbers of schools which are often referred to as academy chains
Has a role in governance (and therefore can influence) by appointing members and/or trustees

21. Academies and MATs -additional governance responsibilities

22. Trust Board responsibilities
Memorandum
Describes the legal status of the company and the purpose or charitable object of the organisation
Articles of Association
Act as the ‘rule book’
Describes who will govern and what their responsibilities are:
Appointment / election of trustees / company directors
Meetings: how many, quorum, voting
Powers and duties
Scheme of Delegation
Acts as terms of reference for the cluster or local governing committees / academy councils
Must make clear the powers and duties of the committees / councils

23. Company director and trustee responsibilities
Company directors:
Companies Act 2006 sets out the seven general statutory duties of a director
As directors there are specific returns relating to companies which have to be submitted annually to Companies House, and you will need to ensure that there are systems in place for the submission of these returns as directors can be held personally liable if these returns are not submitted
Charity trustees:
Have overall responsibility for governing a charity. They decide its strategy and direct its management.
Trustees accept responsibility for directing the affairs of the charity and that it delivers its charitable objects.
More information on role of trustees can be found via the Charity Commission website.

24. Local governing committee responsibilities
Local Governing Committees
Are committees of the board
Their responsibilities are described in the scheme of delegation or terms of reference
The trust determines the scheme of delegation
Not all schools in the trust have to have the same scheme of delegation
Local Advisory Body / Academy Council
Often used when the local committee has few governance functions
Parent Council
A stakeholder group with a consultative role

25. Structures and lines of accountability

26. Model 1: delegation to local governing committees (LGCs)

27. Some model structures for MATs

28. Considering structures and delegation
How many schools can one trust board govern?
Or how many pupils can one board govern?
Does geography and travel distance matter?
Is cluster governance an option?
How is duplication avoided?
Would different levels of delegation – from an executive led ‘school improvement board’ to ‘earned autonomy’ to a’ local governing committee’ be an option?

29. Some challenges for MAT governance
Separation of functions between members, trustees and local committees
Minimising layers of non-executive (governance) structures
Avoiding duplication of lines of accountability with executive leadership
Marrying the executive and non-executive structures
Discussions with Ofsted: ‘the appropriate authority’
Is there honesty about where accountability lies?
Q. Is everyone at all levels clear about how accountability works?
Delegating decision-making to school level
Many MATs are reducing local committee responsibilities
Q. Is there a need for school level governance?
NB Need to avoiding conflicts of interest, including with executives
main SoD page
Eg, no point having a finance committee, LGB, board all looking at the same thing
Esp when you are employing a finance director to do it through exec leadership routes
Where duties are delegated to the exec leaders we need to governance structures to align and challenge and support
Refer to qu 6 of the APPG 21 questions
Ofsted have been in and condemned LGB when actually they are not responsible for the PM of head or holding the head to account.
EACT recently caused a stir by removing LGBs are replacing with Academy Advisory Ambassadorial Councils, but our understanding is that only a few governors were unhappy about it.
Lots of calls to our advise line about ‘The board did this and surely they can’t??’ Generally they can or if it is vague in the SoD they can anyway!
Head married to SBM or Chair, or even head being on the board, NGA becoming more vocal against this, it doesn't’t happen in the third sector.
6a) Does the Trustee Board have a scheme of delegation, is it published on its website and those of its academies, and does the scheme make clear where the following key governance functions are exercised:
  Determining each individual academy’s vision, ethos and strategic direction?
  Recruiting each academy’s Principal/Head of school?
  Performance management of each academy’s Principal/Head of school?
  Determination of Human Resources policy and practice?
  Oversight of each academy’s budget?
  Assessment of the risks for each academy?
b) Is the principle of earned autonomy applied to individual academies or local clusters and if so, do all involved at all levels of governance within the MAT understand how?
Recruiting the head – If you’re employing a CEO, this is their role. LGCs should be involved but the decision should be down to the CEO as he will be held accountable for their performance by the board
In a MAT you will be growing your own, the world has changed, as heads get better they’ll be spending time in each others schools..all choreographed by the CEO

30. Building the organisation – skills needed

31. Management structures
Question1: Leading your MAT
Who will lead? An existing leader? A newly recruited or appointed executive HT? Or a CEO? What training will s/he need?
Where will the MAT offices be?
Question 2: Managing the business
Who will lead on finance?
And health and safety?
And other MAT issues e.g. HR and performance management?
Question 3: Clarifying accountability
Will roles be duplicated?
© NGA 2014

32. Recruiting for MAT governance

33. Academy ambassadors https://www.academyambassadors.org/
Sources
Current governors
[SGOSS]
Academy ambassadors
© NGA 2014