1. Graham Shaw and Louise Cazan June 2017 © Stone King LLP
Joining or Forming a MAT: A Practical Guide for The School Business Manager
Graham Shaw and Louise Cazan
June 2017
© Stone King LLP

2. Massive Goal My Massive Goal(s) for you from this session:
A clear understanding of the key issues when forming or joining a MAT and how to manage these.

3. Overview Academies – Legal Status MAT - Legal Structure
MAT - Governance
MAT - Executive
Process of becoming a MAT
Any questions?

4. Academies - Legal Status
Academies Act 2010
Operated by a Company Limited by Guarantee (Academy Trust)
Charitable status but exempt from Charity Commission registration
Independent schools, but subject to terms of the Funding Agreement(s)

5. MAT – Legal Structure (1)
TRUSTEES = DIRECTORS
MULTI ACADEMY TRUST
(company limited by guarantee)
Staff
Contracts
MEMBERS
Funding Agreements
Leases / Land
Strategic Management
£10 Guarantee

6. MAT – Legal Structure (2)
1 company operating a number of academies
1 Master Funding Agreement and a separate Supplemental Funding Agreement for each academy
1 legal entity operating several academies
MULTI ACADEMY TRUST
Academy 1
Academy 2
Academy 3
and so on…

7. MAT – Legal Structure (3)
1 Board of Trustees responsible for overall operation of the MAT
Usually delegate to Local Governing Body for each academy
MULTI ACADEMY TRUST
Board of Trustees
LGB

8. MAT - Governance (1) Members: £10 Guarantee
Approve changes to Articles (and exercise certain other reserved powers under company law)
Appoint and remove Trustees
“Eyes on; hands off”
Who?
Minimum 3 (5 is the DfE preference)
No “ex officio” positions
DfE expectation of “independence”
Note role of Diocese for any VC/VA schools

9. MAT - Governance (2) Trustees:
Overall day-to-day management of the MAT
Ultimately responsible and accountable for operation of the MAT and its academies
Strategic: 3 core functions of school governance
Delegate to senior leadership/executive team and LGBs

10. MAT - Governance (3) Who will be the Trustees?
Representation from schools in MAT?
Independents?
Maximum one-third MAT employees
DfE expectation to include individuals with expertise in HR, School Improvement and Finance
Small and incisive

11. MAT - Governance (4) Local Governing Bodies (LGBs)
1 for each academy/school
Committees of MAT Board
Delegated authority from MAT Board through Terms of Reference and Scheme of Delegation
Each LGB will include at least 2 elected parents
Note LGB composition for former VA/VC schools and the role of the Diocese

12. MAT - Executive (1) Accounting Officer role (Required)
EFA requirement that one individual holds this post
Usually a paid position
Responsible for proper application of public monies
Accountable to Parliament
Role must not rotate
Academies Financial Handbook (September 2016) :
“Each academy trust must designate, in writing, a named individual as its accounting officer. The individual must be a fit and suitable person for the role. The accounting officer should be the senior executive leader of the trust. In multi-academy trusts it should be the chief executive or equivalent.”

13. MAT - Executive (2) CEO - Chief Executive Officer (required)
Must be a “first among equals”
Academies Financial Handbook (September 2016) requires the appointment of a Principal or Chief Executive.
This person should be appointed as the Accounting Officer

14. MAT - Executive (3) CFO - Chief Financial Officer (Required)
Paid position
Business Manager/Finance Director for the MAT as a whole
Academies Financial Handbook (September 2016) :
“ The academy trust must have a CFO, appointed by the trust’s board, who is the trust’s finance director, business manager or equivalent, to lead on financial matters.”

15. MAT - Executive (4) MAT Administrator/Company Secretary (optional)
Not strictly required, but helpful
Companies House filing and reporting duties for the MAT
Administration of Trustee and Members’ meetings
Support to CEO/Accounting Officer

16. Process of becoming a MAT (1)
There are two key phases involved:
Start a MAT from scratch or restructure a current single academy trust (SAT) to become a MAT
Conversion or transfer of schools/academies into the MAT

17. Process of becoming a MAT (2)
Initial considerations:
Do you need consent? (faith/foundation schools)
Type? (Non-Church/Church/Mixed)
Sponsoring or non-sponsoring?
Size? (1200 pupils to be viable (Schools Commissioner))
Phase? (Primary or Secondary)
Geography and clustering

18. Process of becoming a MAT (3)
Establishing a MAT from scratch includes:
Academy Order – liaise with RSC
Public Consultation
Incorporate company with Companies House
Negotiate Funding Agreements with the DfE
Transfer of Staff: TUPE process
Transfer of Land: freeholds, Leases and Church Supplemental Agreements
Commercial Transfer Agreements for contracts and non- land assets
Pensions

19. Process of becoming a MAT (4)
Restructuring a single academy trust to become a MAT includes:
Governance: re-configure make-up of Trustees and Members
Change name of Academy Trust
Articles of Association: amend to reflect governance changes and DfE model updates
Funding Agreement: amend to Master and Supplemental as per DfE latest models
EFA significant change process - consultation
Set Terms of Reference and Scheme of Delegation for LGBs
Executive roles to be filled: CEO and CFO

20. Process of becoming a MAT (5)
Transfer of academies into a MAT includes:
EFA significant change process for each academy joining
Transfer of staff (TUPE), land and other assets to the MAT
Funding Agreement varied and transferred to MAT
Remaining single academy trust winds up after transfer completed

21. Process of becoming a MAT (6)
Conversion or transfer of schools into the MAT includes:
DfE approval of MAT as a sponsor (if applicable)
Due diligence into school joining the MAT
Academy conversion process for school joining (or transfer process if an existing academy)

22. Process of becoming a MAT (7)
Set up and agile and small working group
Ensure project management capacity from the start
Instruct professional advisors early
Frontload e.g. mutual due diligence on finance, property, contracts and assets, design MAT governance and leadership structures
Co-ordinate your consultation
Prepare for concentrated final period of activity

23. Set your goal Key points to remember: Governance is key
The art of delegation
Planning and partnership

24. Any Questions?

25. Contact Graham Shaw Partner 0113 457 0162 grahamshaw@stoneking.co.uk
Louise Cazan
Senior Associate

26. 03/03/2017
stoneking.co.uk