The ULT board of trustees is accountable in law for all major decisions relating to its academies. However, this does not mean that the board is required to carry out all the trust’s governance functions and many can and should be delegated, including to the CEO, the board’s committees, and to LGB committees.
As MATs mature and grow the workings of the MAT, both in terms of governance and management are likely to change. The SoD should be reviewed annually, with changes made as the context changes, if necessary each year. This is not a failure, but recognition of the need to be responsive to changing circumstances and to adapt accordingly. It is, however, important to ensure that all involved in governance are made aware of any changes and what these mean in practice.
A Scheme of Delegation should:
- Promote a culture of honesty and accountability
- Ensure the executive leadership is clear about which decisions the trust board remain in control of
- Identify responsibility for the appointment and performance management of the CEO/executive principal and academy principals
- Ensure that the role of the executive leadership is fully understood throughout the MAT
- Identify responsibility for policy and practice in each academy
- Identify responsibility for oversight of educational performance in each academy
- Identify responsibility for oversight of each academy’s budget
- Identify responsibility for assessment of risk in each academy
Governance structure and lines of accountability
This model works well when: all schools in the trust are good or better and when trustees have high degree of confidence in local academy governance. The schools must be able to recruit academy committee members who have the knowledge, skills and commitment to carry out the role.
The board of trustees is responsible for the three core governance functions.
- The board of trustees appoint the chief executive (CEO), to whom it delegates responsibility for delivery of its vision and strategy, and will hold the CEO to account for the conduct and performance of the trust, including the performance of the academies within the trust, and for its financial management.
- In turn, the CEO line manages the Chief Finance Officer (CFO) and Headteachers, setting their targets and performance managing them.
- The board constitutes committees for finance and education; these look in detail at resources and progress and attainment across the trust. As board committees, at least three trustees must sit on each.
- The board delegates some of its school level monitoring and scrutinising functions to Local Governing Bodies (LGBs), and uses LGBs to promote stakeholder engagement and as a point of consultation and representation. The CEO will work with the LGB chair when undertaking the Headteacher’s performance management.
Roles and responsibilities
The role of the members
The members of the trust are guardians of the governance of the trust and as such have a different status to trustees. Originally they will have been the signatories to the memorandum of association and will have agreed the trust’s first articles of association (the legal document which outlines the governance structure and how the trust will operate). The articles of association will also describe how members are recruited and replaced, and how many of the trustees the members can appoint to the trust board. The members appoint trustees to ensure that the trust’s charitable object is carried out and so must be able to remove trustees if they fail to fulfil this responsibility. Accordingly, the trust board submits an annual report on the performance of the trust to the members. Members are also responsible for approving any amendments made to the trust’s articles of association.
The ULT has 5 members, one of whom is also the chair of the board of trustees. Members are not permitted to be employees of the academy trust.
The role of the trustees
The MAT is a charitable company and so trustees are both charity trustees (within the terms of section 177(1) of the Charities Act 2011) and company directors. Because trustees are bound by both charity and company law, the terms ‘trustees’ and ‘directors’ are often used interchangeably. The ULT uses the term trustee.
The trustees are responsible for the general control and management of the administration of the trust, and in accordance with the provisions set out in the memorandum and articles of association and its funding agreement, it is legally responsible and accountable for all statutory functions, for the performance of all schools within the trust, and must approve a written scheme of delegation of financial powers that maintains robust internal control arrangements. In addition it must carry out the three core governance functions:
- Ensure clarity of vision, ethos and strategic direction
- Hold the executive to account for the educational performance of the trust’s schools and their pupils, and the performance management of staff
- Oversee the financial performance of the trust and make sure its money is well spent
The board of trustees has the right to review and adapt its governance structure at any time which includes removing delegation.
The role of trust board committees
The trustees may establish committees to carry out some of its governance functions which may include making decisions, although any decisions made will be deemed decisions of the trust board. The membership and responsibilities of board committees are set out in the committee’s terms of reference.
The role of the chief executive officer (CEO)
The CEO has the delegated responsibility for the operation of the trust including the performance of the trust’s academies and so the CEO performance manages the academy principals. As there is the delegation of some governance functions to academy committees, this is usually with the academy committee chair alongside. The CEO is the accounting officer so has overall responsibility for the operation of the academy trust’s financial responsibilities and must ensure that the organisation is run with financial effectiveness and stability; avoiding waste and securing value for money.
The role of the Local Governing Bodies
LGBs are effectively academy committees. Where academies are performing well, the board will delegate the monitoring of finances and performance to the LGBs and will hold LGBs to account as well as listen to issues they raise.