Academies - Reviewing Your Governance Documentation

... and to consider whether any of the documentation should be updated.

Articles of Association

The model Articles of Association (Articles) have changed significantly over the years and each reiteration contains new or amended provisions, taking into account DfE policy changes. In addition, the Academies Financial Handbook and the Governance Handbook (together the Handbooks) are prescriptive about governance in certain respects but this often conflicts with some of the older Articles. The Handbooks change from time to time but an academy trust's Articles are fixed until formally updated.    

By way of example, over the years we have seen the following changes in policy:

• chairs of local governing bodies (LGBs) or committees should not automatically become trustees.
• members cannot be employed by an academy trust.
• The Chair of Trustees should not automatically become a Member.
• The appointment of the Principal/CEO as a Trustee must be approved by the members.
• The suspension provisions have been removed, being 'incompatible' with the principle of directorship which a person cannot be suspended from.

Unfortunately, the position that faces many academy trusts is that their Articles pre-date the latest model and Handbooks where the above policies are contained. This often means either that academy trusts:

• continue to comply with their Articles but are open to scrutiny by regional school commissioners and the DfE/ESFA for not complying with latest policy particularly when any changes are proposed to the academy trust (be that a 'significant change' or an expansion for example), or
• comply with the above policies which could be a breach of the (albeit outdated) Articles.

The latest Academies Financial Handbook, published in June 2020 to take effect from 1 September 2020, goes one step forward such that the employment of a Member will be a breach of the Handbook with effect from March 2021, irrespective of what the Articles provide.

We would be very happy to have an initial discussion with you about whether adopting the latest model Articles might be the right choice for your academy trust.

Please get in touch for a free-of-charge conversation.

Governance Documentation

The Articles prescribe that all delegations (to LGBs, committees, individual trustees, or the Executive) must be in writing and must be reviewed every 12 months.

At the very least, academy trusts should be reviewing their written delegations (often called Schemes of Delegation or Terms of Reference) annually to ensure they:

• are fit for purpose
• reflect what is happening on the ground at LGB/committee level
• adhere to any prescriptions in the Articles or Academies Financial Handbook.

We have worked with many academy trusts to review their existing governance documentation and also have a suite of documentation for multi-academy trusts:

• Scheme of Governance - an overarching document which brings together all layers of governance and sets out the interaction between members, trustees, LGBs and senior leadership
• Decision Making Matrix - a table which sets out the responsibilities of each group for specific areas, eg governance, finance, and behaviour
• Terms of Reference for LGBs - this covers areas such as: composition, expectations, process around meetings and voting, intervention rights of the trustees, cessation of office and top-slicing/delegated budgets

In addition, we have the following additional governance documentation which is applicable to both single and multi-academy trusts:

• Terms of Reference for Committees - finance and risk, audit, HR, and education standards and performance
• Conflict of Interest Policy and Toolkit - tailored to your Articles of Association
• Company Secretarial Guide - tailored to your Articles of Association
• Template Statutory Books - together with a guidance note on how to complete them

Again, we would be very happy to have an initial discussion with you about whether a review of your governance documentation or adoption of a new suite would be beneficial for your academy trust.

We also have a wealth of guidance notes and company secretarial documentation available at no charge via our Academies OnStream portal.

Please contact Chloe Brunton (07920 281889) or Jaime Hobday (07467 220552) in our Academies team for a free-of-charge conversation, or complete the form below.