Reminder - The Role of Members Ahead of Upcoming AGMs

The Members do not have any specific duties imposed on them by the Companies Act 2006 (the Act) but:

• recent case law has confirmed that they have a fiduciary duty to act in the best interests of the objects of the academy trust
• the Department for Education (DfE) expects them to play a key role in ensuring the effective governance of the academy trust

In addition, the DfE has also confirmed the Members' role in ensuring that governance of the Trust is effective and that the Trustees are acting in accordance with the charitable objects. Further information on this aspect can be found here.

Members' business is conducted at Members' meetings (which are General Meetings), or by written resolution. Typically, Members will meet less frequently than the Trustees but are normally required to meet at least once a year at the Annual General Meeting (AGM).

Convening the AGM

It is essential that an Academy Trust's AGM is properly convened and held in order for decisions made to be valid. By way of reminder:

• The AGM should be called on 14 clear days' notice (we recommend giving three weeks' notice).
• The notice must be sent to all Members, all Trustees, and the Academy Trust's auditors.
• The notice should include:
  • the time and date of the meeting
  • the place of the meeting
  • the general nature of business to be dealt with (and, if any special resolutions are proposed, the wording of the resolution must be set out in the notice).
• Trustees are entitled to be heard at the AGM on any part of the meeting.
• The Academy Trust's auditor is entitled to be heard at the AGM on any part of the meeting which concerns them as auditor.

What Business Should Be Carried out at the AGM?

The business to be carried out might vary from Trust to Trust but it is usual for the following items to be included on the agenda for an AGM:

• The appointment of a chair for the meeting (subject to the Articles).
• Confirmation of receipt of the audited accounts for the previous financial year (note that these must be approved by the Trustees, the Members do not have a role in approving the audited accounts).
• Receipt and consideration of the report from the Academy Trust's committee responsible for audit and risks on the matters specified at paragraph 4.17 of the Academy Trust Handbook.
• Appointment of the auditors for the next accounting period.
• A report from the Trustees (see below).

Given the wider role of the Members to ensure that governance is effective and that the Trustees are acting in accordance with the charitable objects, we recommend that the Trustees provide a report or briefing to the Members on matters of governance. This would include what steps the Trustees have taken to ensure effective governance for the previous and upcoming period. It might be that the CEO also provide an update to the Members on wider issues affecting the Trust.

How Far Should Members Go?

The DfE considers that Members should assure themselves that governance is effective and that the Trustees are acting in accordance with the charitable objects; stepping in if governance is failing. In practice, this means that whilst the strategic and operational business of the Academy Trust sits with the Trustees, if governance becomes dysfunctional, Members should ensure the Board has plans to address the issues, or otherwise remove and re-appoint Trustees with the skills necessary for effective governance. Members should not however be involved in the day-to-day business or assume the powers of the Trustees.

For further information as to the role of Members and/or the convening of meetings, please refer to our guidance notes 'the role of Members' and 'Template notice for an AGM and advice note on convening an AGM' at Academies Onstream.

For more information, please contact Jaime Hobday in our Education team on 07467 220 552. Alternatively, please complete the form below.