Members’ role at the top of the Multi-Academy Trust

4 Jan

When the two schools I used to clerk in the recent past decided to convert into academies and join together (in holy matrimony) to become a Multi-Academy Trust (MAT), I found the role of the top tier of the structure was “as clear as mud”.  The National Governors’ Association has now provided excellent clarification setting this out in its paper, Academy trusts: the role of members. The full explanation can be accessed only if you become a member of the NGA, something that is becoming a must for a school or academy.

In every MAT, there are three tiers of governance.  In the top tier sits the members.  Trustees are below that and governors on the third.  What separates these tiers and their functions?

The guardians of the MAT are the members. Their role is distinct albeit limited.  The Academies Act 2010 paid little attention to this unique group. As a result, it failed to make clear that while three members were the minimum requirement and members could also be trustees, the Department for Education began to pile on problems for a MAT.  Changes in articles of association required that 75% of the members needed to approve new articles or any amendments to the old ones.  If there are only three members, the MAT will require 100% to vote in favour to meet the minimum 75% requirement. The NGA, in its guidance, consequently, urges that there should be at least five members in the top tier.

Also, it is not advisable for members to serve also as trustees because of a clash of interests. NGA’s Head of Information, Sam Henson, in Governing Matters, wrote: “Having most or all trustees as members, a scenario NGA often sees, is a classic case of marking your own homework.”  This leads to a confusion of roles and/or causes the member who is a trustee as well to exercise unfair powers.  The model articles of association acknowledge that it is not conducive to duplicate roles.  However, it may be advisable for one or two members to be trustees to provide a unique perspective to developing the MAT.

Members hold the trust to account but have limited powers and responsibilities.   These are as follows.

They

  1. sign the memorandum and articles of association;
  2. determine the name of the trust;
  3. appoint members and trustees;
  4. appoint and remove the auditors;
  5. receive the annual accounts and report;
  6. ensure the success of the trust;
  7. decide when they should meet; and,
  8. when matters come to an impossible pass, dissolve the trust.

A key responsibility of the members is assessing if the board of trustees is performing efficiently and effectively to ensure that the purpose of the trust is being met and its charitable status fulfilled.  They can meet infrequently.  Most do so once annually.

Also, several trusts have delegated the function of appointing trustees to the trustees.   This is, perhaps, questionable as the body that appoints generally is not the body to which a person is appointed so that there is probity in the system.  (However, a governing board appoints its co-optees.  This is welcomed as governors on the board know precisely what skills are lacking when they seek out appropriate members for the board and co-opt them to it.)

The trust, which also should be made up of at least three members, though more are desirable if not essential, has three clear functions. It

  1. ensures clarity of vision, establishing the ethos and setting the strategic direction of the MAT;
  2. holds the executive to account for the educational performance of the trust’s academies and their pupils and the performance management of the staff; and
  3. oversees the financial performance of the trust, making sure its money is well spent.

The Academies Financial Handbook 2016 states that the board of trustees “should have a finance committee to which the board delegates financial scrutiny and oversight”.  Where a trust has an income above a certain level, it must also have a separate audit committee.

As part of a) above, the trust has responsibilities for deciding what powers it delegates to its governing boards or committees of the trust.

The trust has the power to establish MAT governing boards or committees to discharge the functions of the individual academies.  Trustees are not required to sit on these governing boards or committees and decision-making is limited.  It is custom and practice (though not a statutory requirement) for the trust to appoint the chairs of these governing boards/committees and ensure that two parents are elected to each.

The general functions of a governing board/committee of each academy is as follows.

  1. Build an understanding of how the academy is led and managed.
  2. Monitor whether the academy is
  • working within the agreed policies;
  • meeting the agreed targets; and
  • managing its finances well.
  1. Engage with stakeholders.
  2. Be a point of consultation and representation.
  3. Report to the Trust.

Divisions of powers and responsibilities and establishing a system of checks and balances is critical to good trusteeship and governance in securing the efficient running of MATs.   The United States of America would have been sunk with the present Trump executive running the country without the powers of the President being constrained by the Senate and the House of Representatives, a system devised by the founding fathers who anticipated that a time could come when such a system would be needed.

A scheme of accountability should be, according to the NGA, simple but systematic, “ensuring that members, trustees, governing boards/committees, the executive leadership and academy principal are clear about their roles and responsibilities, allowing everyone to get on with the business of improving outcomes for children and young people”.

The NGA has advised over two score of MATs of different sizes and at various stages of developing.  It has constructed four models of governance.  Sam Henson, the Head of Information at the NGA, said: “A good scheme of delegation ensures executive leadership is clear about which decisions are held by the trustee board and which aren’t. It promotes a culture of transparency and responsibility and helps us to avoid misunderstandings. Governance in groups of schools is complex and so these models demonstrate the underlying principles which determine the lines of accountability, so it is clear where certain decision making should lie.”

Sam Henson stated: “A good scheme of delegation ensures executive leadership is clear about which decisions are held by the trustee board and which aren’t. It promotes a culture of transparency and responsibility and helps to avoid misunderstandings.

If your MAT is in a structurally confused state, there could be merit in consulting the NGA and seeking help.

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