Sentamu Academy

Learning Trust

Governance

Handbook

Approved by Board of Trustees on: 2 March 2020

Review date: March 2022

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Contents

Pages

Welcome from the Chief Executive 2

1. Legal and administrative details of the Company 3

2. Purpose of this document 3

3. Responsibility for this document 3

4. Review of this document 3

5. Overview of the status of the Company 3

6. Constitution of the Company 3

7. Charitable status 3

8. Legal entities 4

9. Overview of Company Governance Structure 4-5

10. Roles for each Academy 5

11. Overview of governance arrangements 5

12. Functions of the Members of the Company 5

13. The Trustees of the Company 6-7

14. Committees 7

15. Local Governing Committees 7-9

16. Composition of Local Governing Committees 9

17. Rules of the Local Governing Committees 9

18. Advisory Committees 9

19. Scheme of Delegation 9

20. Delegated decision-making authorities 9-10

21. Protocol for Governor Visits to the Academy 10-11

22. New Trustees/Governors 11

23. Register of business interests 12

24. New enquiries to join the Trust 12

25. Induction and Ongoing Development 12

26. Company policies 12-13

27. Clerks 13

28. Linked Companies 13

Annex 1: Governance structure overview 14

Annex 2: A Code of Conduct 15-17

Annex 3: Equality within the Company 18

Annex 4: Rules of LGCs 19-32

Annex 5: Schemes of Delegation for Local Governing Committees 33-38

Annex 6: Register of Business Interests 39-42

Annex 7: Induction Acknowledgement 43

Annex 8: Flowchart 44

Annex 9: Useful documents 45

Annex 10: Local Governor Job Description 46-47

Annex 11: Trustee Job Description 48-50

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Welcome from the Chief Executive:

Dear Trustee / Governor,

I am delighted that you have agreed to serve the Sentamu Academy Learning Trust, either as a governor of one of

our local governing committees, or as a trustee on our main board. I am aware of the level of personal

commitment involved in undertaking this role, and am very grateful for this. Please be assured that your

contributions will make a real difference to the lives of our learners, the majority of whom come from some of the

most deprived families in the country.

Our ambition as a trust is that all our learners should experience “Life in all its fullness”. Of course this includes

the aspiration that they will achieve outstanding educational outcomes - whether in primary or secondary school,

or in alternative provision. However, our vision is broader and deeper than this. As a trust, we want to see signs

of the Kingdom of God growing in our young people, their families and their community, through:

· Freedom:

All our young people are to experience “Life in all its fullness” (John 10:10) – flourishing through the achievement

of outstanding outcomes, including excellent exam results as well as successes in the areas of sports and the arts.

· Aspiration:

All our young people are to be given the tools and encouragement to move obstacles that appear insurmountable,

to be the best they can be (Matthew 17:20). They will be resilient, use their talents and gifts to set ambitious goals

for themselves, and develop strategies for achieving these.

· Inclusivity:

All are welcome, particularly those young people who are most marginalised and most at risk of exclusion (Isaiah

61 / Luke 4: 18-19). Our young people will be seen as welcoming, kind and accepting of others, recognising that

we all have equal value, and that we have a duty to uphold and value each other.

· Transformation:

All our young people are to be SALT and LIGHT, becoming “the change they want to see” (Matthew 5: 3-16). Our

young people will be characterised by their desire and willingness to serve others, finding practical ways of loving

and forgiving each other, as we love and forgive ourselves.

· Hope:

All our young people are to know that they are loved and valued by God (1 John 4:10 & 19, Romans 8: 38-39,

Luke 15: 11-32). They will have the assurance that this love is unconditional and available to all who wish to

receive it.

These are ambitious goals for us to set on behalf of the young people in our care, but we are confident that

through excellent strategic planning and your support and challenge in holding our senior leaders to account, they

are achievable.

As you start your new role, I would recommend two excellent publications from the National Governance

Association (NGA): “Welcome to a Multi Academy Trust” and “Welcome to Governance”. Please feel free

however to speak with either Laura Fillingham, our clerk to the board of trustees, or me, should you have any

questions. I very much look forward to working with you.

Andrew Chubb, SALT CEO.

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1. Legal and Administrative Details of the Company

Company name Sentamu Academy Learning Trust

Company number 6544825

Registered office 1 Bilton Grove

HULL

HU9 5YB

Charitable status Exempt charity

2. Purpose of this Document

This Governance Handbook summarises the legal structure of the company and sets out the basic

internal arrangements for the governance of the company and its academies.

3. Responsibility for this Document

This Governance Handbook was created by and is maintained by the trustees of the company. Any staff

may be delegated responsibility to lead on the review and propose amendments to this document, but

these shall be ratified by resolution of the trustees.

4. Review of this Document

This Governance Handbook shall be reviewed and updated at least biennially and whenever the

introduction of new legislation or guidance from the Secretary of State for Education or another lawful

authority requires it. The clerk to the trustees shall also be tasked with prompting and participating in

reviews.

5. Overview of the status of the Company

The company:

● is a company limited by guarantee registered with Companies House;

● is an exempt charity;

● has contracted with the Secretary of State for Education to run one or more academies;

● is subject to company audit laws;

● is accountable to the Secretary of State for Education, pupils, parents and other stakeholders;

● retains the legal responsibility for running the academies; and

● owns all assets and liabilities, rights and obligations of the academies.

6. Constitution of the Company

The constitution of the company is the Articles of Association, which are recorded at Companies

House. There is also a Scheme of Delegation for each academy that should be referred to, derived from

the Articles. This Governance Handbook and all other rules, regulations, authorities and powers are

derived from and subject to the Articles. If there is any inconsistency the Articles always prevail.

7. Charitable Status

As an academy trust the company is classified as an ‘exempt charity’. This means the company is legally a

charity, but does not have to (and cannot) register with the Charity Commission (the regulator of

Charities in England and Wales).

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8. Legal Entities

Academies, like maintained schools, are not established as legal entities in their own right. They do not

have a legal personality. This means that all the assets and liabilities of each academy run by the company

are owned by the company and all contracts (whether in relation to employees or otherwise) for each

academy and will be held and entered into (respectively) by the company.

9. Overview of Company Governance Structure

The company has two layers of corporate governance:

● The members retain control over the direction of the academy trust and appointment of trustees;

● The trustees have responsibility for the oversight of the day-to-day management and operation of

the academy trust carried out by the executive team.

In addition to these two layers, the company has a third layer of governance:

● Local governing committees (LGCs) are established as committees by the trustees to take a role in

supporting and advising on the work of one or more academies. Local governing committees consist

of a board of governors appointed by, and with delegated responsibilities from, the trustees.

The company’s staff carry out the day to day work of the company. Within each academy the academy

principal leads the staff.

The following sections of this handbook summarise the roles and functions of the various tiers within the

company.

An Academy Trust is required to appoint a senior executive as the accounting officer (AO). In a multi

academy trust this is usually an executive principal or Chief Executive Officer. The AO has specific

accountability for assuring government of the proper use of public money including achieving value for

money and probity and regularity.

The appointment of an accounting officer does not remove the responsibility of trustees for the proper

conduct and financial operation of the trust. The role of accounting officer includes specific

responsibilities for financial matters. It includes a personal responsibility to Parliament, and to ESFA’s

accounting officer, for the financial resources under the trust’s control. Accounting officers must be able

to assure Parliament, and the public, of high standards of probity in the management of public funds,

particularly regularity, propriety and value for money. Accounting officers must also adhere to the Nolan

‘seven principles of public life’ as detailed later on in the Handbook.

The accounting officer must take personal responsibility (which must not be delegated) for assuring the

board that there is compliance with the funding agreement and handbook. The accounting officer must

advise the board in writing if any action it is considering is incompatible with the articles, funding

agreement or handbook. Similarly, the accounting officer must advise the board in writing if the board

fails to act where required by the funding agreement or handbook. Where the board is minded to

proceed, despite the accounting officer’s advice, the accounting officer must consider the board’s reasons

and if the accounting officer still considers the action proposed by the board is in breach of the articles,

the funding agreement or handbook, the accounting officer must notify ESFA’s accounting officer

immediately in writing.

The trust must have a chief financial officer (CFO), appointed by the trust’s board, who is the trust’s

finance director, business manager or equivalent, and to whom responsibility for the trust’s detailed

financial procedures is delegated. The CFO should play both a technical and leadership role. The trust’s

finance staff must be appropriately qualified and/or experienced. Trusts should assess whether the CFO,

and others holding key financial posts, should have a business or accountancy qualification and hold

membership of a relevant professional body, dependent on the risk, scale and complexity of financial

operations.

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Their CFO must ensure appropriate financial arrangements operate day to day. The CFO need not

discharge all of their duties personally. The trust may decide that its needs are adequately served by

employing staff or contractors with the relevant skills and knowledge at the appropriate time.

10. Roles for each Academy

Within the company structure there are four main roles for each academy: members, trustees, governors

and staff. The following diagram summarises their roles in brief.

11. Overview of Governance Arrangements

A diagram summarising the company’s general structure is included at Annex 1.

12. Functions of the Members of the Company

A company limited by guarantee has guarantors who are referred to as members. A company limited by

guarantee does not have shareholders.

The members do not receive dividends or other remuneration. Each of the members as a guarantor

agrees to contribute towards any outstanding liabilities of the company if the company is wound up with

outstanding debts. Each member’s personal liability is limited to £10.

The members’ main functions are:

● Overseeing the achievement of the objectives of the company;

● Taking part in Annual General Meetings and any other General Meetings;

● Appointing some of the trustees;

● Overseeing the company’s financial accounts and annual report;

● Overseeing the performance of the trustees;

● Exercising company law powers reserved to the members, such as amending the Articles of the

company and to remove trustees.

● Members will all have enhanced DBS disclosure. When any member visits the academy s/he should

always sign in with the clerk and obtain a visitor’s pass which must be worn whilst on the site.

Members Are ultimately accountable for the group of academies (shareholders in a company sense)

Local Governing Committee

(The Governors) Monitor the progress of one or more academy(ies) and lead on educational outcomes

and parental and community engagement

Trustees Set the strategy and policies for the company and group of academies

Staff

(Led by the Principal) Paid staff do the day to day work in accordance with the strategies/policies

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13. The Trustees of the Company

This section summarises the legal duties, role and functions of the trustees of the company. The trustees

are the directors of the company in company law. They are charity trustees in charity law. They are

referred to in this document as the "trustees", which is consistent with current DfE guidance documents.

a) Duties of Trustees

Trustees have a number of legal duties to which they must adhere when acting on behalf of the company.

These include duties:

● to act in the best interests of the company;

● to act within their powers;

● to exercise independent judgment;

● to exercise reasonable care, skill and diligence;

● to avoid conflicts of interest;

● to declare any interest in proposed transactions or arrangements with the company;

● not to accept benefits from third parties; and

● to promote the success of the company. Success for a charitable company means (in basic terms)

achieving its objectives.

Should any trustee have any concerns that s/he may be acting, or about to act, in breach of any duty or

in a situation where his/her interests conflict with the interests of the company, legal advice should be

sought as soon as possible.

Trustees will all have enhanced DBS disclosure. When any trustee visits the academy s/he should always

sign in and out (in line with site procedures) and either wear their approved lanyard or obtain a visitor’s

pass which must be worn whilst on the site.

b) The Functions of the Trustees of the Company

● Setting aims and objectives of the company in accordance with the charitable objects set out in the

Articles;

● Monitoring and evaluating performance against the aims and objectives;

● Responsibility for the company’s financial performance, accounts and annual report;

● Ensuring the Articles of the company (subject to the members’, Secretary of State for Education

and Charity Commission’s approvals) are fit for purpose;

● Appointing some of the governors of each local governing committee and removing governors if

need be;

● Recruiting, managing and supporting academy principals;

● Setting strategic policy for the academies;

● Setting and/or approving academy budgets and performance plans;

● Monitoring educational standards and performance in the academies; and

● Monitoring the performance of the trust’s CEO.

A job description for Trustees can be found at Annex 11

c) Term of office of the Trustees

The term of office for most trustees is four years. After their term of office trustees will retire, but may

be reappointed or re-elected if they remain eligible and agree.

d) Decision making by the Trustees

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Resolutions and decisions of trustees must be made in accordance with the Articles.

In accordance with statutory guidance the factors that must be taken into account when trustees make a

decision and in so doing determine whether the actions they are taking will promote the success of the

company, include:

● Whether the decision is in the best interests of the company;

● Whether the course of action is in furtherance of the charitable objectives of the company;

● The likely consequences of any decision in the long term (as well as the short term);

● The interests of the company’s employees;

● The need to maintain business relationships with suppliers, customers and others; and

● The impact of the company’s operations on the community and the environment.

The above factors should be considered every time the board of trustees makes a decision or passes a

resolution to ensure that the decision being made is in the best interests of the company.

Trustees should note that the above list is not exhaustive and that there will often be other factors that

are relevant when taking decisions. Trustees should detail the factors that have been taken into account

when passing a resolution in appropriate minutes of a meeting or written record of the resolution.

e) Trustees’ Meetings

The requirements for trustees’ meetings (frequency, notice, quorum, voting etc) are set out in the

Articles and must be complied with along with the Academies Financial Handbook.

14. Committees

The trustees have established the following main sub committees to assist them in fulfilling their role:

● Audit & Finance Committee; and

● Church Effectiveness & Standards Committee.

The committee structure, terms of reference and memberships are reviewed annually and are

summarised in a document available on SALT’s website.

15. Local Governing Committees

The trustees will generally establish a local governing committee for each academy run by the company.

Local governing committees are committees established by the board of trustees and have powers and

responsibilities delegated to them by the trustees through a scheme of delegation.

a) The Role of the Local Governing Committees

Each academy has a local governing committee, whose role is to exercise leadership on behalf of the

company in the running of the individual academy. The local governing committee provides information

to the trustees on the operation and success of the academy. The purpose of a local governing

committee is to:

● Help the trustees and academy’s principal and senior leadership team by monitoring performance

targets for the academy;

● Monitor the effectiveness of the academy's outcomes;

● Act as a critical friend to the academy’s principal and senior leadership team, offering support,

advice and challenge on educational outcomes;

● Help the academy respond to the needs of parents and the community;

● Help make the academy open and accountable to the public for what it does; and

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● Exercise the responsibilities and powers delegated to it by the trustees in partnership with the

principal and staff.

It is not the role of the local governing committee to intervene in the day-to-day management of the

academy. The academy principal, senior leadership team and staff are responsible for the operational

delivery of the academy.

If the local governing committee has concerns about weaknesses in the academy it should report them

to the trustees via the CEO.

b) Key responsibilities of Governors

It is the responsibility of the local governing committee to ensure that the academy complies with all

policies and procedures established by the trustees, specifically:

● Monitoring the performance of the academy;

● Ensuring the quality of educational provision;

● Evaluating pupil outcomes; and

● Raising any concerns and potential risks with the trustees via the CEO.

Governors are expected to exercise reasonable care and skill, and be objective in carrying out their

responsibilities whilst upholding the Nolan principles of public life which are outlined below:

● Selflessness – Holders of public office should act solely in terms of the public interest. They should not

do so in order to gain financial or other benefits for themselves, their family or their friends;

● Integrity – Holders of public office should not place themselves under any financial or other obligation

to outside individuals or organisations that might seek to influence them in the performance of their

official duties;

● Objectivity – In carrying out public business, including making public appointments, awarding contracts,

or recommending individuals for rewards and benefits, holders of public office should make choices on

merit;

● Accountability – Holders of public office are accountable for their decisions and actions to the public

and must submit themselves to whatever scrutiny is appropriate to their office;

● Openness – Holders of public office should be as open as possible about all the decisions and actions

they take. They should give reasons for their decisions and restrict information only when the wider

public interest clearly demands;

● Honesty – Holders of public office have a duty to declare any private interests relating to their public

duties and to take steps to resolve any conflicts arising in a way that protects the public interest;

● Leadership – Holders of public office should promote and support these principles by leadership and

example. A job description for Local Governors can be found at Annex 10

c) Functions delegated to the Local Governing Committee

To carry out its role the local governing committee will:

● Recommend to the trustees a specific vision and mission for the academy consistent with the

company/trust’s general vision, mission and objectives;

● Encourage the highest standards of leadership and management at all levels with the academy; in

doing this, the local governing committee will:

▪ support, advise and hold the principal to account;

▪ challenge and support the leadership team.

● Organise its own work;

● Systematically and regularly monitor and evaluate the work of the academy in accordance with the

scheme of delegation.

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d) Powers of the Governors

The chair of the governors is authorised to discharge any function of the governors if the delay of calling

a meeting would be likely to be seriously detrimental to the academy, to a pupil, to a parent or to an

employee.

16. Composition of the Local Governing Committee

The composition of each local governing committee varies and is at the discretion of the trustees. The

trustees’ main concern is to ensure the local governing committees are effective in their role.

It should be expected that there will be differentiation between the local governing committees of

academies that are performing well and those which are under-performing or require support.

The composition of the local governing committees is detailed in Annex 4.

The trustees reserve the power to remove governors from office and change the governance structure,

including the schemes of delegation, subject to the provisions of the Articles of Association.

As long as governors have acted honestly, reasonably, for the benefit of the academy, and within the law

and terms of their delegated powers, they cannot be held personally liable for any liabilities incurred on

behalf of the company.

17. Rules of the Local Governing Committees

The rules for the local governing committees are annexed to this Governance Handbook at Annex 4

and incorporated into this Governance Handbook.

The rules provide the constitution for the local governing committee.

18. Advisory Committees

The trustees are not required to establish or maintain a local governing committee for each academy. It

is open to the trustees to retain all the powers and functions that are envisaged as being exercised by

the local governing committee.

If at any time the trustees do not maintain a local governing committee for an academy they shall

establish an advisory committee in relation to that academy. The advisory committee shall be

constituted at the trustees’ discretion. The advisory committee will be appointed on basis of skills and

there will be reasonable endeavours to ensure that it will include at least one representative of parents

of pupils at the academy. The advisory committee’s role will be to provide advice to the trustees in

relation to the functioning of that academy. For the avoidance of doubt, decisions would be made at the

sole discretion of the trustees and no decision-making power would be delegated to the advisory

committee.

19. Scheme of Delegation

The scheme of delegation annexed to this Governance Handbook is incorporated into this Governance

Handbook.

The Scheme of Delegation sets out the powers the local governing committees may exercise on behalf of

the trustees.

20. Delegated Decision-Making Authorities

The levels of delegation annexed to this Governance Handbook are incorporated into this Governance

Handbook.

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All decision-making authorities are delegated by the trustees and the trustees may revoke or alter the

extent of any decision making authority at any time. For the avoidance of doubt the summary of

delegated decision-making authorities included in this Governance Handbook sets out the trustees’

expectations on delegation in respect of academies and the company generally where academies and

staff in post are performing well.

21. Protocol for Governor Visits to the Academy

The local governing committee and staff need to work together in an atmosphere of trust and mutual

respect. This protocol is intended to help achieve this. A full Governor Visits Policy is available on SALT’s

website.

1. Remit of this protocol

This protocol is intended to cover governor visits to the academy, i.e. those arranged with the principal

or staff to focus on aspects of the business plan or other identified issues. It is acknowledged that most

governors also visit the academy in other capacities, e.g. assemblies, concerts, PTA events etc.

2. Ofsted view

“If governors are to monitor and evaluate the impact work they need to visit the academy. When handled well

these visits build up trust and respect between staff and the governing body, and they allow governors to monitor

the school’s work in a way that is far more supportive than if they just attend meetings. The visits to academy by

governors work well when the focus of the visit is agreed in advance and understood by all involved.”

3. Purpose of visits

● To help governors understand the academy;

● To enable governors to act as well-informed critical friends;

● To help governors understand improvement priorities in real terms;

● To enhance governor-staff relationships;

● To help governors evaluate progress and monitor performance against targets.

4. Planning visits

● Governor visits may only be undertaken when planned in advance with the principal or relevant

staff;

● All governor visits will have a pre-agreed focus, which will be communicated to relevant staff;

● Governor visits will usually have a focus which is liked to a current identified priority;

● Governors will read any relevant documentation prior to the visit.

5. During the Visit

● Governors will, at all times, respect confidentiality – including information relating to staff,

children and family backgrounds;

● Governors will always remember their role when visiting classrooms. Governors are not there to

evaluate staff or pupil performance. The governor’s role is that of critical friend, not an inspector.

Governors do not visit to make judgements, but to gain an understanding of the academy, issues

affecting it and, importantly, to note the conditions in which pupils and staff work, to ensure a good

learning environment and to take the views of the pupils and staff that might assist governors in

their role.

6. After the Visit

Comments about the visit will be shared with the principal. These comments can then be further

discussed with professional colleagues with a view to possible development.

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7. Safeguarding

Governors will all have enhanced DBS disclosure. When any governor visits the academy they should

always sign in at the office and either wear their approved lanyard or obtain a visitor’s pass, which must

be worn whilst on the site.

22. New Trustees/Governors

The board of trustees, LGC and principal believe it is essential that all new trustees and governors

receive a comprehensive induction package covering a broad range of issues and topics. There is a

commitment to ensure that the new trustees and governors are given the necessary information and

support to fulfil their role with confidence. The process is seen as an investment, leading to more

effective governance and retention of trustees and governors. There are Trustee Induction and Governor

Induction policies available on SALT’s website that should be followed.

The Policy Clock (produced by H Bricknell and R Paul published in the NGA Welcome to Governance

book) is a useful tool for new governors and is detailed below.

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23. Register of Business Interests

Each member, trustee and governor of a local governing committee is required to declare their and

their family interests in any businesses and complete a Register of Business Interests return when

appointed then annually and to add to this each time a new interest arises. Completed declarations must

be returned to the clerk/Business Manager. The form for declaring business interests is annexed to this

Governance Handbook.

Notwithstanding the register, each member, trustee and governor of a local governing committee is

required to declare any pecuniary or personal interest which could be perceived as a conflict of interest

in a matter under discussion at a meeting and if it is agreed that a conflict of interest arises, could

potentially arise or could be perceived as arising they will be expected to leave the meeting for the

duration of any discussion or vote on the matter except that they may be asked to attend part of that

discussion solely to answer any question that the remaining members, trustees or governors may have,

but for no other purpose and thereafter they must leave the meeting again.

The Conflicts of Interest Policy is available on SALT’s website.

24. New Enquiries to Join the Trust

It is recognised that new schools may seek to join the trust from time to time. The trustees have

established a general process for new enquiries as set out in Annex 8. The flowchart contained in

Annex 8 will be shared with schools expressing an interest to join the trust.

25. Induction and Ongoing Development

It is important that new trustees and new governors are properly inducted to the company and the

academy following SALT’s agreed induction policies. As a minimum new trustees and governors will be

given an induction including:

● A copy of the company’s Articles;

● A copy of this Governance Handbook;

● A copy of the most recent published annual accounts for the company;

● The company’s/academy’s Safeguarding/Child Protection Policy;

● The company’s/academy’s Health and Safety Policy;

● The trust’s /academy’s improvement plan;

● Privacy Notice.

In addition, governors’ inductions will include:

● A meeting with the principal and/or chair and tour of the academy;

● A copy of the scheme of delegation for any local governing committee on which they serve

All new trustees and governors will be asked to sign a return to show they have received the above

information. The form is set out in the Trustee/Governor Induction Policy; the policy is available on

SALT’s website.

All trustees and governors will be expected to commit to engaging in relevant training. Training needs

will be identified through a self-evaluation/skills audit linked to statutory requirements, best practice and

individual academy outcomes. Governors will receive help and guidance from SALT’s professional

clerking service and governing committee agendas will be set to allow for ongoing CPD.

Chairs of governors will also have ongoing development and training to enable them to effectively run

local governing committees and help LGCs set the academy improvement priorities for each academy.

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26. Company policies

The trustees shall set policies and procedures for the company’s officers and staff to assist compliance

with laws and the effective running of the company and academies. The members, trustees, governors

and all staff are expected to comply with the company’s policies and procedures at all times. All

company policies and procedures are intended to supplement the general principles set out in this

Governance Handbook and are subject to the Articles.

The current policies can be found on SALT’s website or can be obtained from the Director of HR l.

27. Clerks

The trustees must appoint a clerk to assist with the administration of the trustees’ meetings and matters

of company administration in accordance with the Articles.

The clerk is expected to carry out many of the day to day functions of a company secretary but is not

necessarily a company secretary by virtue of agreeing to the role of clerk.

The clerk's role is to assist the trustees. The appointment of a clerk does not absolve the trustees from

their duties in relation to the management and administration of the company or their joint

responsibility for these matters.

LGCs must appoint a clerk, in line with the guidance at Annex 4 and section 9.

28. Linked Companies

The company must comply with all provisions of the current Academies Financial Handbook in relation

to any dealings with linked companies. Trustees of the company must always ensure that they do not

allow any conflict of interests, conflict of duties or conflict of loyalties to arise. The trustees must ensure

that any potential conflicts are appropriately and robustly managed in accordance with the company's

conflict of interest policies and business interests.

The company supports collaborative working with partners and stakeholders in education in the region

and enters into such arrangements in furtherance of the charitable objects of the company.

The trustees will ensure that:

1. Academy budgets and other grants are spent for the purposes received;

2. Proper agreements or contracts will be put in place in respect of services provided, staff secondments,

overheads and all other cost apportionments; and

3. Relationships with all linked companies and collaborations are exercised for the charitable objects of the

company.

Signed as true copy of the Governance Handbook:

P Duffield

PETER DUFFIELD

Chair of Trustees

02.03.20

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ANNEX 1: Governance Structure Overview

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ANNEX 2: Code of Conduct for the Local Governing Committee - For signature by

ALL Members,

Trustees and members of LGCs

The local governing committee works on behalf of the trustees to hold the academy principal and staff to

account. It is responsible for promoting high standards. The local governing committee aims to ensure that

children are attending a successful academy which provides them with a good education and supports their

well-being. There is the requirement for the board and local governing committees to adopt the NGA’s

Code of Conduct as follows:

● Sets the strategic direction of the academy by:

o Setting and ensuring clarity of vision, values and objectives for the academy/trust, ensuring that

these are fully consistent with those held by the trust;

o Agreeing the school improvement strategy with priorities and targets;

o Meeting statutory duties.

● Ensuring accountability, by:

o Appointing the lead executive/principal (where delegated);

o Monitoring the educational performance of the academy/trust’s progress towards agreed targets;

o Performance managing the lead executive (board only);

o Engaging with stakeholders;

o Contributing to school self-evaluation;

o Responding to Ofsted reports when necessary.

● Overseeing financial performance by:

o Setting the budget (board only);

o Monitoring spending against the budget;

o Ensuring money is wells pent and value for money is obtained;

o Ensuring risks to the organisation are managed.

As individuals on the board/LGC governors/trustees need to agree to the following:

● Understand the purpose of the board/local governing committee and the role of the principal and

executive leaders;

● Accept they have no legal authority to act individually, except when the trustees have given a delegated

authority to do so;

● Exercise independent judgement, but respect the fact that all decisions (whether passed or not) by the

Governors are decisions of the whole LGC/board. Governors should not publicly criticize a decision of

the governors as a whole or speak against a decision once it has been made whether in or out of

governors meetings;

● Accept collective responsibility for all decisions made by the governing body or its delegated agents;

● Governors have a duty to act fairly and without prejudice, and in so far as they have responsibility for

staff, they will fulfil all that is expected of a good employer. Base judgements at all times within the

overall framework of educational, employment, equalities and any other relevant legislation;

● Governors will encourage open governance and will act openly and with accountability;

● In making or responding to criticism or complaints affecting the academy, governors will follow the

procedures established by the trustees;

● Actively support and challenge the executive leaders;

● Accept and respect the difference in roles between the board/lgc and staff, ensuring that governor work

collectively for the benefit of the organisation;

● Respect the role of the executive leaders and their responsibility for the day to day management of the

organisation and avoid any actions that might undermine such arrangements;

● Agree to adhere to the school’s rules and policies and the procedures of the LGC/board as set out by

the relevant governing documents and law;

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● When formally speaking or writing in the role of governor/trustee to ensure comments reflect current

organisational policy even if they are different to personal views;

● When communicating in a private capacity (including on social media) being mindful of and striving to

uphold the reputation of the organisation.

Commitment

● Governors acknowledge that accepting office as a governor involves the commitment of significant

amounts of time and energy;

● Governors will each actively participate in the work of the governing body, and accept a fair share of

responsibilities, including service on committees or working groups;

● Governors will not go beyond their duties or act outside of the powers of authority conveyed on them,

and acknowledge that were a governor to do so they could potentially be held personally liable for the

consequences of their actions;

● Governors will use their best efforts to attend all meetings and where they cannot attend they will offer

their apologies and explanation for missing the meeting in advance;

● Governors will get to know the academy well and respond to opportunities to be involved in the

academy’s activities;

● Governors’ visits to the academy will be arranged in advance with the staff and undertaken within the

framework established by the trustees and agreed with the staff;

● Governors will review their individual and collective needs for training and development, and will

undertake relevant training.

Relationships

Governors will

● Strive to work as a team in which constructive working relationships are actively promoted;

● Express views openly, courteously and respectfully in all our communications with others;

● Support the chair in their role of ensuring appropriate conduct both at meetings and at all other times;

● Be prepared to answer queries from other governors in relation to delegated functions and take into

account any comments expressed. Governors must acknowledge the time, effort and skills that have

been committed to the delegated function by those involved;

● Seek to develop effective working relationships with the principal, staff and parents, the local authority

and other relevant agencies and the community.

Confidentiality

● Governors will observe data protection rights and confidentiality when matters are deemed confidential

or where they concern specific members of staff or pupils, both inside or outside school;

● They will exercise responsible prudence at all times when discussions regarding academy business arise

outside a governing body meeting; and

● They will not reveal the details of how any governor voted on any issue unless specifically recorded in

the relevant minutes;

● Will ensure all confidential papers are held and disposed of appropriately;

● Understand that the requirements relating to confidentiality will continue to apply after a

governor/trustee leaves office.

● Governors will not discuss or share information from board meetings in conversations with non-board

members, to the media or online / through social media, unless this is an agreed course of action by the

board.

Conflicts of interest

● Governors will record any pecuniary or other personal business interests in the Register of Business

Interests and accept that these will be published on the academy/trust website;

● They will declare any pecuniary or personal interest which could conflict with the company’s or

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academy’s interest which is to be discussed or arises during a meeting and will leave the meeting for the

duration of any discussion and vote on such matter.

Breach of this code of practice

If any governor believes this code has been breached, they will raise this issue with the Chair and the Chair will

investigate. If a governor believes this code has been breached by the Chair they should report it to the

trustees for investigation. The LGC/trust will only use suspension/removal as a last resort after seeking to

resolve any difficulties or disputes in more constructive ways.

I confirm I have read and understand Code of Conduct and will discharge my responsibilities in line with

Signature:

Name:

Position (Member/Trustee/LGC Governor)

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ANNEX 3: Equality within the Company

The policy and practice of the company, its officers and staff must comply with the requirements of the Equality

Act 2010. The Act makes it clear that the company cannot unlawfully discriminate on the grounds of:

● Age;

● Sex;

● Disability;

● Gender reassignment;

● Marriage and civil partnership;

● Pregnancy and maternity;

● Race including colour, nationality, ethnic or national origin;

● Religion or belief or lack of religion/belief;

● Sexual orientation.

The company trustees and the local governing committees must have ‘due regard’ to equality considerations

whenever significant decisions are being made or policies developed. All policies should be screened with an

equality impact assessment.

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ANNEX 4: Rules of Local Governing Committees

1. Constitution of the LGCs

1.1. Categories of Governors on Local Governing Committees

1.1.1. The individuals acting on each local governing committee shall be known as governors.

1.1.2. The number of governors who sit on each local governing committee shall be not less than

three.

1.1.3. The local governing committee for each academy shall generally have the following

governors:

1.1.3.1. 1 staff governor appointed under Rules 1.2.5 to 1.2.7;

1.1.3.2. the principal of the academy (the “principal”) ex-officio;

1.1.3.3. 2 parent governors appointed under Rules 1.2.9 to 1.2.13;

1.1.3.4. any trustee shall be entitled to attend any meetings of any local governing

committee. Any trustee attending a meeting of the local governing committee shall

count towards the quorum for the purposes of the meeting and shall be entitled to

vote on any resolution being considered by the local governing committee. The

trustees shall not be counted in calculating a quorum if they are not in attendance.

1.1.4. The trustees may determine the constitution of the local governing committee for each

academy at their absolute discretion.

1.1.5. All persons appointed or elected to any local governing committee shall give a written

undertaking to the trustees/DYET to uphold the charitable objects of the company.

Please see below charts stipulating governor makeup for each academy.

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21

22

23

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1.2. Appointment of Governors to the Local Governing Committee

1.2.1. The trustees/DBE appoint the governors to the local governing committee for each academy.

1.2.2. The trustees may consider any individual elected to represent staff or parents or otherwise

proposed in accordance with the following provision, but appointments are at the discretion

of the trustees.

General

1.2.3. The trustees may appoint any person who is eligible as a governor on any LGC.

1.2.4. After the initial appointments of governors to a local governing committee the governors of

the local governing committee may recommend to the trustees persons to serve on the

local governing committee, having regard to any recommendations and guidance from the

trustees and with regard to ensuring that the people serving on the local governing

committee between them have an appropriate range of skills and experience and due

attention is given to succession planning. Any such recommendations shall be proposed to

the trustees whose decision is final. Governors are appointed to the local governing

committee by resolution of the trustees/DBE.

Staff

1.2.5. Persons who are employed by the company may serve on a local governing committee,

provided that the total number of such persons on the local governing committee does not

exceed one third of the total number of persons on the local governing committee (including

the principal).

1.2.6. Unless the trustees agree otherwise, in nominating persons who are employed at the

academy to serve on the local governing committee, the local governing committee shall

invite nominations from all staff employed under a contract of employment or a contract for

services or who are otherwise engaged to provide services to the academy (excluding the

principal) and, where there are contested posts, shall hold an election by secret ballot. All

arrangements for the calling and the conduct of the election and resolution of questions as

to whether any person is an eligible candidate shall be determined by the local governing

committee or in default by the trustees.

1.2.7. The local governing committee shall confirm the outcome of a nomination and/or election

procedure and request that the trustees appoint the individual(s) selected provided the

individual is eligible to act. The trustees’ decision is final. Staff governors are appointed to the

local governing committee by resolution of the trustees.

The Principal

1.2.8. Unless otherwise decided by the trustees, the principal shall be treated for all purposes as

being an ex officio member of the local governing committee for that academy.

Parents

1.2.9. Subject to Rules 1.2.10 to 1.2.13, a parent governor shall be elected by parents of registered

pupils at the academy and must be a parent of a pupil at the academy at the time when he or

she is elected. The local governing committee shall confirm the outcome of an election and

request that the trustees appoint the individual elected provided the individual is eligible to

act. The trustees’ decision is final. Parent governors are appointed to the local governing

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committee by resolution of the trustees.

1.2.10. The local governing committee shall make all necessary arrangements for, and determine all

other matters relating to, an election of the parent governors of the local governing

committee, including any question of whether a person is a parent of a registered pupil at

the academy. Any election of persons who are to be the parent governors of the local

governing committee which is contested shall be held by secret ballot.

1.2.11. Where a vacancy for a parent governor of the local governing committee is required to be

filled by election, the local governing committee shall take such steps as are reasonably

practical to secure that every person known to them to be a parent or a registered pupil at

the academy is informed of the vacancy and that it is required to be filled by election,

informed that s/he is entitled to stand as a candidate, and vote at the election, and given an

opportunity to do so.

1.2.12. The arrangements made for the election of the parent governors of the local governing

committee shall provide for every person who is entitled to vote in the election to have an

opportunity to do so by post or, if s/he prefers, by having his/her ballot paper returned to

the academy by a pupil registered at the academy.

1.2.13. In appointing a person to be a parent governor of the local governing committee, the local

governing committee shall appoint a person who is the parent of a registered pupil(s) at the

academy; or where it is not reasonably practical to do so, a person who is the parent of a

child of compulsory academy age. Exemptions for the role of parent governor will be issued

to parents when the vacancy is advertised.

1.3. Co-opting Governors

1.3.1. For the avoidance of doubt the local governing committee may not appoint or co-opt any

person to the local governing committee themselves.

1.4. Term of office

1.4.1. The term of office for any person serving on the local governing committee shall be four

years from the date of appointment, except for co-opted governors, and save that this time

limit shall not apply to the principal. Subject to remaining eligible to serve (including any

restrictions on who may serve within a particular category of governor) on the local

governing committee, any person may be reappointed or re-elected to the local governing

committee.

1.5. Resignation and removal

1.5.1. A person serving on the local governing committee shall cease to hold office if he/she resigns

his/her office by notice (via the clerk) to the local governing committee or the trustees (but

only if at least three persons will remain as governors when the notice of resignation is to

take effect). If notice is given to the trustees, the trustees or the clerk will give notice to the

local governing committee.

1.5.2. A person serving on the local governing committee shall cease to hold office immediately if

he/she is removed by the trustees. When considering removing a governor the trustees shall

give due regard to any representations made by the person and the local governing

committee.

1.5.3. Whilst at the same time as acknowledging that no reasons need to be given for the removal

of a person who serves on the local governing committee by a person or persons who

appointed him/her, any failure to uphold the values of the company and/or the academy or

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to act in a way which is appropriate in light of these Rules or the Scheme of Delegation will

be taken into account.

1.5.4. If any person who serves on the local governing committee in the capacity of an employee at

the academy ceases to work at the academy, then they shall be deemed to have resigned and

shall cease to serve on the local governing committee automatically on termination of their

work at the academy.

1.5.5. Where a person who serves on the local governing committee is removed from office those

removing them shall give written notice thereof (via the clerk) to the local governing

committee who shall inform the trustees.

1.6. Disqualification of Governors of the Local Governing Committee

1.6.1. No person shall be eligible to serve on the local governing committee unless he/she is aged

18 or over at the date of election or appointment. No current pupil of the academy shall be

entitled to serve on the local governing committee.

1.6.2. A person serving on the local governing committee shall cease to hold office if he/she

becomes incapable by reason of mental disorder, illness or injury, of managing or

administering his own affairs.

1.6.3. A person serving on the local governing committee shall cease to hold office if s/he is absent

without the permission of the local governing committee from all the meetings of the local

governing committee held within a period of six months without the consent of the local

governing committee.

1.6.4. A person shall be disqualified from serving on the local governing committee if:

1.6.4.1. his / her estate has been sequestrated and the sequestration has not been discharged,

annulled or reduced;

1.6.4.2. he is the subject of a bankruptcy restrictions order or an interim order.

1.6.5. A person shall be disqualified from serving on the local governing committee at any time

when s/he is subject to a disqualification order or a disqualification undertaking under the

Company Trustees Disqualification Act 1986 or to an order made under section 429(2)(b) of

the Insolvency Act 1986 (failure to pay under county court administration order).

1.6.6. A person serving on the local governing committee shall cease to hold office if s/he would

cease to be a director by virtue of any provision in the Companies Act 2006 or is disqualified

from acting as a trustee by virtue of section 178 of the Charities Act 2011 (or any statutory

derivation, re-enactment or modification of those provisions).

1.6.7. A person shall be disqualified from serving on the local governing committee if s/he has been

removed from the office of charity trustee or trustee for a charity by an order made by the

Charity Commission or the High Court on the grounds of any misconduct or

mismanagement in the administration of the charity for which s/he was responsible or to

which s/he was privy, or to which s/he by their conduct contributed or facilitated.

1.6.8. A person shall be disqualified from serving on the local governing committee at any time

when s/he is:

1.6.8.1. included in the list kept by the Secretary of State under section 1 of the Protection

of Children Act 1999; or

1.6.8.2. disqualified from working with children in accordance with Section 35 of the

Criminal Justice and Court Services Act 2000; or

1.6.8.3. barred from regulated activity relating to children (within the meaning of section 3(2)

of the Safeguarding Vulnerable Groups act 2006).

1.6.9. A person shall be disqualified from serving on the local governing committee if s/he is a

person in respect of whom a direction has been made under section 142 of the Education

Act 2002 or is subject to any prohibition or restriction which takes effect as if contained in

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such a direction.

1.6.10. A person shall be disqualified from serving on the local governing committee where s/he has,

at any time, been convicted of any criminal offence, excluding any that have been spent under

the Rehabilitation of Offenders Act 1974 as amended, and excluding and offence for which

the maximum sentence is a fine or a lesser sentence except where a person has been

convicted of any offence which falls under section 178 of the Charities Act 2011.

1.6.11. After the academy has opened, a person shall be disqualified from serving on the local

governing committee if s/he has not provided to the company a criminal records certificate

at an enhanced disclosure level under section 113B of the Police Act 197. In the event that

the certificate discloses any information which would in the opinion of either the chair or

the principal confirm their unsuitability to work with children that person shall be

disqualified. If a dispute arises as to whether the person shall be disqualified, a referral shall

be made to the Secretary of State to determine the matter. The determination of the

Secretary of State shall be final.

1.6.12. Where, by virtue of these Rules, a person becomes disqualified from serving on the local

governing committee; and s/he was, or was proposed, to so serve, s/he shall on becoming so

disqualified give written notice of the fact to the local governing committee who shall inform

the trustees.

1.6.13. This Rule 1.6 also applies to any member of any sub-committee of the local governing

committee who is not a governor of the local governing committee.

2. Chair and Vice-Chair of the Local Governing Committee

2.1. The trustees shall have the final decision on the selection and appointment of each chair and may

appoint their own choice to the position of chair. The trustees may consider nominations from local

governing committees as to their preferred choice of chair, but shall not be bound to it.

2.2. The governors of the local governing committee shall each academy year, at their first meeting in

that year, elect a vice-chair from among their number. Neither a person who is employed by the

company (whether or not at the academy) nor a person who is at the time of the election already a

trustee of the company (except where such person is a trustee by virtue of being the incumbent

chair) shall be eligible for election as vice-chair except with the prior approval of the trustees.

2.3. An election of the vice-chair which is contested shall be held by secret ballot.

2.4. The chair or vice-chair shall hold office as such until their successor has been elected and confirmed

in accordance with this clause 2.

Resignation or Removal of Chair and Vice-Chair

2.5. The chair or vice-chair may at any time resign their office as chair or vice-chair by giving notice in

writing to the trustees or the local governing committee.

2.6. The chair or vice-chair shall cease to hold office if:

2.6.1. s/he ceases to serve on the local governing committee;

2.6.2. s/he is removed from office;

2.6.3. in the case of the vice-chair, s/he is elected to fill a vacancy in the office of chair.

2.7. The chair or vice-chair may be removed from office by the trustees at any time or by the local

governing committee in accordance with clause 2.8 below.

2.8. A resolution to remove the chair or vice-chair from office which is passed at a meeting of the local

governing committee shall not have effect unless:

2.8.1. it is passed by a two thirds majority of the governors of the local governing committee

present and voting at a meeting or in writing;

2.8.2. the potential removal is a specific item of business for the meeting or the subject of a specific

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resolution and the grounds for removal have been circulated before the meeting or with the

resolution;

2.8.3. the person who may be removed from office has been given the opportunity to put forward

representations on the proposal and the governors have considered any such

representations.

Vacancies

2.9. Where a vacancy arises in the office of chair or vice-chair, the governors or trustees shall at their

next meeting appoint or elect a person to fill that vacancy.

2.10. Where the chair is absent from any meeting or there is at the time a vacancy in the office of the

chair, the vice-chair shall act as the chair for the purposes of the meeting. If the vice-chair is also

absent from the meeting the governors of the local governing committee shall elect one of their

number to act as chair for the purposes of that meeting.

3. Conflicts of Interest

3.1. Any governor of the local governing committee who has or may have a direct or indirect duty or

personal interest (including but not limited to any Personal Financial Interest) which conflicts or may

conflict with his duties as a governor of the local governing committee shall disclose that fact to the

local governing committee as soon as s/he becomes aware of it. A person must absent himself from

any discussions of the local governing committee in which it is possible that a conflict will arise

between their duty to act solely in the interests of the academy and any duty or personal interest

(including but not limited to any Personal Financial Interest).

3.2. For the purpose of paragraph 3.1, a person has a Personal Financial Interest if s/he is in the

employment of the company or is in receipt of remuneration of the provision of any other benefit

directly from the company or in some other way is linked to the company or the academy.

3.3. This Rule 3 also applies to any member of any sub-committee of the local governing committee who

is not a governor of the local governing committee.

4. Disputes

4.1. Any disagreement between the governors of the local governing committee or the members of any

subcommittee of the local governing committee shall be referred to the trustees for their

determination.

4.2. The principal’s executive responsibilities and delegated authorities are from the trustees and the

local governing committee and the principal are subject to their direction. Any performance

management, disciplinary, grievance or whistleblowing matters raised in relation to the principal shall

be referred to the CEO in the first instance. If deemed necessary, the matter will then be escalated

to the trustees. The principal will follow all lawful directions of the trustees and the local governing

committee.

5. The Minutes

5.1. The minutes of the proceedings of a meeting of the local governing committee shall be drawn up and

kept by the person authorised to keep the minutes of the local governing committee in accordance

to the records and retention policy; and shall be signed (subject to the approval of the governors of

the local governing committee) at the same or next subsequent meeting by the person acting as

chair thereof. The minutes shall include a record of:

5.1.1. all appointments of officers made by the local governing committee; and

5.1.2. all proceedings at meetings of the local governing committee and of committees of the

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local governing committee including the names of all persons present at each such meeting.

5.2. The chair shall ensure that copies of minutes of all meetings of the local governing committee (and

such of the sub-committees as the trustees shall from time to time notify) shall be provided to the

trustees as soon as reasonably practicable after those minutes are approved.

6. Sub-Committees

6.1. The local governing committee may establish sub-committees as required. The membership of any

subcommittee may include persons who do not also serve on the local governing committee. Subject

to any guidance from the trustees the local governing committee may determine that the members

of a sub-committee who are not governors or trustees may be entitled to vote in any proceedings of

the sub-committee. No vote on any matter shall be taken at a meeting of a sub-committee unless the

majority of members of the sub-committee present are governors or trustees.

6.2. Subject to any guidance from the trustees, sub-committees may invite anyone to attend a sub-

committee meeting in a non-voting capacity.

7. Delegation

7.1. Provided such power or function has been delegated to the local governing committee, the local

governing committee may further delegate to any person serving on the local governing committee,

sub-committee, the principal or any other holder of an executive office, such of their powers or

functions as they consider desirable to be exercised by them. Any such delegation may be made

subject to any conditions which either the trustees or the local governing committee may impose,

and may be revoked or altered.

7.2. Where any power of function of the trustees or the local governing committee is exercised by any

sub-committee, any trustee or governor of the local governing committee, the principal or any other

holder of an executive office, that person or sub-committee shall report to the local governing

committee in respect of actions taken or decision made with respect to the exercise of that power

or function at the meeting of the local governing committee immediately following the taking of the

action or the making of the decision.

8. Meetings of the Local Governing Committee

8.1. Subject to these Rules and the Scheme of Delegation, the local governing committee may regulate its

proceedings as the governors of the local governing committee think fit.

8.2. The local governing committee shall meet at least three times in every academy year, in line with the

overall schedule set out by the trust’s CEO. Meetings of the local governing committee shall be

convened by the clerk to the local governing committee. In exercising its functions under these Rules

the clerk shall comply with any direction:

8.2.1. given by the trustees or the local governing committee; or

8.2.2. given by the chair of the local governing committee or, in his absence or where this is a

vacancy in the office of chair, the vice-chair of the local governing committee, so far as such

direction is not inconsistent with any direction given as mentioned in 8.2.1 above.

8.3. Any three governors of the local governing committee may, by notice in writing given to the clerk,

requisition a meeting of the local governing committee; and it shall be the duty of the clerk to

convene such a meeting as soon as is reasonably practicable.

8.4. Each governor of the local governing committee shall be given at least seven clear days before the

date of a meeting:

8.4.1. notice in writing thereof, signed by the clerk, and sent to each governor of the local

governing committee at the postal address or email address provided by each governor

from time to time; and

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8.4.2. a copy of the agenda for the meeting;

provided that where the chair or, in his absence or where there is a vacancy in the office of chair,

the vice-chair, so determines on the ground that there are matters demanding urgent consideration,

it shall be sufficient if the written notice of a meeting, and the copy of the agenda thereof are given

within such shorter period as he directs.

8.5. The convening of a meeting and the proceedings conducted thereat shall not be invalidated by

reason of any individual not having received written notice of the meeting of a copy of the agenda

thereof.

8.6. A resolution to rescind or vary a resolution carried at a previous meeting of the local governing

committee shall not be proposed at a meeting of the local governing committee unless the

consideration of the rescission or variation of the previous resolution is a specific item of business

on the agenda for that meeting.

8.7. A meeting of the local governing committee shall be terminated forthwith if:

8.7.1. the governors of the local governing committee so resolve; or

8.7.2. the number of governors present ceases to constitute a quorum for a meeting of the local

governing committee in accordance with paragraph 8.10.

8.8. Where in accordance with paragraph 8.7 a meeting is not held or is terminated before all the

matters specified as items of business on the agenda for the meeting have been disposed of, a further

meeting shall be convened by the secretary as soon as is reasonably practicable, but in any event

within seven days of the date on which the meeting was originally to be held or was so terminated.

8.9. Where the local governing committee resolves in accordance with paragraph 8.7 to adjourn a

meeting before all the items of business on the agenda have been disposed of, the local governing

committee shall before doing so determine the time and date at which a further meeting is to be

held for the purposes of completing the consideration of those items, and they shall direct the

secretary to convene a meeting accordingly.

8.10. Subject to paragraph 8.12, the quorum for a meeting of the local governing committee, and any vote

on any matter thereat, shall be any three of the governors of the local governing committee, or,

where greater, any one third (rounded up to a whole number) of the total number of persons

holding office on the local governing committee at the date of the meeting. If the trustees have

appointed any additional governors of the local governing committee then a majority of the quorum

must be made up of such persons.

8.11. The local governing committee may act notwithstanding any vacancies on its board, but, if the

numbers of persons serving is less than the number fixed as the quorum, the continuing persons may

act only for the purpose of filling vacancies or of calling a general meeting.

8.12. The quorum for the purposes of:

8.12.1. any vote by the governors on the removal of a person as a governor; or

8.12.2. any vote on the removal of the chair or vice-chair of the local governing committee;

shall be any two-thirds (rounded up to a whole number) of the persons who are at the time entitled to

vote on those respective matters including at least one director.

8.13. Subject to these Rules, every question to be decided at a meeting of the local governing committee

shall be determined by a majority of the votes of the persons present and entitled to vote on the

question. Every governor of the local governing committee shall have one vote.

8.14. Where there is an equal division of votes, the chair of the meeting shall have a casting vote in

addition to any other vote he may have.

8.15. The proceedings of the local governing committee shall not be invalidated by:

8.15.1. any vacancy on the board; or

8.15.2. any defect in the election, appointment or nomination of any person serving on the local

governing committee.

8.16. A resolution in writing, signed by all persons entitled to receive notice of a meeting of the local

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governing committee or of a subcommittee of the local governing committee, shall be valid and

effective as if it had been passed at a meeting of the local governing committee or (as the case may

be) a sub-committee of the local governing committee duly convened and held. Such a resolution

may consist on several documents in the same form, each signed by one or more of the governors

of the local governing committee and may include an electronic communication by or on behalf of

the local governing committee indicating his or her agreement to the form of resolution providing

that the governor has previously notified the local governing committee in writing of the email

address or addresses which the governor will use.

8.17. Subject to paragraph 8.18, the local governing committee shall ensure that a copy of:

8.17.1. the agenda for every meeting of the local governing committee;

8.17.2. the draft minutes of every such meeting, if they have been approved by the person acting as

chair of that meeting;

8.17.3. the signed minutes of every such meeting; and

8.17.4. any report, document or other paper considered at any such meeting are, as soon as is

reasonably practicable, made available at the academy to persons wishing to inspect them.

8.18. There may be excluded from any item required to be made available in pursuance of paragraph 8.17,

any material relating to:

8.18.1. a named teacher or other person employed, or proposed to be employed at the academy;

8.18.2. a named pupil at, or a candidate for admission to, the academy; and

8.18.3. any matter which, by reason of its nature, the local governing committee is satisfied should

remain confidential.

8.19. Any governor of the local governing committee shall be able to participate in meetings of the local

governing committee by telephone or video conference provided that:

8.19.1. s/he has given notice of their intention to do so detailing the telephone number on which

they can be reached and/or appropriate details of the video conference suite from which

they shall be taking part at the time of the meeting at least 48 hours before the meeting; and

8.19.2. the local governing committee has access to the appropriate equipment; if after all

reasonable efforts it does not prove possible for the person to participate by telephone or

video conference the meeting may still proceed with its business provided it is otherwise

quorate.

9. Clerk

9.1. The trustees will appoint a clerk for the local governing committee. The clerk may be a person who

is employed by the company or may be paid for their services as clerk.

9.2. The trustees shall determine any required qualifications, competences or experience when

appointing the clerk in line with SALT’s agreed clerk’s Job Description and Person Specification.

9.3. The clerk shall assist with the administration of the local governing committee.

9.4. The clerk shall attend each meeting of the local governing committee. If the clerk is absent from a

meeting the governors will select one individual from among their number to perform the clerk’s

duties for that meeting.

9.5. The clerk does not have a vote.

Notices

9.6. Any notice to be given to or by any person pursuant to these Rules (other than a notice calling a

meeting of the local governing committee) shall be in writing or shall be given using electronic

communications to an address for the time being notified for that purpose to the person giving the

notice. “Address” in relation to electronic communications, includes a number of addresses used for

the purposes of such communication.

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9.7. A notice may be given by the local governing committee to its governors either personally or by

sending it by post in a prepaid envelope addressed to the governor at his registered address or by

leaving it at that address or by giving it using electronic communications to an address for the time

being notified to the local governing committee by the governor. A governor whose registered

address is not within the United Kingdom and who gives the local governing committee an address

within the United Kingdom at which notices may be given to him, or an address to which notices

may be sent using electronic communications, shall be entitled to have notices given to him at that

address, but otherwise no such governor shall be entitled to receive any notice from the local

governing committee.

9.8. A governor of the local governing committee present, either in person or by proxy at any meeting of

the local governing committee shall be deemed to have received notice of the meeting and, where

necessary, of the purposes for which it was called.

9.9. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be

conclusive evidence that the notice was given. Proof that a notice contained in an electronic

communication was sent in accordance with guidance issued by the Institute of Chartered

Secretaries and Administrators shall be conclusive evidence that the notice was given. A notice shall

be deemed to be given at the expiration of 48 hours after the envelope containing it was posted or,

in the case of a notice contained in an electronic communication, at the expiration of 48 hours after

the time it was sent.

10. Indemnity

10.1. Every governor of the local governing committee acting reasonably, honestly and in accordance with

the Articles and the powers and authorities delegated to them shall be indemnified out of the assets

of the company against any liability incurred by them in that capacity to the extent permitted by law.

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ANNEX 5: Scheme of Delegation to Local Governing Committees

1. Introduction

1.1. This Scheme of Delegation applies to all academies run by the company and is available on SALT’s

website (www.salt.sentamu.com).

1.2. The trustees are accountable to external government agencies including the Charity Commission

and the Department for Education, ESFA (including any successor bodies) for the quality of

education they provide and they are required to have systems in place through which they can

assure themselves of quality, safety and good practice.

1.3. In order to discharge these responsibilities, the trustees appoint people who are more locally based

to serve on a committee (the “local governing committees”) which are established to ensure the

good governance and parent and stakeholder participation of the individual academies. The local

governing committees are committees established by the trustees and are at all times subject to any

directions the trustees may give. The terms of this delegation may be altered, suspended or

withdrawn by the trustees.

1.4. This Scheme of Delegation explains the ways in which the trustees fulfill their responsibilities for the

leadership and management of the academies, the respective roles and responsibilities of the trustees

and governors of the local governing committees and the commitment to each other to ensure the

success of each academy.

1.5. It is intended that a local governing committee shall be established for each academy. For the

avoidance of doubt, a local governing committee may be delegated responsibility for more than one

academy.

1.6. Certain decisions and actions in respect of the company and the academies are reserved for the

trustees.

1.7. In general terms, responsibility for holding the principal and academy staff to account for educational

outcomes and parental and community engagement and consultation for each academy will be

delegated to a local governing committee.

1.8. This Scheme of Delegation has been put in place by the trustees in accordance with the provisions of

the company’s Articles of Association (the “Articles”) and it should be read in conjunction with

those Articles. References in this Scheme to numbered Articles are to the relevant clause of the

Articles.

2. Ethos and Trust Commitment

2.1. The company's mission statement is "Be Extraordinary."

2.2. The Commitment Statement of the company is: "Based on John 10:10, ensure that all pupils

experience life in all its fullness".

2.3. Each academy LGC will set its own vision, values and mission statement, ensuring that these are

fully in line with the trust’s overall vision; and

2.4. Academies within the company will work with each other in a cooperative and supportive manner;

sharing expertise and specialisms. Academies within the company will engage with other local

schools and partners in order to ensure quality provision for children and families within a

community.

3. Trustees’ Powers and Responsibilities

3.1. The board of trustees, along with their powers and administration of their meetings and affairs, is

established in the Articles.

3.2. The trustees have overall responsibility and ultimate decision making authority for all the work of

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the company, including the establishing and running of academies. This is largely exercised through

strategic planning, setting budgets and policies for the group and establishing committees with

particular areas of focus and responsibilities. It is managed through business planning, monitoring of

budgets, performance management, the setting of standards and the implementation of quality

management processes. The trustees have the power to direct change where required.

3.3. The trustees have a duty to act in accordance with the company’s objects as set out in the Articles.

3.4. Trustees will have regard to the interests of all academies for which the company is responsible in

deciding and implementing any policy or exercising authority in respect of any one academy.

3.5. The Articles provide for the appointment by the trustees of committees to whom the trustees may

delegate certain of the functions of trustees. In further recognition of the trustees’ power to

delegate, responsibility for running each academy will be delegated to the committee established

pursuant to this Scheme of Delegation known as a local governing committee.

3.6. The constitution, membership and proceedings of each local governing committee is determined by

the trustees and the Scheme of Delegation expresses such matters, acknowledging the authority

delegated to the local governing committees in order to enable the local governing committees to

run the academies and fulfill the company’s commitment, and each academy’s vision/mission.

4. Coordinating Local Governing Committees’ Work

4.1. General provisions

4.1.1. It is vital to the reputation and the overall governance and management of the company and the

academies that the work of the local governing committees is coordinated to avoid the risk of waste,

duplication, and inconsistency in the development and implementation of policies and procedures.

4.1.2. All local governing committees must work within a structure of openness and accountability to

ensure that decisions are consistent with the company’s commitment statement and the values and

ethos of the academy.

4.1.3. Local governing committees and their sub-committees must ensure that other local governing

committees, their committees and the trustees are consulted and kept informed appropriately

where they have, or are likely to have, an interest in the topic or matter.

4.1.4. To ensure consistency of the company’s public relations and presentation of the brand, the local

governing committees and any committee with any responsibility for marketing or any other public

representations must clear their policies and press statements with the CEO before issuing the

material to the public.

5. Delegated Powers of Local Governing Committees

5.1. General provisions

5.1.1. Subject to provisions of the Companies Act 2006, the Articles and to any directions given by the

members of the company following a special resolution and the decisions of the trustees, the

following responsibilities and powers relating to each academy are hereby delegated by the trustees

to the local governing committee who may exercise all the powers of the company in so far as they

relate to the responsibilities for the academy delegated to them in accordance with the terms of this

Scheme of Delegation.

5.1.2. All actions of the local governing committee must be in furtherance or ancillary to the Object of the

company.

5.1.3. The delegated powers are delegated to the local governing committee as a whole.

5.1.4. A meeting of the local governing committee at which a quorum is present may exercise all the

powers so delegated to it.

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5.1.5. The trustees retain responsibility for the business of the academies in so far as the business relates

to all academies or multiple academies run by the company.

5.1.6. In general terms, the responsibility of the local governing committee is to lead on holding the

academy's principal and staff to account on educational outcomes and parental and community

engagement. The local governing committee will help the trustees implement the group policies and

monitor achievements. The local governing committee will provide feedback to trustees on progress

and raise any matters of concern with the trustees. In particular, the local governing committee will

monitor the academy's pupil's progress and the impact of the academy in delivering the curriculum. It

will also ensure that it reports on the academy’s website the impact of pupil premium, SEN, literacy

and numeracy and PE funding, in line with DfE regulations.

5.1.7. In addition to all powers already conferred upon the local governing committee and without

detracting from the generality of the powers delegated, the local governing committee shall have the

following additional powers:

5.1.7.1. to demand from the academy's principal and staff the information needed to

perform their monitoring functions.

5.1.7.2. to expend certain funds of the company as permitted by clause 5.3 in such manner

as the local governing committee shall consider most beneficial for the achievement

of the Object in so far as it relates to the academy as it may see fit; and

5.1.7.3. to enter into contracts on behalf of the company in so far as they relate to the

academy in accordance with clause 5.3 and subject to the limits and compliance with

the Mandate for the academy set out in the company's Financial Handbook and

tender policy.

5.1.8. In the event of a situation requiring an immediate decision the chair or in his absence the vice-chair

shall have authority to make a decision and/or take action on behalf of the local governing

committee. Following any such decision or action the chair or vice-chair shall report their actions to

the local governing committee as soon as reasonably practicable. The situation shall thereafter be

managed in the usual way.

5.1.9. In the exercise of its powers and functions, the local governing committee will consider any advice

given by the principal.

5.1.10. The local governing committee must comply with any directions and consider any advice given by

the CEO of the company acting as spokesperson and conduit for the trustees as a whole or in

emergency situations where an immediate action is required.

5.1.11. The principal shall ensure that finances are managed in line with the agreed financial protocols.

5.2. Ethos and Values

5.2.1. Whilst the local governing committee shall be responsible for ensuring that the academy is

conducted in accordance with its mission/vision and the values referred to in clause 2, the

determination of each academy’s ethos and mission statement shall be the responsibility of the LGC,

taking full account of the trust’s overall vision and ensuring that it aligns with this.

5.2.2. At all times, the trustees shall ensure that the academy is conducted in accordance with the object

of the company and any agreement entered into with the Secretary of State for the funding of the

academy.

5.3. Finance

5.3.1. In general, the academy trust's trustees are responsible for the company's money including for each

academy. This includes but is not limited to grant funding provided by the Secretary of State, monies

donated to the company and monies generated from the activities of the company or any group

company.

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5.3.2. Pursuant to clause 5.1.3 the principal shall have the power to enter into contracts on behalf of the

company in so far as they relate to the academy provided that:

5.3.2.1. all contracts must be in the name of the company;

5.3.2.2. the authority of the principal to enter into contracts is limited to the thresholds provided

in the Mandate for the academy and as set out in the company's Financial Handbook;

5.3.2.3. any contracts must be approved and signed by authorised individuals;

5.3.2.4. advice must first be sought from the trust’s Chief Finance Officer to ensure that the

contract represents good value for money, and that it does not in any way duplicate or clash

with any existing contracts held by the trust;

5.3.2.5. the principal shall first obtain written consent from the trustees to enter into any

contracts or expenditure for any single matter if the company's Financial Handbook or

Mandate requires it.

5.3.3. The accounts of the company shall be the responsibility of the trustees;

5.3.4. The central finance team will provide monthly management accounts to the CEO and Chair of the

board of trustees;

5.3.5. The CEO shall ensure that proper procedures are put in place for the safeguarding of funds and that

the requirements of the Academies Financial Handbook and the company’s Financial Handbook are

observed at all times as well as any requirement and recommendations of the trustees and Secretary

of State;

5.3.6. The CEO shall inform the trustees of any need for significant unplanned expenditure;

5.3.7. The CEO shall apply the company's risk management strategies and shall at all times adopt financial

prudence in managing the financial affairs delegated to it.

5.4. Premises

5.4.1. The land and buildings of each academy are held and owned by the company and any legal interests

in the land and buildings to be granted or varied are reserved to the trustees on behalf of the

company.

5.4.2. Informal lettings and use of the land and buildings may be managed by the principal provided that no

legal interest is granted.

5.4.3. The responsibility for any disposals or acquisitions of land to be used by the academy will be that of

the trustees.

5.4.4. Insuring the land and the buildings used by the academy will be the responsibility of the trustees who

shall recover the cost from the budget delegated to the School either before or after the budget is

delegated. The trust has joined the Risk Protection Arrangement (RPA) which replaces the above.

5.4.5. It shall be noted that the use of the land and buildings may be subject to legal restrictions on the

legal title or in any lease to the company. The principal and / or CEO shall consult the trustees on

any aspect of the land and buildings that may require a consent from a third party, including but not

limited to proposed building works, PFI arrangements, proposed leases or sharing occupation.

5.4.6. The trustees will develop a 5-year estate management strategy that will identify the suitability of

buildings and facilities in light of long term curriculum needs and the need for and availability of

capital investment to meet the company's responsibilities to ensure the buildings and facilities are

maintained to a good standard.

5.5. Principal

5.5.1. The trustees shall always take responsibility for appointing the principal of each academy. The

trustees may delegate such powers and functions as they consider are required by the principal and

LGC for the internal organisation, management and control of the academy (including the

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implementation of all policies approved by the trustees and local governing committee and for the

direction of teaching and the curriculum at the academy).

5.5.2. The CEO of the company will take the lead in appraising the principal with the involvement of the

Chair of the local governing committee and the School Improvement Partner. If the CEO is a

principal an alternative trustee shall be nominated to lead their appraisal in their position as principal.

5.6. Other Staff

5.6.1. The principals shall be responsible for the appointment and management of all other staff to be

employed at the academy on behalf of the company in accordance with the summary of delegated

decision-making authorities provided that the principals shall:

5.6.1.1. comply with all policies dealing with staff issued by the trustees from time to time;

5.6.1.2. take account of any pay terms set by the trustees;

5.6.1.3. adopt any standard contracts or terms and conditions for the employment of staff issued

by the trustees. However, if doing so would result in a breach of a legal obligation or

result or potentially result in a liability arising, then the local governing committee shall

first consult the trustees on the issue;

5.6.1.4. manage any claims and disputes with staff members on behalf of the company having

regard to any advice and recommendations given by the trustees; and

5.6.2. The local governing committee and principal shall ensure that appropriate performance management

is carried out on all staff in the academy.

5.7. Curriculum and Standards

5.7.1. The local governing committee shall be responsible for the setting and review of the curriculum but

shall have due regard to any views of the trustees in recognition of the company’s obligation to the

Secretary of State to provide a broad and balanced curriculum.

5.7.2. The local governing committee shall be responsible for the standards achieved by the academy and

the pupils attending the academy but shall follow such advice and recommendations of the trustees

as they might issue from time to time.

5.7.3. Any decision to expand the academy shall be that of the trustees, but they shall have due regard to

the views of the local governing committee.

5.8. Parental and Community Engagement

5.8.1. The academy principal is responsible for local parental and community engagement; SALT will from

time to time introduce trust-wide initiatives in which schools will be required to participate.

5.8.2. Each academy will conduct a parental survey on a minimum of an annual basis and submit the results

to SALT for analysis and publish for parents to access.

5.9. Extended Schools and Business Activities

5.9.1. Whilst the undertaking of any activities which would be described as part of the academy’s ‘extended

schools agenda’ or any activities designed to generate business income, would be the responsibility

of the principal, this shall only be undertaken in a manner consistent with any policy set by the

trustees and having regard to the viability of such activities, the impact on the academy’s activities

and any financial implications, such as the threat of taxation in light of the company’s charitable

objects and any threat to funding provided by the Secretary of State.

5.9.2. Any proposed activity which may or shall result in establishing a separate trading company shall be

reserved to the trustees.

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5.10. Regulatory Matters

5.10.1. The responsibility for the satisfaction and observance of all regulatory and legal matters shall be the

trustees but the local governing committee shall do all such things as the trustees may specify as

being necessary to ensure that the company is meeting its legal obligations.

6. Operational Matters

6.1. The local governing committee shall comply with the obligations set out in Annex 4 which deals with

the day to day operation of the local governing committee.

6.2. The local governing committee will adopt and will comply with all policies of the trustees

communicated to the local governing committee from time to time.

6.3. Both the trustees and all governors of the local governing committee have a duty to act

independently and not as agents of those who may have appointed them and will act with integrity,

honesty and objectivity in the best interests of the company and the academy and shall be open

about decisions and be prepared to justify those decisions except in so far as any matter may be

considered confidential.

6.4. The local governing committee will review its policies and practices on a regular basis, having regard

to recommendations made by the trustees from time to time, in order to ensure that the

governance of the academy is best able to adapt to the changing political and legal environment.

6.5. The local governing committee shall provide such data and information regarding the business of the

academy and the pupils attending the academy as the trustees may require from time to time.

6.6. The local governing committee shall submit to any inspections by the trustees and any inspection by

Ofsted.

6.7. The local governing committee shall work closely with and shall promptly implement any advice or

recommendations made by the trustees.

6.8. In the event that intervention is either threatened or is carried out by the Secretary of State the

trustees expressly reserve the unfettered right to review or remove any power or responsibility

conferred on the local governing committee under this Scheme of Delegation in such circumstances.

7. Conflicts

7.1. In the event of any conflict between any provision of this Scheme of Delegation and the Articles, the

Articles shall prevail.

8. Review of the Scheme of Delegation

8.1. The Scheme of Delegation shall operate from the date determined by trustees in respect of each

academy.

8.2. The trustees have absolute discretion to review and amend this Scheme of Delegation at any time.

8.3. The trustees will review this Scheme of Delegation at least annually following publication of the

latest DfE Academies Financial Handbook and Governance Handbook.

8.4. In considering any material changes to this Scheme of Delegation or any framework on which it is

based, the trustees will have regard to and give due consideration of any views of the local governing

committees.

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ANNEX 6: Register of Business Interests

Notes of guidance

The members, trustees, local governing committee and academy staff have a responsibility to avoid any

conflict between their business and personal interests, and the interests of the company and the academies it

runs. The trustees and each local governing committee are required to maintain a Register of Business

Interests for all governors, the academy principal and any other senior staff who may be responsible for

choosing suppliers or other budget controls where conflicts of interests could arise. The registers must be

freely available for inspection by the trustees, company secretary, governors, staff, parents/carers and

auditors at all times. The standard set by OFSTED and the Audit Commission is as follows: “The

governing body should establish a register of business interests for the governors, members and staff

which should be open to inspection. For example, governors, members and staff should declare any

links they have with local firms from which the school may wish to buy goods or services. It is

important for anyone involved in spending public money to demonstrate that they do not benefit

from decisions that they make.”

Who is covered by the requirement?

The business interests of all members, trustees, governors, the principal and any member of their immediate

family should be declared.

What is deemed to be a business interest?

Any trusteeships, significant shareholdings and other appointments of influence within a business or other

organisation which may have dealings with the company or the academy.

What are the responsibilities of trustees/governors?

The board/LGC must ensure that the register is complete and kept up to date with any notification of

changes, to remind the governors and senior leaders of their responsibility from time to time and to ensure

that it is available for inspection by interested parties. In order to ensure that the register is complete and up

to date it is required that:

● Nil returns are required from those who have been requested to declare

them;

● There is a requirement to notify the company of any changes in business interests as

they occur;

● The completed declarations are returned to the clerk/company secretary for safe storage.

What happens if a matter is to be considered by the governors in which a person has an interest?

The person has a duty to disclose the interest at the meeting and withdraw from the meeting whilst the

proposed contract or other related matter is being discussed. This should be recorded by the clerk in the

minutes. The individual must not have a vote on the issue or be present during a vote. A conflicted individual

who must absent themselves does not count in any quorum requirement for a valid vote.

This provision also applies in the case of any interest which could be perceived as a conflict of interest.

Declaration of Business Interests

Form RP1 should be used for members of staff at the academy/trust

Form RP2 should be used by members/trustees/governors who are not also members of staff

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ANNEX 7: Induction Acknowledgement

Please visit SALT’s website for the most recent governor and trustee Induction policies which also includes a

checklist of statutory declarations, this policy must be followed when inducting new Governors and Trustees.

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ANNEX 8: Flowchart for new academy joining

If joining is a realistic possibility, initial meeting with governors and

Principal to present information about SALT and process (this flowchart)

School/Academy expresses interest in joining SALT

If governing body resolves to proceed, formal request submitted to SALT

CEO. At that point, the Accession Committee, comprising SALT CEO,

School Improvement Partner and at least one primary / secondary head (for

mainstream academies) / AP EP (for AP academies), Chief Finance Officer,

HR Director and NLG launches due diligence process

Accession Committee prepares full business case (including due diligence report on educational standards,

financial health, HR and quality of governance) presented to the Board of Trustees

Decision made as to whether the School/Academy will be accepted as a member of SALT.

Governing body judged fit for purpose Governing body judged not fit for purpose

Governing body prepares for reconstitution in line

with SALT standard LGC constitution, based on

skills audit

Board establishes Advisory Committee of at least

three Trustees/governors

On the effective date, governing body is

dissolved and new LGC is formally constituted On the effective date, governing body is dissolved and

SALT assumes responsibility for governance

Accession Committee fulfills its role [see left]

and reports monthly to the Strategy Committee

(and other committees as appropriate)

Role of Accession Committee:

To consider due diligence

reports and make

recommendations to the

Board. To recruit to the new LGC and

make recommendations on

membership to the Board of

Trustees. To advise Trustees on

standards, leadership and

finance. To provide/commission

training as required.

Accession Committee judges LGC to be fit for

purpose

Board of Trustees considers Accession Committee. Recommendation and

either agrees to formation of new LGC, or requires further work to be carried

out before granting delegated powers

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ANNEX 9: Useful documents for Governors/Trustees

Academies Financial Handbook -

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/714474/Academies

_Financial_Handbook_2018.pdf

SALT Articles of Association

http://www.salt.sentamu.com/articles-of-association/

Competency Framework for Governance

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/583733/Competen

cy_framework_for_governance_.pdf

DfE Governance Handbook

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/582868/Governan

ce_Handbook_-_January_2017.pdf

Keeping Children Safe in Education

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/741314/Keeping_

Children_Safe_in_Education__3_September_2018_14.09.18.pdf

The Prevent Duty

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/439598/prevent-

duty-departmental-advice-v6.pdf

Clerking Competency Framework

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/609971/Clerking_

competency_framework.pdf

SALT Policies

http://www.salt.sentamu.com/salt-policies/

Please also see your clerk for details of a range of resources produced by the NGA.

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Annex 10

Local Governor Role Description

Role of an Academy Local Governor

To contribute to the work of the Local Governing Committee (LGC) in ensuring high standards of

achievement for all children and young people in the academy by:

setting the academy’s vision, ethos and strategic direction in line with the Trust’s vision, ethos, aims

and direction;

holding the Principal to account for the educational performance of the academy and its pupils.

As part of the Local Governing Committee, a Local Governor is expected to:

Contribute to the strategic discussions at Local Governing Committee meetings which

determine:

the vision and ethos of the academy;

clear and ambitious strategic priorities and targets for the academy;

that all children, including those with special educational needs, have access to a broad and balanced

curriculum;

the expenditure of the sports and pupil premium allocations;

the academy’s staffing structure;

the principles to be used by school leaders to set other academy policies.

Hold the senior leaders to account by monitoring the academy’s performance; this

includes:

agreeing the outcomes from the academy’s self-evaluation and ensuring they are used to inform

the priorities in the academy development plan;

considering all relevant data and feedback provided on request by school leaders and external

sources on all aspects of academy performance’;

asking challenging questions of school leaders;

ensuring senior leaders have arranged for the required audits to be carried out and receiving the

results of those audits;

ensuring senior leaders have developed the required policies and procedures and the academy is

operating effectively according to those policies;

acting as a Link Governor on a specific issue, making relevant enquiries of the relevant staff, and

reporting to the Local Governing Committee on the progress on the relevant school priority;

listening to and reporting to the academy’s stakeholders: pupils, parents, staff, and the wider

community, including local employers;

Ensure staff have the resources and support they require to do their jobs well including effective

appraisal and CPD and that the way in which resources are used has impact.

When required, serve on panels of Governors to:

appoint the Principal and other senior leaders;

appraise the Principal;

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set the Principal’s pay and agree the pay recommendations for other staff;

hear the second stage of staff grievances and disciplinary matters;

have the final decision regarding a permanent exclusion.

The role of a governor is largely a thinking and questioning role, not a doing role. A governor does

NOT:

write academy policies;

undertake audits of any sort – whether financial or health and safety – even if the Governor has the

relevant professional experience;

spend much time with the pupils of the school – if you want to work directly with children, there are

many other valuable voluntary roles within the academy;

undertake classroom observations to make judgments on the quality of teaching – the Local Governing

Committee monitors the quality of teaching in the school by requiring data from the senior staff and from

external sources;

do the job of the staff – if there is not enough capacity within the paid staff team to carry out the

necessary tasks, the Local Governing Committee needs to consider and rectify this.

In order to perform this role well, a Governor is expected to:

get to know the academy, including visiting the academy occasionally during school hours and

gaining a good understanding of its strengths and weaknesses;

attend induction training and regular relevant training and development events;

attend meetings and read all the papers before the meeting;

act in the best interests of all the pupils of the academy;

behave in a professional manner, as set down in the Trust’s Governance Code of Conduct,

including acting in strict confidence.

As you become more experienced as a Governor, there are other roles you could volunteer for which would

increase your degree of involvement and responsibility (e.g. as Chair of a Committee). This role description does

not cover the additional roles taken on by the Chair, Vice Chair and Chairs of Committees.

Governors may receive out of pocket expenses incurred as a result of fulfilling their role as Governor (these are

for incidental expenses such as travel and not loss of earnings); please see the Trust’s Governor Expenses Policy

for further details.

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Annex 11

Director/Trustee Role Description Trustee Board Trustees of an Academy Trust are both Trustees of the Charity and Directors of the Company Limited by

Guarantee. The Charities Act 2011 defines Charity Trustees as the people responsible under the Charity’s

governing document for controlling the administration and management of the Charity, regardless of what they are

called. They are known collectively as the Trustee Board.

Legal duties of a Trustee Under Charity Law Trustees have the ultimate responsibility for directing the affairs of the Trust and ensuring that

it is solvent, well run and delivering the charitable outcomes for which it has been set up. In law Trustees have

several legal duties, which are often described as those of compliance, care and prudence.

Duty of compliance – Trustees must: ensure the Trust complies with Charity Law, and with the requirements of the Education and Skills

Funding Agency as regulator; in particular ensure that the charity prepares reports on what it has achieved

and annual returns and Accounts as required by Law;

ensure the Trust does not breach any of the requirements or rules set out in its governing document,

Funding Agreement or the Academies Financial Handbook and that it remains true to the charitable

purpose and objects set;

comply with the requirements of other legislation and other regulators which govern the activities of the

Trust;

act with integrity, and avoid putting yourself in a position where your duty to the Charity conflicts with

your personal interests or loyalty to any other person or body.

Duty of care – Trustees must: use reasonable care and skill in their work as Trustees, using their personal skills, knowledge and

experience as needed to ensure that the Trust is well run and efficient;

consider getting external professional advice on all matters where there may be material risk to the Trust,

or where the Trustees may be in breach of their duties.

Duty of prudence – Trustees must: ensure that the Trust is, and will remain, solvent;

use the Trust’s funds and assets reasonably and responsibly and only in furtherance of the Trust’s

charitable object;

avoid undertaking activities that might place the Trust’s endowment, funds, assets or reputation at undue

risk;

take special care when investing the Trust’s funds, or borrowing funds.

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Specific duties of Trustees of Sentamu Academy Learning Trust

To contribute to the work of the Trustee Board in ensuring high standards of achievement for all children and

young people across the Trust.

Strategic direction

Trustees must ensure that the Trust has a clear vision, mission and strategic direction that will enable the Trust to

fulfil its charitable objects and is focused on achieving these. Trustees must work in partnership with the CEO and

other senior staff to ensure that:

The Trust has a clear vision, set of values and strategy, and that there is a common understanding of these

by Trustees, Members, staff and those sitting on academy committees;

operational plans and budgets support the vision and strategy;

the views of stakeholders (parents, pupils, local communities and staff) are regularly sought and

considered;

there is regular review of the external environment for changes that might affect the Trust (political,

financial, demographic, competitive, partnerships, alliances);

there is regular review of the Trust and for the services it provides or could provide, and regular review

of strategic plans and priorities

Performance of the Trust

Trustees are responsible for the performance of the Trust, for its impact upon stakeholders and for its corporate

behaviour:

to ensure the Trust measures its impact and progress towards its strategic objectives and to regularly

consider reports on the Trust’s performance;

to ensure that there are policies including effective employment policies to direct key areas of the charity’s

business;

to ensure that the Trust’s values are understood and put into practice, by Trustees and staff;

to ensure that there are complaints systems in place for stakeholders;

to ensure that there are processes for members, Trustees, staff and other stakeholders to report activity

which might compromise the effectiveness of the Trust;

to recruit the CEO and to hold her or him to account for the management and administration of the

charity;

to ensure that the CEO receives regular, constructive feedback on her/his performance in managing the

charity and in meeting her/his annual and longer term objectives.

Compliance

Trustees must ensure that the Trust complies with all legal and regulatory requirements:

to ensure, with professional advice as appropriate, the Trust complies with all constitutional, legal,

regulatory and statutory requirements;

to understand and comply with the constitution and rules that govern the Trust, and to review the

constitution regularly (at least every three years) to ensure it is fit for purpose.

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Prudent management of resources

Trustees must be stewards of the Trust’s assets, both tangible and intangible, taking care over their security, and

how they are used:

to ensure the Trust’s financial obligations are met and that there are adequate financial controls in place to

ensure all money due is received and properly applied, and that all assets and liabilities are recorded;

to act reasonably and prudently in all matters relating to the Trust and always in the interests of the Trust;

to ensure that Trustees take professional advice when needed, and record the advice received;

to be accountable for the solvency the Trust;

to ensure the Trust acts in accordance with employment law and that the Trust exercises a duty of care

to its employees;

to ensure that intangible assets such as organisational knowledge and expertise, intellectual property, the

Trust’s good name and reputation are recognised, used and safeguarded;

to review the condition and use of the assets owned by the Trust;

to ensure that the major risks to the Trust are regularly identified and reviewed and that systems are in

place to mitigate or minimise these risks.

Good governance

Trustees must ensure that the Trust’s governance is of the highest possible standard:

to ensure that the Trust has a governance structure that is appropriate to a charity of its size/complexity,

stage of development, and its charitable objects, and reflects the diversity of its stakeholders;

to ensure that there are effective mechanisms for individual academies within the Trust to be both

supported and held to account by the governance structure;

to ensure that decisions are made with a view to promoting the education and wellbeing of children and

young people;

to ensure that board decisions are recorded in writing by means of minutes;

to ensure that the board’s delegated authority is recorded in a scheme of delegation, job descriptions are

in place for honorary officers, Trustees and key staff, and that reporting procedures back to the board are

recorded in writing and complied with;

to ensure that the responsibilities delegated to the CEO are clearly expressed in the scheme of delegation

and understood, and directions given to her/ him come from the board as a whole or other properly

authorised route;

to ensure the board regularly reviews the Trust’s governance structure and its own performance, to an

agreed programme;

to ensure that major decisions and policies are made by the Trustees acting collectively;

to ensure that the board has within its membership the skills it requires to govern well;

to ensure that the board has access to, and considers, relevant external professional advice and expertise;

to ensure that there is a systematic, open and fair procedure for recruitment of Trustees and of the CEO;

to ensure that all members of the board receive appropriate induction on their appointment and that they

continue to receive appropriate advice, information and training (both individual and collectively);

to ensure that Trustees have a code of conduct and comply with it, and that there are mechanisms for the

removal of Trustees who do not abide by the Trustee code of conduct.