Members

The members of the trust are guardians of the governance of the trust and as such have a different status to trustees (Directors). Originally, they will have been the signatories to the memorandum of association and will have agreed the trust’s first articles of association (the legal document which outlines the governance structure and how the trust will operate). The articles of association will also describe how members are recruited and replaced, and how many of the trustees the members can appoint to the trust board. The members appoint trustees to ensure that the trust’s charitable object is carried out and so must be able to remove trustees if they fail to fulfil this responsibility. Accordingly, the trust board submits an annual report on the performance of the trust to the members. Members are also responsible for approving any amendments made to the trust’s articles of association.

There must be at least three members, although the DfE prefer at least five, and while members are permitted to be appointed as trustees, in order to retain a degree of separation of powers between the members and the trust board, and in line with DfE expectations, not all members should be trustees. Members are not permitted to be employees of the academy trust.

Trustees (Directors)

The MAT is a charitable company and so trustees are both charity trustees (within the terms of section 177(1) of the Charities Act 2011) and company directors. Because trustees are bound by both charity and company law, the terms ‘trustees’ and ‘directors’ are often used interchangeably. NGA uses the term trustee as it avoids the possible confusion caused when executive leaders are called directors but are neither company directors nor trustees.

The trustees are responsible for the general control and management of the administration of the trust, and in accordance with the provisions set out in the memorandum and articles of association and its funding agreement, it is legally responsible and accountable for all statutory functions, for the performance of all schools within the trust, and must approve a written scheme of delegation of financial powers that maintains robust internal control arrangements. In addition, it must carry out the three core governance functions:

1. Ensure clarity of vision, ethos and strategic direction.

2. Hold the executive to account for the educational performance of the trust’s schools and their pupils, and the performance management of staff.

3. Oversee the financial performance of the trust and make sure its money is well spent.

The board of trustees has the right to review and adapt its governance structure at any time, which includes removing delegation. 6.3 Trust Board Committees (Finance, Audit

Trust Board Committees (Finance, Audit and Premises Committee)

The trustees may establish committees to carry out some of its governance functions, which may include making decisions, although any decisions made will be deemed decisions of the trust board. The membership (there must be at least three trustees) and responsibilities of board committees are set out in the committee’s terms of reference. It is usual for the trust board to appoint board committee chairs and committee members according to their skills.

The current version of the Academies Financial Handbook makes it clear that the board of trustees ‘should have a finance committee to which the board delegates financial scrutiny and oversight’. In trusts with income above a certain level, there must also be a separate audit committee.