Tag Archives: Governors

@ICSA_News and House of Lords’ Select Committee report matters

ICSA: The Governance Institute is the professional body for governance with members in all sectors. They work with regulators and policy makers to champion high standards of governance and provide qualifications, training and guidance. Below is their article discussing the House of Lords’ Select Committee’s report concerning the revised Governance Code. I thought this article would be of interest to academy trustees too so I am reproducing it here with their permission. The original can be accessed using this link.

ICSA: The Governance Institute welcomes the supportive and helpful report that the House of Lords Select Committee on Charities has published today, especially its support for the revised Governance Code for Charities that aims to improve governance in the charity sector and ensure that charities and their stakeholders focus more effectively on the needs of beneficiaries.

‘The report is particularly timely as it will form part of a trio of governance and regulatory recommendations coming from it, the code and the Law Commission review due in the summer,’ says Louise Thomson, Head of Policy (Not for Profit) at ICSA: The Governance Institute. ‘We particularly welcome the Committee’s positive comments on the draft governance code, which we have helped to author and which we believe will bring substantial benefits to the charity sector.’

Welcome recommendations in the Select Committee’s report include:

  • Support for the revised code and the Charity Commission’s decision to refer to it as the benchmark for governance in the charity sector
  • Regular skills audits of trustee boards. Annual audits for large charities
  • Greater emphasis on trustee induction
  • Board diversity
  • Time limits on trusteeships
  • Regular board reviews. For large charities, this should be annual
  • Good governance reporting, for example charities including a statement in their annual report that they follow the Governance Code for Charities, or a similar specialist governance code relevant to their work, and report any actions taken in light of the code
  • Stakeholder feedback: the provision of regular information to stakeholders that enables them to measure the charity’s success in achieving its purposes.

‘All of the above are important considerations and will help to strengthen governance within the sector. Regular skills audits are essential as they are the primary way that charities can ensure that trustees have the necessary capabilities to undertake their vital governance role. With specific regard to the Committee’s suggestion of a template for inductions and free access for smaller charities, we have guidance on this which smaller charities are welcome to access.

‘ICSA actively supports governance in the sector and welcomes opportunities to work with partners to further enhance understanding and the application of good governance in all sizes of charities,’ adds Louise.

SEND Governor matters

I was invited to the launch of the Driver Youth Trust report, Through the Looking Glass. There were interesting presentations followed by a panel discussion. During the panel discussion StarlightMcKinzie asked a very important question, “Shouldn’t all governors be governors of SEND?” The short answer is yes. All governors should be clear that their role is looking after the interests of ALL the children and hence they are all governors of SEND too. However, many governing bodies do have a designated SEND governor. The Department for Education’s SEND Code of Practice states

6.3 There should be a member of the governing body or a sub-committee with specific oversight of the school’s arrangements for SEN and disability. School leaders should regularly review how expertise and resources used to address SEN can be used to build the quality of whole-school provision as part of their approach to school improvement.

Legally there is no requirement for a particular governor to take on the role of SEND governor. What must happen is oversight, review and monitoring of the SEND provision. The governing body (GB) decides how best to do this. Many GBs decide to appoint a SEND governor who then reports back to the GB. This, in my view, is a good way to function. The advantages of having a named SEND governor are

  • One named person takes the lead and ownership and then reports back to the whole GB
  • There are many areas which the GB needs to monitor and for all of these areas school visits will form an integral part of the monitoring. Having named governors for these areas means that the
    • Work load is divided and few governors do not end up doing all the tasks. As governors are volunteers this is essential so that their time is utilised effectively
    • Having one governor “look after” SEND means that one governor is then “accountable” for monitoring. This ensures that SEND doesn’t get neglected because everyone assumed someone else would do it
  • The SEND governor would, as part of the monitoring visits, meet with the SENDCo. One named governor performing the role of SEND governor means that the SENDCo can develop a professional relationship with that person. This would be difficult if different governors came into school to have conversations with the SENDCo
  • Because these monitoring visits would be arranged between two people, the SEND governor and the SENDCo, it would be easier for them to schedule regular visits as only two diaries need to be consulted. Different people coming in to meet the SENDCo would be more difficult to arrange than just one governor visiting. Having more than one person coming in may also increase the workload of the SENDCo as different people may want to focus on different things and also lead to duplication
  • Governors should attend training which would help them to function effectively. Having one named governor taking on the role of SEND governor means that there are more chances of this governor attending relevant training/briefing.
  • Different governors bring different skills to the boardroom. The GB may be lucky enough to have someone with a good understanding of SEND issues or someone who is interested enough to attend training/briefings/read research so as to become well informed of SEND issues. Giving this governor the role of SEND governor means that the GB is utilising the skills available to it effectively

Though having one named governor is, in my opinion, a good way to monitor and evaluate the SEND provision, the GB must ensure that ALL governors are aware of the issues and take responsibility for the SEND children. This is done by ensuring there is regular reporting by the governor and SENDCo and that SEND is a regular item on the agenda. At the end of the day although having one named governor is an efficient way of performing the role, the GB is a corporate body and the responsibility is a corporate responsibility.

Some other points to consider:

  • It may be better not to take on this role in the school your child attends if you are the parent of a SEND child
  • The SEND governor should have frequent meetings with the SENDCo (perhaps termly so that the GB has reports to consider at every meeting).
  • It would also help if the SEND governor could also meet with the pastoral team in order to get acquainted with the complete picture of the support available to SEND children

Are there any other points which should be added to the above?

Competency framework matters; personal attributes of effective governors

The Competency Framework lists personal attributes which governors should bring to the board in order to ensure effective governance. I have previously posted slides which detail the competencies needed by all governors, by chairs and by at least one person on the board. Below are slides dealing with the personal attributes of effective governors.

 

Academy Directors and their duties matter

This is a short blog. I thought it would be good to remind ourselves that although we are volunteers, we have various duties  placed upon us. Academy governors are company directors and therefore need to comply with Company Law. They are also charity trustees so need to comply with Charity Law too. Then there are the seven principles of public life.

Trustees’ Six main duties

  1. Ensuring that the charity is carrying out its purposes for the public benefit
  2. Complying with the charity’s governing document and the law
  3. Acting in the charity’s best interest
  4. Managing the charity’s resources responsibly
  5. Acting with reasonable care and skill
  6. Ensuring the charity is accountable

Duties of Directors under the Companies Act 2006

  1. Duty to act within powers
  2. Duty to promote the success of the company
  3. Duty to exercise independent judgment
  4. Duty to exercise reasonable care, skill and diligence
  5. Duty to avoid conflicts of interest
  6. Duty not to accept benefits from third parties
  7. Duty to declare interest in proposed transaction or arrangement

 Seven Principles of Public Life: Nolan Principles

Selflessness
Holders of public office should act solely in terms of the public interest.

Integrity
Holders of public office must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work. They should not act or take decisions in order to gain financial or other material benefits for themselves, their family, or their friends. They must declare and resolve any interests and relationships.

Objectivity
Holders of public office must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.

Accountability
Holders of public office are accountable to the public for their decisions and actions and must submit themselves to the scrutiny necessary to ensure this.

Openness
Holders of public office should act and take decisions in an open and transparent manner. Information should not be withheld from the public unless there are clear and lawful reasons for so doing.

Honesty
Holders of public office should be truthful.

Leadership
Holders of public office should exhibit these principles in their own behaviour. They should actively promote and robustly support the principles and be willing to challenge poor behaviour wherever it occurs.

 

Parent governor matters

The move to make governing boards skills based and move away from the stakeholder model has been on the cards for a long time. Lord Nash famously stated, “Volunteer, not amateur”. That comment was welcomed by governors as an indication that the government recognised the importance of governor training. Looking back now I think that was perhaps the first indication of the direction of travel.

The Governors handbook published in January 2015 said

The eligibility criteria for elected parent governors and staff governors remain the same; but when a vacancy becomes available, governing
bodies should make clear the skills they are looking for, to inform the electorate.
(Page 39. My emphasis).

Under Governor Elections, the Statutory guidance for governing bodies of maintained schools and local authorities in England (Aug 2015) stated

22….The best governing bodies set out clearly in published recruitment literature: ….any specific skills or experience that would be desirable in a new governor, such as the willingness to learn or skills that would help the governing body improve its effectiveness and address any specific challenges it may be facing. (Page 9. My emphasis).

The Governance handbook issued in November 2015 said

All boards, however many schools they govern, need people with skills appropriate to the scale and nature of their role; and no more people than they need to have all the necessary skills. (Page 5; Foreword by Lord Nash. My emphasis).

2….They include the importance of the board having: The right people with the necessary skills…. (Page 7. My emphasis).

3. All boards of maintained schools, academies and MATs should be tightly focused and no larger than they need to be to have all the necessary skills to carry out their functions effectively, with every member actively contributing relevant skills and experience. (Page 20. My emphasis).

5. The membership of the board should focus on skills, and the primary consideration in the appointment and election of new governors should be acquiring the skills and experience the board needs to be effective. Boards should therefore develop a skills-based set of criteria for governor selection and recruitment… (Page 20. My emphasis).

6. Meaningful and effective engagement with parents, staff and the wider community is vital, and not achieved by the presence of various categories of governor on the board. Governors must govern in the best interest of pupils; it is not their role to represent a stakeholder group. (Page 20)

8…Where governors are elected, every effort should be made to inform the electorate about the role of a governor and the specific skills the board requires and the extent to which candidates possess these. (Page 21. My emphasis).

Under present regulations, boards are required to have at least two parent governors (in a MAT they can be at the board level or on the LGB). Parent governors are appointed through elections. If no parent stands for election the board can appoint a parent to the position of the parent governor. Then came the White Paper, Educational Excellence Everywhere, which stated

3.30. We will expect all governing boards to focus on seeking people with the right skills for governance, and so we will no longer require academy trusts to reserve places for elected parents on governing boards. We will offer this freedom to all open and new academies, and as we move towards a system where every school is an academy, fully skills-based governance will become the norm across the education system.

The White Paper did not come as a surprise to me as reading the above extracts from the handbook etc I had been expecting this. It has led to people complaining that the government is planning to remove parent governors (they are not; they are just removing the requirement). As things stand at the moment academies are free to have LA governors if they want to. Some academies opt to have them; others drop that clause from their Articles. This is what I think the government wants to happen with parent governors too. If a trust wants to retain parent governors then they can. What the White Paper suggests is that if a trust decides not have parent governors, it will be given the freedom to do so.

Those opposing this say this reduces parental engagement. The government had already made it clear that they do not see parent governors as means of engaging with the community.

6. Meaningful and effective engagement with parents, staff and the wider community is vital, and not achieved by the presence of various categories of governor on the board. Governors must govern in the best interest of pupils; it is not their role to represent a stakeholder group (Governance handbook, Nov 2015; Page 20).

Others point out that this will reduce the role democracy plays in education. Jonathan Simons of the think tank Policy Exchange has written eloquently about the role democracy plays (or not!) in education. I started my governor journey as an elected parent governor in a secondary school with just over a 1,000 students. As each parent/carer is entitled to vote, I assume nearly 2,000 ballot papers were sent out. I won the election and though I can’t remember the exact number of votes, I think they were in the region of 150 votes. Not an overwhelming mandate, wouldn’t you agree?! I suspect this low turnout is true for many, if not most, parent governor elections. So, although I became a governor by standing for election, I’m not too worried about not appointing governors through elections. (I also think that in many cases parent governor elections are a popularity contest, which is my other worry about appointment of governors through elections.)

Some of the objections to the White Paper have been based on the fact that

  • The Conservatives won the election by getting only around 36% of the votes and hence don’t represent the country
  • The White Paper proposals were not in the manifesto and hence undemocratic.

Both of the above objections have been addressed by Tarjinder Gill in her blog. (Targinder’s website is being revamped so this link is currently unavailable).

Parent governors are not parent representatives. Once they enter the boardroom they need to think, discuss, ask and vote according to what they think is in the best interest of ALL the students. As must other governors! So, I am not too worried about removing the requirement of having elected parent governors but seeing the strength of feeling I think what the government should do is as amend the proposal so that it says:

We will expect all governing boards to focus on seeking people with the right skills for governance. Local governing bodies (LGBs) will have two, and only two, parent governors. LGBs will be free to appoint parent governors either through election or appointment. These parent governors (irrespective of whether they are elected or appointed) will be subject to the same rules and regulations as other appointed governors.

The above modification retains the role of the parent governor at the local level (where they will be of most value) but removes the need to hold elections. This, I think, is a good compromise. It allows those LGBs who want to hold elections to continue to do so but as it frees those LGBs which may historically know they will not get anyone to stand for election, thus saving them time and money. It also allows LGBs to appoint a parent whose skill is needed but who may not want to stand for election or having stood, not win. This is not something which doesn’t happen under the present system. Many GBs co-opt parent governors who have come to the end of their term but whose skills are valued by the board. It will also allow the government to say, “You asked, we listened”.

Note 1: The Governance handbook when discussing federations states:

40. We have recently consulted on reducing the requirement for parent governors from one per school to two, and only two, with the proposed changes expected to come into force from September 2016.

I wonder if the above change will now come into effect or be quietly dropped while the government waits and sees how the White paper progresses.

Note 2: Jonathan Simons has also argued about retaining parent governors.

Note 3: Lord Nash explains the government’s thinking about parents and parent governors in the White Paper. School Week’s article discussed this here.

Feedback from Twitter:

Update: I have been asked if the number 2 refers to the number of governors in the “Parent governor” category or does it include governors who are appointed as governors in another category but happen to be parents too. My proposal is that number of governors in the “Parent Governor” category be limited to two and if other governors happen to be parents then they would not count towards the Parent Governor “quota”.

The Governance handbook Section 3: Working out what’s new matters. Part 4

This blog looks at Section 3 of the new Governance handbook. Additions in the new handbook are in red. Black text indicates that the text is from the old version and my comments are in green. The numbering used is that of the Governance handbook.

Section 3 – People

3. The department has given governing bodies more freedom to determine their own constitution, in addition to relaxing rules that, in the past, have meant some governing bodies had to be large. The department wants governing bodies to be All boards of maintained schools, academies and MATs should be tightly focused and no larger than they need to be to carry out their functions effectively with every member actively contributing relevant skills and experience. In general, the department believes that smaller governing bodies boards are more likely to be cohesive and dynamic, and able to act more decisively. Boards cannot afford to carry passengers.

The last sentence is a strong statement and one which I feel should be clearly stated as here.

5. The membership of the governing body should focus on skills, and the primary consideration in the appointment and election of new governors should be acquiring the skills and experience the governing body needs to be effective. Boards should therefore develop a skills-based set of criteria for governor selection and recruitment which can also be used to inform ongoing self-evaluation and governor training. For maintained schools, the School Governance (Constitution) (England) Regulations 2012 require all appointed governors to have the skills required to contribute to effective governance and the success of the school.

6. Meaningful and effective engagement with parents, staff and the wider community is vital, but not guaranteed and is not achieved by the presence of the various categories by the presence of the various categories of governor on the board.

Replacement of “not guaranteed” by “not achieved” is indicative of the fact the Department does not think engagement with stakeholders can be via stakeholder governors.

7. Governing bodies may consider re-constitution if things are not going well – for example following an Ofsted inspection or in the light of an external review. They may also consider re-constitution as a positive and proactive move to ensure they are fit for purpose for the future, including in the context of a conversion to academy status They should also reflect regularly on whether they have the right overall balance of people and skills, and consider the benefits that might result from restructuring the board’s constitution and membership. A Possible Road Map for Governing Board Reconstitution’ aims to help boards with the practicalities of how to approach the process of reconstitution.

8. Boards and others responsible for nominating or appointing governors should make use of all available channels to identify suitable governors. Where governors are elected, every effort should be made to inform the electorate about the role of a governor and the specific skills the board requires and the extent to which candidates possess these.

12. Having some members who have no close ties with the school can help ensure that the board has sufficient internal challenge to how they carry out their strategic functions.

This is interesting. Some boards may have a large number of governors who have close links with the school. This can happen when the term of a governor ends and the board re-appoints them in a different category.

17. Effective boards seek to secure or develop within their membership as a whole expertise and experience in analysing performance data, in budgeting and driving financial efficiency, and in performance management and employment issues, including grievances. They seek to recruit and/or develop governors with the skills to work constructively in committees, chair meetings and to lead the board.

19. All trustees of academies must by DBS checked, and the department is consulting on introducing the same requirement for governors of maintained schools – details on DBS checks in schools are within the statutory guidance Keeping children safe in education.

3.4 Transparency

29. Governors hold an important public office and their identity should be known to their school and wider communities. In the interests of transparency, all schools and academies boards should publish including
on their school website up-to-date details of the structure of the governing body and any committees, together with the names of their governors and their particular roles and responsibilities within that structure their governance arrangements in a readily accessible format. Further detail of the information that should be published is available in the statutory guidance Constitution of governing bodies of maintained schools and in the Academies Financial Handbook.

The details of what should be published has been left out and replaced by the link to where this can be accessed.

Part One looked at Contents

Part Two looked at Section 1

Part Three looked at Section 2

Shena Lewington has an online version of  Section 3 on her website

Understanding academy governance terms matters

There are over 4000 schools which are now academies. This number is set to increase, especially if the new Education and Adoption Bill goes through. Academies are governed by their governing boards or boards of directors. Over the past few months I have come to realise that there is a great deal of confusion over the various terms which are used when we talk about academy governance. This confusion exists amongst the public in general, governors of maintained schools and, more worryingly, amongst some governors of academies. Here is my attempt to try and explain some of these terms in plain English.

Company limited by guarantee

Academies are companies limited by guarantee. When the school converts to academy status it becomes a company which is a legal entity. The company becomes liable for debts. If the academy was not a limited company then the people responsible for the running of the academy would become personally liable for its unpaid debts if something were to happen which meant that the academy could not meet its liabilities (staff pay, equipment on lease, etc). As academies are limited by guarantee companies, the liability is limited to the amount set out in the Articles, which is typically a nominal sum (£1.00-£10.00). In other words if the academy were to close its doors then the Members will only pay the amount specified in the Articles.

Members

Companies limited by shares are owned by shareholders who are paid dividends from the profit of the company. A company limited by guarantee, such as an academy, has no shareholders. It has, instead Members.

What do Members do?

Members do not run the company (the academy); they appoint (and can remove) some of the Directors (governors) who do so on their behalf. Members have the power to amend Articles (depending upon the version of the Articles, they may need to seek approval from the Secretary of State to do so). Members can hold general meetings but they do not have to do so. They can do most of what they need to do via written resolutions or special resolutions (written resolutions will need a majority to vote in favour in order to be carried and special resolutions need 75% votes in favour to be carried). Members hold one Annual General Meeting (AGM) where the accounts are presented. Members hold the Board of Directors to account.

When a school converts to academy status the persons signing the Memorandum of Association become the first Members. There must be at least three signatories but DfE recommends that there be at least five. Under the latest version of the model articles an employee of the Academy cannot be a Member. This means that the Head cannot be a Member now.

Directors

Maintained schools are governed by governing bodies and people sitting on these bodies are called governors. Academies are governed by their Board of Directors. They perform the same statutory functions (as outlined in the Governors’ Handbook) as maintained school governors and therefore they can be called governors. As academies are companies the persons responsible for the running of the company are Directors for the purposes of Company Law. Academies are also charities and people who govern charities are trustees for the purposes of Charity Law. So, people sitting on academy boards of directors can be referred to as Directors/Trustees/Governors. It is imperative that people sitting on the academy boards understand that they have duties placed upon them as governors as well as duties placed upon them by Company Law as Directors and by Charity Law as trustees. Not understanding this can have serious consequences as people may be breaching Company Law or Charity Law without knowing that they are. (A complication arises with MAT’s as people serving on local governing bodies of MAT’s are not governors in the true, legal sense. See here and here for more details).

What do Directors do?

The Board of Directors are responsible for governing the academy and making sure it meets its objectives. The core statutory duties are explained in the Governors’ handbook and are

  • Ensuring clarity of vision, ethos and strategic direction
  • Holding the head to account
  • Ensuring the financial health of the school

The Board of Directors is a corporate body and the powers that the Directors have are that of the collective body. Directors have no individual powers unless they have been conferred on them by the Board.

The above can be summarised as below.

MAT_Snip_1

 

MAT_Snip_3

Thankyou to Katie Paxton-Dogget for her suggestions and Steve Penny for help with the graphics.

 Update: 16 March 2016 George Osbourne, in his budget speech, announced that all schools were to become academies by 2020. This led to people claiming education was being privatised and that thus spelt the end of comprehensive education. Laura McInerney wrote a very informative piece on “What is an academy” where she answered this and other questions.