If you are setting up a multi academy trust, what are the minimum number of executive appointments you need to make and what roles do they do?

Jessica says: In answering this question, I have focused on the appointment of the board of trustees (also known as the directors) of the multi academy trust (MAT).

Minimum number of trustees

The Department for Education’s current model memorandum and articles of association (model 1) stipulate that the MAT must have no less than three trustees and unless determined otherwise by ordinary resolution of the members, shall not be subject to a maximum.

Academy Trusts have almost complete flexibility to design the constitution of their board of trustees as they see fit but must ensure it has the necessary skills and capability to carry out its functions effectively. The first trustees shall be those appointed upon incorporation of the academy trust (as set out within the INO1 form). Thereafter, trustee appointments must be made in accordance with the procedures detailed in the articles of association.

There are a number of requirements to be aware of, namely the board must include two elected parent trustees (where the trustees have not appointed local governing bodies or there is no provision made for at least two parent local governors on each local governing body), no more than a third of the board can be employees of the academy trust and the number of trustees who are local authority associated persons must not represent 19.9% or more of the total number of trustees.

Role

Although a MAT board may delegate certain governance functions to local governing bodies, it is accountable for all the academies within the trust. The trustees are responsible for the management of the business of the academy trust and must ensure it is solvent, well run and delivers the objects as set out in the articles of association. The trustees may also exercise all the powers set out within the articles of association.

The DfE governance handbook summarises the trustee’s role into three main functions including:

1. Setting vision, ethos and strategic direction – as the key strategic decision-making body of every academy within the MAT, it is the board’s duty to set the academy’s strategic framework and ensure all statutory duties are met. The board must also ensure it has a clear vision including the level of ambition for future growth.

2. Holding headteachers to account – the board will be responsible for the academy by law and therefore the board has to hold headteachers of the academy’s to account for the educational performance of the academy and the performance management of staff. However it must be noted that the board should stay out of operational matters and allow the headteacher to exercise their professional judgement. Headteachers are responsible for implementing the strategic framework set by the board, and the board has to support the headteacher and help them in their leadership.

3. Overseeing financial performance – the board must ensure that money is well spent. This can be achieved by appointing a trustee with specific, relevant skills and experience of financial matters. All trustees of a MAT should ideally have a good understanding of financial issues and the legal requirements of the MAT.

As part of the executive appointments made, the trustees may also appoint a chief executive officer (CEO). The trustees can delegate powers and functions to the CEO to deal with internal organisation, management and control of the academies. The CEO will also implement all of the policies approved by the trustees (including those for the direction of the teaching and curriculum at academies). Provided the CEO agrees to act, the members may appoint the CEO as a trustee by ordinary resolution.

In performing the above functions, the trustees must also ensure they comply with the MAT’s articles of association, provisions of the master and supplemental funding agreements, Academies Financial Handbook, duties and responsibilities of a company director and charity trustee as set out in the Companies Act 2006 and the Charities Act 2011.

Jessica Cumming is a solicitor in the education team at law firm Gordons.

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