Governance experts have warned against a “fundamental conflict of interest” of school leaders also being trustees after all the non-staff members of an academy board resigned over the issue.

Trustees at Denmark Road High School, a grammar school in Gloucester, quit in protest before Christmas after the headteacher refused to step down from the board.

Sources close to the school have accused the Department for Education of “sitting on the fence” about school leaders being trustees, meaning it is “not easy” for boards to remove dominant chief executives.

Now Emma Knights (pictured), chief executive at the National Governance Association, has called for guidance to say “don’t have your chief executive or principal as a trustee”.

She said: “It would be much clearer. It would also seem less personal,” adding that the set-up is an “in-built conflict of interest”.

Five trustees, including the chair, at Denmark Road High School resigned in November and December after seeking to move the single academy trust to new model articles of association, according to sources close to the school. The only trustees that remained were the headteacher and two staff trustees.

The move to the latest model articles of association was a condition laid down in a financial notice to improve prompted by a £62,000 deficit sent in October 2019.

According to a source close to the school, “members were considering not re-appointing the headteacher” to the board on the advice of trustees.

But the situation “became deeply unpleasant because the head wanted to stay on as a trustee, and the trustees thought it best for her to step away, to allow for independent challenge”, the source claimed.

Head argued she should remain on board

A letter seen by Schools Week from the head, Claire Giblin, to the board shows her arguing to remain because “the headteacher as a trustee is legal” and “the headteacher as a trustee strengthens the trustee board”.

Excluding her would reduce her role to “occasional invitee to board meetings”, the letter stated.

The latest Academies Financial Handbook and Governance Handbook states that members can decide whether to make the school leader a trustee, but advises against having “other employees” on the board.

But many academy trusts still use old model articles of association – which automatically list the school leader as a governor.

In 2014, the model articles changed to say that heads may be a trustee “if their appointment is ratified by members”.

The school source said “the DfE are basically sitting on the fence about this” and called for “clear direction that this is not good practice”.

However, Andy Collyer, the school’s new chair appointed last week, said having the headteacher as a trustee follows the rules.

“The board has recently been reformed, in accordance with the current articles of the trust, following the resignation of some of the trustees,” he added.

“Our present board of trustees recognises the importance of, and abides by, the Nolan principles; they are stewards of our school, for which we are grateful.”

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Leora Cruddas

Leora Cruddas, chief executive of the Confederation of School Trusts, said chief executives also being trustees had some positives, but she added: “CEOs holding themselves to account is a fundamental conflict of interest… we would like to see a clear separation between executive and non-executive roles”.

However, she said the decision should be left with trusts – rather than ordered by the government.

There are also broader concerns over academy “oligarchs” who hold multiple governance roles.

A government-commissioned report published in October found academy governance was at risk of being “too insular” and a lack of separation in roles was “common practice”. For instance, the report found more than half of academy trust chairs also held positions as members of trusts.

But the government’s most recent governance handbook failed to outlaw the practice.