Governance

The governance within the University of Chichester Multi-Academy Trust is undertaken by Members, Trustees (sometimes called Directors) and Governors of individual academies. These people govern the Trust through the Trust Board and Local Governing Bodies who have delegated responsibilities from the Trust Board.

Members

The Members are akin to the shareholders of a company. They have ultimate control over the Academy Trust, with the ability to appoint some of the Trustees and the right to amend the Trust’s articles of association.

In the University of Chichester Academy Trust there are currently five Members, one of whom is also a Trustee.

Professor Symeon Dagkas, Vice Chancellor, University of Chichester
Member and Chair of the Academy Trust Board

Trustees

The Trustees are responsible for the same three core governance functions performed by the governing body in a maintained school that is, setting the direction, holding the headteacher to account and ensuring financial probity. As charity trustees, they must also ensure that they are complying with charity law requirements. Academy trusts are charitable companies and the trustees are company directors and must comply with company law requirements. This may sound daunting, but, in reality, the duties are largely the same as those of a governor of a maintained school, such as regularly attending meetings, managing conflicts of interest, seeking advice from the academy’s leadership team and ensuring the academy has appropriate procedures in place for reporting financial information.

The Chair of the Board of Trustees is also a Member, thereby ensuring a link between the two layers. However there is also an Independent Member as the Members are responsible for holding the Trustees to account and this enables some separation between those serving as Trustees and those serving as Members in order to achieve robust accountability.

Duties of Trustees

Directors of a MAT or umbrella trust are also charity trustees. There are three core duties that charity trustees must comply with: the duty to compliance, the duty of prudence and the duty of care.

Duty of compliance – charity trustees must always ensure that the charity is using its resources for its charitable purposes. The charitable purpose of an academy trust is set out in the objects clause in the articles of association. Before making any decision, directors should ask the question: ‘Does this directly further the academy trust’s objects?’ Most of the time the answer to this will be obvious but it is a good idea for directors to get into the habit of asking this question because, as academy activities diversify, it could become trickier to answer. If directors frequently ask this question they will then hopefully spot when they are considering carrying out an activity that is not in line with their charitable objects.

Duty of prudence – the duty of prudence is largely about fiscal responsibility, ensuring that the charity’s assets are protected and used for the benefit of its charitable beneficiaries. Trustees must ensure that the academy trust remains solvent and keeps up-to-date with its financial records. Trustees must ensure that the academy trust’s assets are used to meet its charitable objects – for example, it would not be appropriate for an academy to allow profit-making organisations to use its premises for profit-making activities free of charge. This example includes any trading subsidiary of the academy.

It is also important to avoid carrying out activities which might put the reputation or assets of the academy at risk. A common misconception is over financial reserves: it is sometimes assumed that a charity must ensure it builds reserves. It is sensible for a charity to have reserves to cover unexpected events but these should not be so large that the current charitable beneficiaries suffer as a consequence. Finally, if trustees are intending to invest or borrow money they need to ensure they comply with the terms of their articles and funding agreement, take special care over their decision and seek professional advice.

Duty of care – trustees must use reasonable care and skill in their work, using their personal skills and experience as needed to ensure that the academy trust is well-run and efficient. This duty also means that they should consider if it is appropriate to get external advice. This is a matter for trustees to decide but they should certainly consider getting external advice where there is a material risk to the academy trust or if there is a question of governors potentially breaching their duties. If trustees do get external professional advice then they are expected to follow it. If they do not, they should have a good reason for not doing so.

Duties of Directors

Directors have duties as charity trustees and specific duties as directors as defined in the Companies Act 2006 (chapter 2):

A duty to act within powers;
A duty to promote the success of the company;
A duty to exercise independent judgement;
A duty to exercise reasonable care, skill and diligence;
A duty to avoid conflicts of interest;
A duty not to accept benefits from third parties; and
A duty to declare any interest in a proposed transaction or arrangement

Particular note should be given to the duties of avoiding conflicts of interest and declaration of any interest in a proposed transaction or arrangement; there is a very clear requirement from both the Companies Act 2006 and also the Educational Funding Agency (within the academies financial handbook) for directors to declare any interests, financial or otherwise, publicly.

In the University of Chichester Academy Trust all Trustees are also Directors.

Trustee and Member Interests and Meeting Attendance

Governors of Local Governing Bodies (LGBs)

Individuals who sit on local governing bodies (LGBs) are referred to as ‘local governors’. This is because trustees can delegate governance functions to the local level. Trustees have complete discretion over what is delegated to each LBG. The Trust delegates to Local Governing Bodies on the basis of ‘earned autonomy’. It delegates significant functions to academies that are performing well and only a few to those academies that need greater support.

An individual Delegation Profile is drawn up for each Academy based on the scheme of delegation and using the master scheme awarded for each academy on the basis of its skills and experience.

Scheme of Delegation

A copy of our Scheme of Delegation can be found here: Scheme of Delegation

Supporting Local Governing Bodies

Local Governing Bodies are an important part of the governance of the Multi-Academy Trust. The Trust has a strong belief that an academy should be strongly grounded in its own community and the scheme of delegation and the Trust vision and objectives reflect this key driver.

Further information about our Local Governing Bodies

Visit our academy websites for further information about our local governors and how to contact them:

For enquiries about our Academy Trust governance please contact Louise Birch, Company Secretary, at L.Birch@chi.ac.uk