Introduction to Multi- Academy Trusts

Transcription

1 Introduction to Multi- Academy Trusts Updated: June

2 Introduction to Multi-Academy Trusts Given the increasing prevalence of multi academy trusts (MATs), this document attempts to explore the issues for governance in MATs, whether schools are considering forming one or are reviewing how their existing MAT works. This is the second version of this document and we are open to modifications in future versions. If you have any comments or if there are further topics that you would like to see covered please do let us know by ing About the National Governors Association (NGA): The NGA exists to improve the well-being of children and young people by promoting high standards in all our schools, and improving the effectiveness of their governing bodies. The NGA is the only independent body representing school governors and Trustees at national level across England. We support governing bodies in both local authority maintained schools and academies. About Browne Jacobson: Browne Jacobson is a national law firm, with over 660 staff across five offices. They are ranked as a Number One firm nationally by Chambers & Partners Directory and cited in Legal 500 as being the undisputed market leader in the education field. They have been heavily involved in contributing to the legal aspects of the development and implementation of the Coalition s education policy, through contributions to Policy Exchange reports and have cutting edge knowledge of the issues facing the education sector. They provide NGA s legal service, which is available to GOLD members of the NGA. 2

3 1. Why Governance is important As Sir Michael Wilshaw, Her Majesty s Chief Inspector of Schools, said at NGA s 2012 Summer Conference: Without strong and effective governance, our schools simply won't be as good as they can be. Lord Nash, in the January 2015 edition of the Department for Education s (DfE) Governors Handbook, states something very similar: Governing bodies have a vital role to play in driving up school and pupil performance and ensuring that resources are used well to give every child the best possible education Emma Knights, Chief Executive, National Governors Association has said: Organisations with strong governance do not fail. The DfE s Governors Handbook lists the following as the three core strategic functions of governance: 1 1. Ensuring clarity of vision, ethos and strategic direction; 2. Holding the headteacher to account for the educational performance of the school and its pupils and the performance management of staff; and 3. Overseeing the financial performance of the school and making sure its money is well spent. 2. Why multi-academy trusts are important? More and more schools are joining Multi-academy Trusts (MATs). As of 1 st May 2015, there were 4674 academies open in England out of about 21,450 schools. About half of these academies are in some sort of group arrangement; and the majority of those group arrangements are MATs. It is important to consider the opportunities that these groups bring to improving pupils education, but also the challenges and opportunities for governance. Ofsted s annual report for 2013/14 (published in December 2014) says: Too many academies do not receive effective challenge and support. More than 2,000 academies are not part of a MAT and some have become isolated. Isolation can lead to underperformance. Our analysis of academies that experienced a sharp fall in inspection 1 See the Department for Education s Governor Handbook, page 7. Accessed 22/1/

4 grade last year shows that most had not made arrangements for external support and challenge until it was too late and serious decline had set in. Local authority maintained federations a similar, although not identical, arrangement in which a group of schools is governed together - have been shown to have a number of advantages: 2 first and foremost in improving pupils progress, but also in offering more development and progression for staff, as well as offering financial efficiencies. While not as well documented as federations, there are also emerging examples of the benefits of MATs: Enhancing teaching, learning and professional development through rapid access and availability to sources of excellence and specialists; Better curriculum and extra-curricular offer and more; Leadership and management improved as succession planning is enhanced by wider range of developmental opportunities; Economies of scale including sharing of business staff and policies/procedures, improved deployment of resources; and procurement of joint services; Provides a structure for any potential under-performing school being supported by good and outstanding schools; and More effective governance, including comparison of schools. 3. What is a multi-academy trust? A MAT is a single legal structure (see Figure 1, below) that is responsible for maintaining, managing and operating multiple academies within it. A board of trustees/directors is appointed to govern the MAT but often there is delegation to local academy level committees, commonly known as local governing bodies. Every academy trust has articles of association, its legal governing document, that sets out the governance composition and procedures for the academy trust. Figure 1 MAT: 2 NCTL report 2014: The governance of federations; Ofsted 2011 Leadership-of-more-thanone-school; The Road to Federation 4

5 This can be contrasted with an umbrella trust arrangement (see figure 2), where individual academy trusts work together under the framework of an overarching charitable trust that can be used to facilitate the sharing of resources and joint procurement. This structure is generally regarded as a less formal arrangement because the umbrella trust may not have the ability to intervene if a school begins to underperform. In addition, each academy trust retains its individual autonomy. Figure 2 Umbrella Trust: These structures can also be combined and this might especially allow local MATs to operate while under the framework of an overarching trust. See figure 3. Figure 3 Hybrid: The MAT structure has been the preferred DfE model as it offers the ability to intervene quickly and robustly when any school in the MAT is underperforming. Umbrella Trusts are generally regarded as a more informal form of collaboration because the overarching charitable trust may not have intervention powers should one of the academy trusts in the group start to perform poorly. Even where an umbrella trust does have intervention powers this will inevitably lead to a delay in action because of the governance structure and the interventions may look and feel different compared to a MAT. 5

6 There are, however, a number of different ways in which governance can be managed within a MAT, depending on the level of delegation that is in place (see 5.3 below). Are there differences for sponsored schools? Legally there is no difference between sponsored and non-sponsored academy trusts. In general, sponsored academies are those which are not performing well and need additional support to improve pupil achievement and attainment. More recently this takes the form of the school joining an established MAT or linking with another better performing school to create one. The vast majority of sponsored academy groups are MATs and in a sponsored situation there is likely to be less delegation at local level (see 5.3 below) 4. Understanding the different roles in a MAT All those involved in governance must understand their role and responsibilities. Governance is ineffective if those within the structure do not understand who has responsibility for what and where authority lies when decisions are to be made. It is clear from the work both NGA and Browne Jacobson undertake advising those involved in governing MATs that there is often confusion as to what decisions are to be taken by whom and at what level within the governance structure. Whether you are considering establishing a new MAT, joining a MAT or reviewing the existing governance arrangements of your own MAT, all those involved in decision-making need to be informed as to the nature of the governance structures being considered. Some of these decisions can be changed at a later date, usually by the Board of Trustees, and not by the local governors at an academy level. There are eight elements to effective governance: 1) The right people around the table; 2) Understanding the role & responsibilities; 3) Good chairing; 4) Professional clerking; 5) Good relationships based on trust; 6) Knowing the school the data, the staff, the parents, the children, the community; 7) Committed to asking challenging questions; and 8) Confident to have courageous conversations in the interests of the children and young people. These apply whether a MAT Board or a local governing body, although there will be some differences in how well each school needs to be known. An academy trust is set up as a company limited by guarantee, and by way of the Academies Act 2010, is an exempt charity. There will be trustees (who are also the company directors) and members of the academy trust. In a stand-alone academy the trustees are usually still referred to as governors, although they are still directors and charitable trustees. In MATs there is usually an additional layer of governance the local governing bodies or councils. The board of trustees will 6

7 agree what decision-making powers are delegated to these local governing bodies or councils (typically through a written document called a scheme of delegation, or terms of reference) but the board retains ultimate accountability for each academy within the MAT. The members of the academy trust have a very hands off role in terms of management of the academy trust. The members role is to monitor the performance of the trust and hold the trustees to account. In reality, the members will meet rarely (for example once a year to approve the auditors and the accounts), although they do have an important role in appointing persons to the central MAT board. Under the current model articles a member of staff (including the headteacher) cannot be a member. Trustees and company directors are terms that are used interchangeably as they will refer to the same persons; in a MAT these will be the people appointed to the main Board and in a single academy trust this will be the people appointed to the governing body. These roles come with specific legal responsibilities including: - making sure the academy trust complies with the law and its governing document, e.g. regard must be had to guidance released by the Charity Commission, 3 as well as the requirements in the funding agreement, articles of association and the Academies Financial Handbook.; - acting responsibly, in the interests of the academy trust; - exercising independent judgement; - managing any conflicts of interest; - exercising reasonable care and skill - using relevant personal knowledge or taking; professional advice where appropriate; - promoting the academy trust s success. While most MATs have some sort of local governance at individual academy level, the actual responsibility and authority delegated to these local committees differs hugely from one MAT to another. Some MATs have chosen to establish local governing bodies that function in much the same way to a maintained school governing body. These local governing bodies will have local governors on them that may be appointed or elected. Other MATs have decided against having decision makers at local level and instead have local advisory boards or councils whose role is to inform the central board of the performance and issues at the local academy level. As such, very few decisions might actually be taken at a local level. It is also possible to have different approaches to academies within the MAT. 3 See for example: Academy Schools: guidance on their regulation as charities, CC3 The Essential Trustee: what you need to know, and CC8 Internal Financial Controls for Charities. 7

8 The role of these local committees is on a sliding scale with different MATs delegating different things to academy level. For ease of use we will refer to academy level bodies as local academy committees to encompass both advisory boards/councils and local governing bodies. 5. Structures A governance structure should fit with the complexity of the organisation. The same governance model for a MAT that supports and maintains 20 schools is not going to be the same for one that has 8. Firstly, when considering any governance, question where you are now and where you are likely to be in 3-5 years time. Matching the structure to your strategic plan priorities such as growth of the MAT and school improvement, should stop you from reviewing the governance more frequently than necessary. 5.1 Setting the vision and strategy Before embarking on a decision about structure of the MAT, the strategy of the trust should be considered to ensure that a structure isn t implemented that is going to create more work and hamper effective governance down the line, for example should the MAT expand. NGA has worked with Wellcome Trust to produce a Framework for Governance to assist governing boards in coming up with a strategy for the trust. The trust should have a vision of what it wants to look like in the next 3-5 years with the strategy created to detail how the vision will be achieved. The governance structure should aid this strategy and allow it to be monitored in a timely and efficient way. 5.2 Composition of the MAT Board We ve identified three main types of trust board constitution that are presently operating within MATs: Representative of individual academies i.e. made up of members of the constituent local academy committee and headteachers. While this can allow continuity and communication between the various levels of governance in a MAT, it can mean that there is less objective assessment of how the individual academies are performing resulting in potential conflicts of interest. It also has the disadvantage of becoming unwieldy as the MAT grows it will not be effective to include a representative, let alone two, from each academy once the MAT has responsibility for more than about a dozen schools. Furthermore, having several headteachers on the board can potentially confuse roles. In the charitable sector chief executives are generally not trustees as it is seen as a conflict of interest to serve on the board which holds one to account; we do not take the same approach in schools where almost always a headteacher is a governor. However, although conflicted, there is only one person on the local academy committee who is carrying out the role of executive and non-executive, but on a MAT Board with several headteachers who are trustees, NGA is concerned that the non-executive trustees may be less able to hold the executives to account. 8

9 Traditional - i.e. with trustees drawn from stakeholder groups, such as the staff team, the parents and the community. This tends to be more common where there are only a few schools in the MAT. Appointed Where the membership of the board is separate from the constituent academies with the trustees mostly appointed by an external body or organisation. This is most often the case in sponsored academies where the sponsoring organisation may appoint the trustees. Many MATs use a combination of these three main types, for example with some appoint and some representation from local academy committees. Consideration needs to be given to how the board of trustees will be appointed and where the board members will be drawn from. Democratic accountability and accountability by a board are not the same thing, and it is essential for good governance that trustees not only understand their role but are able to discharge their duties and responsibilities effectively. Without the right people, the structure is largely irrelevant. Getting people with the necessary skills to effectively govern is a key priority and something that boards and any sponsors - need to prioritise. This might be a case of contacting local employers that are likely to have employees with the skills that you are looking for, or indeed using SGOSS or Inspiring the Future to help you find skilled persons in your area. Crucial Questions: - Is succession planning for those in governance roles happening in the MAT? - How will the structure enable the development of those individuals? - How will you recruit appropriately skilled persons? - Are you using the governance structure to build in strength and accountability or are too many people sitting at several levels? - Have you got the people with the right skills at the right level? 5.3 Delegation Deciding what decisions to delegate, and importantly, what to retain at trustee level are decisions that the board will have to make. This detailed information will not be set out in the articles of association, the MAT s governing document, and therefore many MATs will agree a scheme of delegation/terms of reference to expressly set this out. However NGA and Browne Jacobson strongly advise that every MAT needs to have a document that sets out what decisions are delegated. Such a document clearly allows everyone to know their role and where responsibility lies. It is also important when schools are in discussions to establishing a MAT or a new school is considering joining an existing MAT that all parties are clear what they are signing up to. A well drafted document will enable everyone involved to understand what is expected of them so both the board and the local academy committees can effectively review their own effectiveness. It s important to remember, accountability cannot be delegated. The board of trustees will remain accountable for all decisions that are taken by committees, including local academy committees. 9

10 Knowing the organisation you govern is another of the essential element of effective governance, and the more schools which are monitored by and are accountable to the Board; the harder it will be for Trustees to know what it is governing. The level of delegation does vary but it is inevitably going to be harder for larger MATs to control everything from the centre. It is likely that more will be need to delegated the more schools join and the larger an organisation gets. Smaller MATs consisting of two or three schools may be able to keep all decisions at one level but beyond this size it is going to be difficult. This isn t simply about size though; it also about ethos: how committed is the Board to devolution and local decision making? Many smaller MATs do retain local level governance with the board of trustees acting to oversee the whole operation and intervene where necessary. Some MATs have a tiered approach to delegation whereby schools that need improvement will only have advisory councils at academy level with little or no decision-making, while higher performing schools will have much more delegation and freedom. This is sometimes referred to as earned autonomy. The detail around how this works would need to be considered and tailored to the context of the individual academy. For example, while the school might be performing poorly, the leadership and local governance could now be good so restricting delegation in that instance could harm school improvement and not help it. However the more usual scenario is for a school which is under-performing on joining a MAT to have fewer decisions delegated to academy level until the local governance and school leadership has proved itself to be good. The DfE s model articles allow a local academy committee to govern more than one academy (but some existing academies have already got this power included within their Articles of Association) and so it won t be necessary to have one local academy committee for every academy. Local academy committees Most MATs that we come across have some local board at academy level, but with much variation as to what is delegated to them. The body at the academy level is essentially a committee of the Trust Board. In practice they are often, although not always, called local governing bodies. However this is not helpful terminology as they do not necessarily have the same responsibilities as maintained school governing bodies (see section 4.1). The DfE Governors Handbook does use the phrase local governors to describe those governing at academy level, but then distinguishes this role from those MATs who have only advisory councils at academy level. In our experience, academy level committees have tended to retain the traditional types of constitution, with staff and parents represented. This is often because these local committees are closer to the individual schools, were drawn from the previous governing body and operate as an eyes and ears for the board of trustees. The DfE requires elected parents to sit either on the local level or on the board of trustees, so MATs thinking about changing their governance arrangements will have to incorporate this mandatory requirement. While some MATs have all the local committees with the same composition, other MATs have allowed individual local committees to decide on their own composition within certain parameters, 10

11 to allow them to meet the needs of the individual academy. Under the current articles of association local committees can delegate their functions to sub-committees if they so wish. The exact skills make-up that any committee is depends upon its responsibilities. Local academy committees that have financial and staffing matters to contend with will benefit from having members with knowledge of these areas on them. This is so that they can understand information that they are presented with and are confident, supporting and challenging senior leaders on decisions both proposed and taken - not so that they can attempt to do the school leader s job for them. Composition of other committees As we might expect different MATs have come up with different organisational structures. There is a lack of research that makes it difficult to say that one structure is going to be advantageous over another. It s about what works in your situation but you shouldn t be afraid to try something and change it if it doesn t work. Inevitably the committee structure is going to relate to the amount of delegation that you have to local academy committees. A centralised structure where the local academy committee is merely advisory and involved in monitoring only progression and attainment is not going to need many, or even any, committees below it. A local academy committee that looks more like a conventional governing board, however, may well need more committees below it in order to look in depth at some of its delegated areas. MATs we ve come across have done some of the following: No committees The size of the MAT should be reflected in the size of the governance structure. As such, a small MAT may only have one level of governance, without local academy committees for each school, and resemble a maintained federation governing body. However it can result in too large a workload for one board and serious thought needs to be given to whether one board could cope without any committees. Trust committees These are often committees that report directly to the board of trustees. These might be used like committees in a maintained federation, such as one covering resources issues and another on educational achievement. This allows the needs of the whole MAT to be looked at when considering priorities and allows good practice to be shared. Committees to Local Academy Committees Often academy trusts leave it to local academy committees to decide how they should best structure themselves. In NGA s experience, many local academy committees have retained a similar subcommittee structure from their maintained school days e.g. resources committees and education committees. However this may change in future if intermediate boards are introduced and MATs 11

12 may begin to operate more like LA federations rather than stand-alone academies or maintained schools. Crucial questions: - Do you want a more central or local approach to governance? - How much responsibility should the local academy committee have? - Whilst it can be tempting to keep as much delegation a standalone school are you sacrificing some of the potential of benefits of being in a MAT? - Do the committees complement one another? - Will you have a stepped process with different levels of delegation for different schools? - Do academies within the Trust have to earn their autonomy? - Will there be a formal process for rescinding delegation if the performance of the academy is found to be poor? - Will there be a formal process for increasing delegation if the academy performance improves? - Which level will be looking at the detail of data and how will the trust board know when to intervene? - Does the proposed committee structure encumber rather than enhance effective decisionmaking? - What will the time commitment and cost will be for the MAT to run and properly service the proposed structure? 5.4 Communication Interaction between the various levels is critical, so that all governance tiers appreciate the structure and what has been decided. While the MAT can delegate decisions down from the central board level, accountability cannot be delegated, and so the board of trustees need to know what decisions have been taken on their behalf by various committees. A governance manager or clerk that works across the MAT can aid this communication and ensures that all the local academy committees are operating within the same framework. It can also allow them to better understand the bigger picture of the MAT that the committee are working in. This might consist of: Reports produced by the chair of a committee highlighting decisions taken and any outcomes for the board. Chairs reporting to the board in person, or alternatively sat on the board themselves in order to give feedback Chairs of committees meeting periodically so that they can update each other on what is happening in other academies in the organisation. Minutes of local governance committee meetings being available to trustees. 12

13 A governance manager for the trust who can provide updates and enable communication between the various boards and committees. Crucial questions: - Is the reporting a two way process so that local boards know what is happening elsewhere? - Are problems picked up in plenty of time so that they can be solved? - Does the board of trustees understand the strengths and weaknesses in each school? - What needs to be on the agenda of the local academy committee and what is merely for information? - Is the trust board provided with enough key performance indicators to come to a judgement on performance of individual academies? - What training and support is provided as the governance structure may be unfamiliar to certain governors? 5.5 Governance Challenges and Opportunities on growing a MAT With many MATs growing over time, boards should be aware of the need to have a governance model that can easily be expanded or adapted to suit its changing needs. It is essential to ensure there is good governance at every stage of an expansion. Growing too quickly can mean that there is not enough time to adapt and consolidate before expanding further. It could therefore put the performance of the academies in jeopardy. When considering governance structures, thought must be given to how this would need to change were the MAT to grow. Geographic spread Having schools within the MAT that are spread out geographically may make governance trickier, especially if committee members have to attend meetings at a central point. Although there may well be an expenses policy, it may be difficult to find committee members who are able to take time off work to do this. Thought needs to be given to how this challenge will be overcome before any schools at some geographical distance join the trust. This might be to have different persons on the different levels of governance so that local committee members don t have to attend meetings outside their area, or it could be to use the likes of video and telephone conferencing to allow participation. Governance Workload With more schools there are more decisions to be made in the organisation, with this especially true in the first few stages. Governance may be under pressure more if the school that has been taken on is in an Ofsted category or is underperforming. Relationships 13

14 Governors of schools that are joining the MAT, often want to be represented on the trust board, so it s important to think about how this request can be incorporated without changing the composition of the various boards, each time a new school joins the organisation increasing to an unwieldy size. A proposed solution to this is to introduce an intermediate level of governance (see more at 5.6 below). Some groups have asked governors from predecessor schools to formally apply for governance roles within the MAT, so that there is more focus and thought given to what skills they are going to bring, appointments to the MAT board being skills based appointments rather than position based. Be clear about what the responsibilities of the local committees are, ensuring that persons joining the local committee aren t disappointed, especially if they have few decision making powers. Sharing Practice One of the major opportunities to MATs as they grow is the ability to share governance practice and experience with other schools. Mentoring of new chairs from more experienced chairs in other local committees can take place and if a school is struggling, governors from other schools can be used to help bolster any local academy committee. Crucial Questions: - Does the MAT structure allow the sharing of practice and experience between those in the structure? - Is it clear from the Trust s website where responsibilities in relation to governance lie? - Has thought been given to how any geographical distance will be overcome? - Will governors from predecessor schools be asked to re-apply for governance positions within the MAT? - Are you reliant on a few key people within the structure or is the work shared? 5.6 Making changes as you grow As a MAT grows, the original governance structure in place on incorporation may not be able to cope in an effective way. The following are ideas that MATs can consider to improve their governance as they increase in size. Further delegation Making all decisions centrally is going to be more difficult the larger the MAT gets. There will be too many decisions to be made and too much information to be considered by a single board. Beyond five or six schools, it s going to be difficult to retain everything centrally, so deciding to delegate to local committees or possibly intermediate committees between the board of trustees and the academy level, can assist in ensuring that adequate scrutiny is given to the information and decisions presented. In essence, the more schools that are overseen by MAT Board, the more that has to be delegated to academy level. 14

15 Introducing an intermediate layer This may be relevant as a MAT grows beyond the number of schools that can be governed well by one Board. For example, before a MAT took on its tenth school, it might want to introduce two intermediate boards to which most responsibilities could be delegated leaving the MAT Board highly strategic. The intermediate board would be the one that performed the role of holding the academies to account. In effect, of the three core functions of governance identified by the DfE above for the schools performance, the first would be retained by the MAT board and the others delegated to the intermediate boards. The MAT board would have to make it clear which criteria are key when allocating schools to an intermediate board how important is proximity, phase, length of time in the MAT? The MAT Board would also want to consider exception only reporting from the intermediate board. Having intermediate boards could then leave academy level activity as largely engaging with stakeholders, as is the case with local authority federations. A variation to this approach would be to also increase the delegation to a central management team who would work directly with the intermediate board. Intermediate governance may be relevant if a MAT grows beyond one geographical area, into another. Having a regional board overseeing the local academy boards can allow problems to be spotted earlier and intervention put in place, than if one board is looking at all the schools. Having governance arranged regionally can also allow greater organisation around the sharing of staff and resources as this can be organised locally, rather than from afar. Sustainability We recommend an annual review of the effectiveness of your governance arrangements, but it would not be advisable to make frequent changes to the reporting lines for individual schools. For example, if it were decided that every four to six schools require an intermediate board, strategic planning by the MAT Board would need to be carefully done to make sure the board a school reports to does not change every time a new school is added to the MAT. Crucial Questions: - How many schools can your Board govern before workload is too great? - How many schools is the MAT likely to have in 3-5 years time and what will the governance look like then? - Has an intermediate layer of governance been considered as an option? - Is there enough time for robust accountability of senior management? - How does the structure enable strategic decision-making? - What changes can you make to the management team s responsibilities to support effective governance? 15

16 6. Conclusions Both MATs and maintained federations offer a great opportunity to use the collective talents of governors to meet the challenges of governance across multiple schools. Governance is key to enable schools improve and at the heart of this is clarity about what the role is so that everyone is clear as to duties, responsibility and authority. MATs are one structure that governing bodies can choose to use and as this document has shown, MATs offer a flexible solution to the governance of multiple schools. With such flexibility come decisions on what and how a MAT wants the governance structure to look like and function, which will inevitably depend upon the individual circumstances of the schools that are within it. The success of the MAT will depend on the strength of the operating model and clear governance arrangements. There is no one size fits all approach to MAT structures and so boards should feel confident in exploring some of the options that may enable them to better fulfil their role. 7. Further information NGA s Website - Browne Jacobson s website - APPG Twenty Key Questions - Governing-Body/Governance-Tools/Twenty-Questions.aspx APPG Twenty-one Questions for Multi-academy Trusts - News/21Q.aspx NGA/Wellcome Trust Framework for Governance - Tools/Framework-for-Governance-(1).aspx NGA/Browne Jacobson/ASCL Leading and Governing a Group of Schools - The Department for Education s Governors Handbook

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