4. Non-executive leadership

Information on structures, roles and support.

This section covers the trust quality description of non-executive leadership.

The trust has a high performing governance structure where trustees and other non-executive leaders have the expertise to fulfil their functions effectively, with representation that reduces biases in decision-making. See Section 2: Governance of the trust.

The board accesses independent insight from internal and external audits, reviews of governance arrangements and other forms of expert advice. The trust provides board induction, training and review, and supports effective succession planning by building a pipeline of future trustees and committee members, with a focus on promoting diversity of thought and experience.

4.1 Establishing a high performing governance structure

A high-performing governance structure within a trust is made up of:

  • members
  • a board of trustees (non-executive directors)
  • a governance professional
  • committee members and/or local governors if the structure includes committees

It embodies strong leadership with clear lines of accountability and communication and clearly defined governance roles and responsibilities through:

  • appropriate board and committee arrangements that:
    • reflect the trust’s scale and structure
    • have the expertise to fulfil their functions effectively
    • include a range of perspectives that reduce biases in decision-making
  • avoiding duplication between the delegated powers and decision-making of the trust board and its committees, including local committees in MATs, in holding academy-level leaders to account
  • clear separation between the roles of strategic governance, oversight and operational executive leadership
  • ensuring governance arrangements and remits are clearly understood

4.2 Members

Members’ powers are set out in the trust’s articles of association and in company law. See the Companies Act 2006.

It is important that members’ do not undertake the trustees’ role. However, they will need to assure themselves that the governance of the trust is effective and that trustees are acting in accordance with the trust’s charitable objects.

To enable members to assure themselves that the governance of the trust is effective, the board provides members with the information they require. This must include providing members with the trust’s audited annual report and accounts.

Trusts must keep a register of individuals that have control of them – persons with significant control (namely members in this context) and disclose certain information to Companies House. Find out more from the guidance on people with significant control (PSCs) .

You can find out about the qualities of a member of a trust from the Confederation of School Trusts.

4.2.1 Member group composition

Trusts must have at least 3 members before entering into a funding agreement, but should have 5 members or more, as this:

  • provides a more diverse range of perspectives to enable robust decision-making
  • reduces the risks of concentrating power
  • ensures members can take decisions through special resolution without requiring unanimity

The majority of members should not also be trustees (see ATH (section 1.6). If members also sit on the trust board, this reduces the objectivity with which the members can exercise their powers. Where a member is also an trustee, they do not have and should not seek to have greater influence than other trustees.

No more than 19.9% of members can be local authority associated people (LAAPs).

Where an trust has a sponsor, the relationship between the sponsor and trust is vested in the sponsor’s right to appoint members as set out in the trust’s articles of association.

4.2.2 Annual general meetings

Any obligations for members to hold an annual general meeting (AGM) will be set out in the trust’s articles of association. AGMs are mandatory in the mainstream and Church of England model articles of association members may:

  • want to use an AGM to review the trust’s annual audited accounts and broader issues of trust governance with the board
  • instruct the trustees to convene a general meeting at any point, at which trustees may speak but not vote

AGMs:

  • provide an opportunity for members and trustees to come together at least once a year
  • help ensure that members are kept informed about the actions and decisions of the board, supporting the accountability of the trustees
  • give a formal opportunity for members to exercise their legal duties and powers in overseeing trust governance, for example, routine appointments to the board and
  • can be used to review the trust’s audited accounts and broader issues of trust governance with the board

4.3 The trust board

The trust is a legal entity and is the employer of any central or academy staff, and has responsibility for the health and safety of those staff, its pupils and any visitors. The trust board has collective accountability and responsibility for the trust on behalf of the members.

The board can delegate most operational matters. It can also delegate aspects of decision-making to a committee, but it cannot delegate responsibility and must retain overall control.

The board can decide whether trustees will have a focus on certain areas to support its strategic decision-making, often referred to as link or lead trustees.

An example of a link role is a Link governor for careers and work related learning secondary. Find out more from the Careers and Enterprise Company’s Resources for Governors’.

However, all boards should have trustees to take specific strategic oversight responsibility on behalf of the board for its:

  • safeguarding arrangements, including the Prevent duty.
  • special educational needs and disabilities (SEND) arrangements
  • careers education – in trusts which contain secondary academies

The SEND code of practice will assist boards and the link or lead trustee in supporting and promoting discussions with regards to outcomes for learners with SEND.

SEND governor questions: five great tips for meetings with SENCOs’ provides helpful information and downloadable planners and questions.

Effective boards provide confident, strategic leadership in setting the trust’s strategy and championing its vision and culture through:

  • initiating and leading strategic change and overcoming strategic challenges, acting in the best interests of pupils
  • defining medium and long-term trust-wide strategic goals, including development and improvement priorities
  • monitoring and reviewing progress rigorously against agreed strategic goals and their effective implementation
  • managing risk appetite and tolerance in line with strategic priorities and improvement plans
  • embedding appropriate strategies and risk management at every level of governance
  • informed decisions on whether to form, join or grow a group of academies, supported by strong due diligence, in line with the trust’s strategic plan

Find out more about governance structures and role descriptions from:

4.3.1 The board’s constitution

The constitution of the board will be set out in the trust’s articles of association.

An effective board is focused and no larger than is needed to have all the necessary skills to carry out its functions effectively. DfE’s preference is for smaller boards that help the board be cohesive, dynamic, and able to act more decisively on delivering its agreed strategic priorities.

Boards should have reserved places for elected parents, carers or other individuals with parental responsibilities. A MAT may, alternatively, choose to have at least 2 elected parents on each local committee.

The members can choose to appoint the senior executive leader as a trustee – no other employees should sit on the board. Trustees should not occupy staff establishment roles on an unpaid voluntary basis.

No more than 19.9% of the board’s trustees can be LAAP.

4.3.2 Suspending and removing trustees 

Only the Charity Commission has powers to suspend trustees.  

The articles or association will set out who can remove trustees from the board. In summary:  

  • the board may remove any trustee it has appointed  
  • members have powers to remove any trustee  

The Secretary of State for Education can require a trust to remove a trustee, subject to the relevant provisions being present in the trust’s funding agreement. They can also prohibit a trustee under a section 128 direction Academy Trust Handbook - Part 6: The regulator and intervention

4.3.3 Board meetings

Board meetings must take place at least 3 times a year, although trusts should consider meeting more frequently.

The board must  ensure it has the appropriate quorum to carry out its business, in line with the academy trust’s articles of association.

Boards can decide how to hold meetings, such as meeting:

  • face to face
  • virtually, as allowed in their articles of association
  • using a hybrid model, as allowed in their articles of association

Good practice for virtual board and committee meetings guidance from the Chartered Governance Institute has useful information.

In making strategic decisions the board:

  • must act in line with the trust’s charitable objects
  • must act in accordance with its governing documents and where applicable including any trust deed
  • will have a full understanding of the communities the trust serves, including the full cultural and religious diversity of the trust and its community
  • is well informed by the available evidence of what works or is likely to be effective
  • welcomes open debate from a diverse range of individuals, views and experiences
  • considers the views and needs of, the religious body, where appropriate, and the views of the trust’s key stakeholders, particularly parents and carers

4.3.4 Committees of the board

Each committee of the board (other than those in a MAT constituted under the articles as a local committee) must contain a majority of trustees.

The board must have an audit and risk committee and should have a finance committee. These can be combined where the annual income is below £50 million.

Further information is available in the ATH sections 2.5 and 3.6

The board may delegate powers to committees, in line with its articles of association. Committees can:

  • be established for a specific purpose
  • include people from another trust (a joint committee)
  • contain people not appointed to the board, in line with the articles of association.

The need to establish committees or panels does not define the size of a board.

4.3.5 Local committees in MATs

A MAT trust board can choose to have a local committee, and, in line with its articles of association:

  • may choose to delegate governance functions and decision-making to local committees
  • may appoint and remove people on local committees of the MAT
  • elect parents or carers to local committees

Local committees can:

  • connect boards and their local academies and communities
  • ensure board decisions are well-informed by the local context
  • share local information with the board
  • escalate issues to the board
  • provide meaningful engagement with parents and local communities

Local committees can be set up by a MAT board to oversee an academy or group of academies. The board will maintain close links with its local committees, enabling it to actively consider and respond to the issues and escalated risks. Even where local committees have no delegated decision-making and are purely advisory in nature, they are a full and formal part of the governance structure, as determined by the trust’s articles.

Find out more about local governance from:

4.3.6 A scheme of delegation

The scheme of delegation must set out the structure and delegated remit of the trust’s members, its board and any committees (including any local committees in a MAT).

An effective scheme of delegation will be written clearly so that everyone in and across the trust can understand the delegations and how this affects their role and that of others. The scheme of delegation will:

  • include details of all the board’s committees, including the local committee in a MAT (whether decision-making or advisory), and explain the role and remit of each
  • set out which governance powers are retained at board level, and which powers are delegated
  • make clear where all key governance functions including vision and budget-setting, senior executive leader oversight and performance management, are exercised in respect of each academy, where the board governs a number of schools
  • explain how the roles of those in the governance structures relates to that of key executive leaders (such as the senior executive leader, executive principals, regional directors, finance and HR directors) – this will help avoid duplication of work for example between the roles of the MAT executive leadership team and the local committee in holding individual academy leaders to account
  • explain the circumstances in which the arrangements set out in the scheme may vary, including both the timeframe for the overall scheme being reviewed and updated, and any triggers that might lead the board to review or change levels of delegations

Although trustees can choose to delegate certain powers, they cannot give up their legal duties to a third party – even to the members.

Find out more from Confederation of School Trusts: Scheme of delegation checklists.

4.3.7 Trustee terms of office

The term of office for trustees is set out in the articles of association.

When members or the board appoint trustees, they may set the term of office at between 1 and 4 years. This does not apply to parent trustees or local committee parent governors. Trustees may be re-appointed or re-elected if eligible, subject to the articles of association.

Where the senior executive leader has been appointed to the board (ex-officio) the time limits do not apply. If they leave their employment, they will no longer hold the trustee role.

4.3.8 Paying trustees and committee members

Trust governance is based on the principle of voluntary service. The government is committed to maintaining and promoting this principle, including the expectation that volunteering will remain the normal practice for people who sit on local committees.

Trusts are exempt charities, and trustees are also charity trustees and must comply with charity law.

This means individuals can only receive payment for carrying out their (charity) trustee duties if :

  • specifically allowed by the academy’s articles of association
  • the trust has express authorisation from the Charity Commission

In line with its duty to ensure value for money, any trust considering paying people for their role as a trustee, or to sit on any local or other board committees, should carefully review if it is:

  • in the best interests of the trust
  • in furtherance of the charitable objects
  • an appropriate use of public funds

Any such payments would most likely be for a time-limited period, for example, in relation to bringing in highly skilled individuals to oversee the improvement of an underperforming academy.

Any change to articles to allow payment to a trustee requires authorisation from the Charity Commission. The Charity Commission will only authorise amendments to allow payment to trustees on an exceptional basis and where it is in the charity’s interests. It will consider:

  • the reasons for payment
  • conflicts of interests
  • whether DfE, as principal regulator, supports the payment
  • whether payment is in the longer-term interests of the trust as a charity

A trust must:

  • avoid or manage conflicts of interest
  • comply with the restrictions in the Academy Trust Handbook
  • act in accordance with its articles of association

4.4 Specific roles on a board

4.4.1 The chair of the board

The chair can be a shared role but cannot be an employee of the trust.

The chair is responsible for:

  • leading the board and ensuring its effectiveness, with support from the vice chair and the governance professional
  • championing high standards of governance and continuous improvement
  • setting and agreeing the board meeting agenda with support from the senior executive leader and the governance professional
  • the line management of the senior executive
  • the performance review of the governance professional in their governance role within the trust
  • setting expectations for professional standards of governance, creating the right conditions to support the board’s discussions and decision-making
  • having honest conversations with trustees and committee members who are not committed or are ineffective in their role

They are also responsible for ensuring trustees:

  • understand what is expected of them and are committed to their role
  • contribute their relevant skills, knowledge and experience
  • participate constructively in meetings and display the behaviours expected of them
  • are actively involved in the work of any committees
  • receive appropriate induction, training and development

A chair will not act alone in conducting the functions of the board unless approved to do so by the board, and only in circumstances where delegation to an individual is permitted.

Delegated decisions taken by the chair should be reported in writing to the trustees as soon as possible and recorded in board minutes.

Find out more about the role of a chair from:

4.4.2 Appointing a chair

The board must elect its chair each school year (this is set out in the articles of association).

It is important for boards to put in place effective succession planning arrangements for the chair’s position. Succession planning involves a strategic process to identify, develop, and prepare trustees to move into the role of chair and ensures a smooth transition and continuity of effective leadership within the board.

A board can advertise for a chair from outside the board but in order to do so it should ensure that it:

  • has a vacant, or soon to be vacant, trustee position on the board for the person to be appointed to
  • follows its articles of association

4.4.3 The vice-chair

A vice-chair:

  • is elected on an annual basis
  • can be a shared role
  • cannot be an employee
  • supports the chair in the provision of strategic leadership and plays an important role in the trust
  • in the absence of the chair, will chair a board meeting

4.4.4 Academy trustees

The trust’s articles of association set out the minimum number of trustees the trust must  have. The articles of association also provide information about how trustees are appointed and by whom.

Trustees must :

  • apply the highest standards of governance, taking full ownership of their duties
  • ensure compliance with the trust’s charitable objects, company and charity law, and with their funding agreement
  • provide members with sufficient information to enable them to assure themselves that the board is exercising effective governance

Trustees must  comply with the following duties under charity law:

  • ensure the charity is carrying out its purposes for the public benefit
  • comply with the charity’s governing document and the law
  • act in the charity’s best interests
  • manage the charity’s resources
  • act with reasonable care and skill
  • ensure the charity is accountable

They must also comply with their statutory duties as company directors, which are described in Chapter 2 of the Companies Act 2006, and are broadly to:

  • act within their powers
  • promote the success of the company
  • exercise independent judgment
  • exercise reasonable care, skill and diligence
  • avoid conflicts of interest
  • not to accept benefits from third parties and
  • declare any interest in proposed transactions or arrangements

Trustees should not occupy staff establishment roles on an unpaid voluntary basis.

DfE recommends that trustees serve on no more than 2 trust boards or governing bodies except in exceptional circumstances.

Trustees will need to understand the purpose and importance of trust governance and the differing roles of strategic and operational leadership.

Further information on charity trustee and company directors’ duties is available:

4.4.5 Parent trustees and local committee parent governors

Parent trustee or local committee parent governor election arrangements will be set out in the trust’s articles of association.

Elected parents or carers:

  • can help boards stay accessible and connected to their local community
  • bring a parental viewpoint to the trust
  • add to the board’s range of perspectives to support robust decision-making
  • are there to represent the interests of the trust and all its pupils and not to promote the interests of their own child or the interests of other parents’ children

Elected parents, like other trustees and people appointed to the local committees, will need to have access to any support and training to ensure they can operate effectively in their role.

4.4.6 Making parent elections open and secure

Elections can be held electronically, using a secure and reliable voting system, but postal ballots must be available for all. The trust’s articles of association will contain further information on parent and carer elections.

If there are the same number of candidates as posts, or fewer, the board may appoint parents or carers as trustees or local committee parent governors to ensure that it has the necessary number.

4.5 Governance support

Strong governance support and an effective governance professional contributes to the board’s efficiency, effectiveness, productivity and compliance. It also helps in supporting an understanding of the board’s role and its legal responsibilities, strategic activities, safeguarding, culture and commercial awareness.

An effective board understands:

  • the level of governance support required across the trust, factoring it into growth plans so that future support sufficiently manages the enhanced needs of a growing trust
  • the knowledge, skills, and behaviours that are needed to deliver professional governance support and sets standards for the service it expects from the governance professional

4.5.1 The governance professional

Boards must  have a governance professional, who is someone other than an trustee, principal or senior executive leader of the trust. A trustee can undertake the role for a specific meeting if the governance professional is unable to attend.

Where the trust does not directly employ the governance professional, it may choose to use a traded service or someone who is self-employed.

Governance professionals receive direction from, and are accountable to, the board. This will normally be through the chair.

The role of the governance professional is to:

  • provide independent governance advice, guidance and effective administrative support to the board
  • support the board to meet high standards of governance, including fulfilling legal or regulatory requirements and decision-making
  • help the board to understand its role and legal duties
  • support the chair to facilitate strategic debate and decision-making
  • promote the flow of information throughout the governance structure, including between the board, its committees including local committees and members

The board supports the governance professional in identifying, accessing and allowing them to attend further training and development so they can:

  • maintain their knowledge of governance
  • accurately advise the board
  • make sure the board complies with its duties

It is the board’s responsibility to ensure the governance professional receives appropriate remuneration for their governance role, reflective of the skills, experience and advice they bring to the board.

More information on the role of a governance professional is available from:

4.6 Checks for new and existing appointments

Checks on members and trustees must include:

  • an enhanced disclosure and barring service (DBS) check (see section 4.6.1) – these are also needed for people on committees, including local committees
  • confirmation of the individual’s identity
  • a section 128 check (see section 4.6.2)
  • checks to confirm their right to work in the UK
  • any other checks, where the individual has lived or worked outside the UK, as appropriate.

It does not include a barred list check unless they are involved in regulated activity.

Further qualification criteria may be set out in the trust’s articles of association.

4.6.1 Trust chair suitability checks

The chair of the board of trustees must undergo statutory suitability checks as a condition of appointment. Checks must be completed before, or as soon as practical after, a chair’s first appointment and any subsequent reappointments. DfE performs checks on behalf of the Secretary of State.

This does not apply to persons within a maintained school that is converting to become a trust where the local authority has carried out an enhanced DBS check on that person.

4.6.2 Check for section 128 direction

Section 128 of the Education and Skills Act 2008 provides the Secretary of State with the power to issue a direction prohibiting an unsuitable individual from managing an independent school. This includes academies, free schools and alternative provision academies. Roles involving management functions include (but are not limited to):

  • a trustee
  • a headteacher, deputy/assistant headteacher, principal or chief executive (such as chief financial officer or chief operating officer)

The ATH (section 1.4) requires trusts to ensure that members are not subject to a section 128 direction.

Find out more about checks for new and existing governance appointments from:

4.7 Induction, training and development

Boards are responsible for:

  • allocating a training and development budget
  • identifying what induction and ongoing development is needed
  • providing an induction and development programme for new trustees, those sitting on local committees and the governance professional
  • identifying specific training such as safeguarding, Prevent duty training and how to keep pupils safe online,  ensuring that all trustees, those sitting on local committees and the governance professional have read and follow Part 2 of Keeping Children Safe in Education guidance
  • encouraging all on the board, the governance professional and those on local committees to develop their knowledge and skills

A trustee (or local committee person) who persistently fails to attend training or development may be in breach of the board’s code of conduct and it may be necessary to consider their position.

The Hoot from GovernorHub, provides news and updates on governance from across the sector – signposting readers to free podcasts, webinars, events and training opportunities.

4.8 Evaluation

A combination of self-assessment tools and independent perspectives will assist the board in regularly evaluating governance effectiveness.

Trusts producing audited accounts for the first time must set out how they have reviewed and developed their governance structure in their first year. They must do this in the governance statement, within the annual accounts.

Established trusts must provide details of their governance arrangements in their governance statement published with the annual accounts, including what they have delegated to committees and, in MATs, to local committees.

Evaluation considers:

  • board effectiveness and the quality of decision-making
  • the board’s impact on efficiency and board/staff workload
  • skills needed for governance
  • readiness for growth if that is appropriate
  • individual performance of trustees, for example, their contribution to board discussions

Skill audits, aligned to the strategic plan:

  • identify skill and knowledge gaps in the governance structure
  • define recruitment needs
  • inform individual’s development plans
  • inform induction design

Find out more about evaluating governance from:

4.9 External reviews of governance

External reviews of governance (ERGs) provide independent assessment of the board’s effectiveness and areas for development. An ERG is not an audit or inspection. They can:

  • be a more powerful diagnostic tool than self-evaluation
  • bring an independent perspective
  • identify areas for capacity and capability building for members, trustees and governance support
  • identify areas for further learning and development
  • be arranged by the board at any time
  • be recommended by DfE, the Charity Commission or other authority

Effective boards are proactive in arranging regular ERGs and, especially when undergoing any significant change, for example before a MAT grows significantly.

This will help improve the board’s effectiveness and identify areas for capacity and capability building for members, trustees and those who sit on committees of the board including local committees.

In cases where the DfE, the Charity Commission or another authority recommend an ERG, it is important the board:

  • understands the reasons for the review and the improvement needs that have been identified
  • ensures it is clear on this before a review is commissioned
  • arranges the review promptly
  • ensures the external review is independent and objective.
  • avoids conflicts of interest (or potential perceived conflicts of interest) between boards or trustees and potential reviewers – any consideration of a conflict of interest should be done before the reviewer is engaged and should be recorded, along with any steps taken to manage

You can find out more on reviews of governance from: