Release date: 07/09/2018
To clarify the role of members in both single and multi academy trusts, and to encourage trusts to improve their governance practice, the National Governance Association (NGA) has produced new guidance that describes members as “the guardians of the governance of the trust”.
In the new guidance, members are described as having a “limited and distinct role” which should avoid duplicating the role of the trust board or assuming the role of trustees. Whilst members are tasked with assessing if the board of trustees is performing well and ensuring that the charitable object is being fulfilled, the trustees are responsible for delivering the three core governance functions, making key decisions and conducting the business of the trust. Referring to the Department for Education’s (DfE) Governance Handbook, the guidance says that it is clear that the role of members in the running of the trust is minimal and one of oversight.
Eight responsibilities for members of trusts are set out, including ensuring the success of the trust, appointing members and trustees, signing the memorandum and articles of association, when members should meet and how they can appoint and remove trustees. NGA argue that holding the trustee board to account is the most important role that members play; the guidance therefore provides practical questions members can ask the trustee board in order to ascertain how the trust board is performing.
Separation between members and trustees of the trust is a core topic of the guidance, which states “it is logical that members are different people to the trustees, for the simple reason that it is difficult to hold oneself to account.” This builds on guidance in the Academies Financial Handbook 2018, which says that there should be a “significant degree of separation between the individuals who are members and those who are trustees”. Where most or all trustees are members, which is a scenario NGA often sees, the guidance says, this is “a classic case of marking your own homework” and is poor governance practice. The need for separation between members and trustees has “long been a point of debate” and that particularly in a single academy trust or a small multi academy trust, there is a claim that it is “impractical to find unconnected individuals to become members”.
Whilst it is commonly argued that trusts are already held to account by regional schools commissioners (RSCs) and the DfE, the guidance says that in reality “RSCs and their teams do not have the capacity to provide constant oversight of every trust” and “the likelihood is that they will only become involved when problems have already manifested and escalated significantly.” Instead, by having separation between members and trustees, the guidance says this will lead to objectivity and transparency while reducing concentrations of power. The guidance proposes that individuals who are both members and trustees should consider which role is most suited to them, and resign from the other.
Through its research and work on the role of members in academy trusts, NGA is currently exploring and advocating the potential for the widening of membership models within trusts, bringing greater community and stakeholder ownership and accountability. NGA is therefore calling for trust membership to be given a fundamental rethink; for example, trusts could have membership models that include all parents.
Sam Henson, head of information at the National Governance Association, said, “For a number of years the role of members in trusts has been unclear and is widely misunderstood. There are many misconceptions about members, and I hope that this guidance enables single and multi academy trusts to understand the role and utilise it in an effective way. In this guidance, we address the common misconceptions, providing practical insights in to who members can be and how they should operate. Although this guidance references the DfE model articles of association to reflect current practice, if trusts find major deviations between this guidance and their own articles, I would urge them to refresh their thinking on members including whether they have the right number of members, whether their role is clear, and whether they are sufficiently separated from the trust board.”