Strengthening the Design and Operation of MAT Governance

In an article that first appeared in Academy Magazine, Robert Hill outlines his 12 building blocks for effective MAT governance.

Poor governance in some multi-academy trusts (MATs) risks undermining public confidence in the move towards greater academisation. Some trust boards have failed to exercise proper due diligence and allowed their trust to grow at an unsustainable rate. In others, board members have failed to declare conflicts of interest and awarded contracts inappropriately. The Education Funding Agency has issued over 40 Financial Notices to Improve. There are concerns that the salaries of some CEOs are excessive and some MATs have struggled with the relationship between the trust board and the governing bodies of individual academies.
But it would be wrong to write off the value of the new governance models being developed by MATs. They are:

  • bringing a long overdue refresh to school governance, separating the strategic from the operational;
  • introducing new people, skills and perspectives into school governance;
  • freeing governing bodies and heads from spending a disproportionate amount of time on policy, management and business issues, enabling them to focus on standards and teaching and learning;
  • streamlining school governance and reducing the need for so many committees;
  • helping to embed the use of smart data in exercising accountability.

The task, therefore, is to increase the legitimacy of MATs through strengthening the design and operation of their governance. Here are 12 building blocks for effective MAT governance.

1. Take the role of trust members seriously.
Too many trusts see the role of members as a mere formality rather than thinking seriously about the role, how many members they might have and who might best fill the role. The Academies Financial Handbook 2015 emphasises the need for some distinction between those serving as members and those acting as trustees/directors. Members, like shareholders, only have limited functions: they appoint, can sack directors and they approve the annual report and accounts. Members can also amend the articles of association and may do so to support stronger governance arrangements. A good MAT will use members to act as the guardian of the mission and values of the MAT and will encourage them to be involved in the life of the trust’s academies, so that they can discharge their legal obligations on an informed basis.

2. Rethink the governance model.
Some MATs have mistakenly transferred both the governance arrangements and the personnel from maintained schools into a MAT context. This doesn’t work because MATs operate on the basis of layered governance with strategic governance, accountability and oversight being exercised by the MAT board and local governing bodies (LGBs), or academy councils (ACs), having a narrower, more local remit. This in turn leads to many MATs operating with fewer committees – reinforced by many of the business and operational functions being exercised centrally based on policies and procedures approved by the board. Another reason for rethinking the model is that traditional school governance is built round a broadly representative mandate, while in MATs the emphasis is on having the right blend of skills and expertise to discharge their roles as company directors as well as charity trustees. Most MATs have also taken the opportunity to move to much more manageable numbers with MAT boards comprising typically 7-11 directors and with the number on LGBs/ACs also being in single figures.

3. Get the right people round the table.
Securing high calibre directors for the MAT board with the right range of expertise brings a huge amount of value to a MAT. Another key role is the chair of the LGB/AC. Ideally this will be someone with a strong link to the academy with well-developed people and analytical skills, who understands how the role sits within the broader accountability structure.

4. Involve stakeholders.
Educational Excellence Everywhere stated the government’s intention to remove the requirement for MAT boards to include parental representation as an automatic right. However, if MATs are to build legitimacy and win the confidence of local people they need to engage with parents, staff and local people. The government has said it will introduce a requirement to listen to the needs and views of parents and has signaled an expectation for academies to set up parents’ councils and some MATs have already established such bodies.

5. Be clear about what is being decided at what level – and whether to differentiate the model for different academies.
With governance and decision-making being distributed between members, the MAT board, senior leaders within the MAT and LGBs/ACs, it is essential that everyone is clear about who is responsible for what. The MAT board is accountable to the Secretary of State for the performance of all academies in the trust and for meeting the legal obligation of being a registered company but will delegate some of its responsibilities. For example, the board will have overall responsibility for the finances but will usually delegate to LGBs/ACs and principals the responsibility for managing the school budget. Similarly the board will track the education and organisational performance but will usually leave detailed scrutiny and challenge to LGBs/ACs and/or the central MAT leadership team.

6. Formalise the model of delegation and governance.
Some see the layered governance model inherent in MATs as being complex but provided that arrangements are clearly communicated, it need not cause a problem. The best MATs may compile a spreadsheet of functions and indicate who the role is to be fulfilled by. Other MATs may produce a governance handbook explaining not only the delegation arrangements but also describing the respective governance roles of members, directors and those serving on LGBs/ACs.

7. Future proof the governance model.
Some MATs set out to be inclusive and so agree for the chair of each LGB/AC to have a place on the main board. That may work for a while but will become a problem if and when the MAT grows to seven, eight or more schools. Some MATs only have a chair from each local cluster within the MAT and some reserve a fixed number of places for local chairs and appoint on a rotating basis. Other MATs have dispensed with having local chairs on the main board and use other channels for LGBs/ACs to influence the direction of the MAT.

8. Build strong channels of communication between LGBs/ACs and the trust board.
Whatever the arrangements for academies to be represented on or linked to the MAT board, it’s vital that there is regular and effective two-way communication. This can be achieved through the chair and vice-chair of the board meeting with the chairs of LGBs/ACs three or four times a year. MAT newsletters, email bulletins, intranets and shared training sessions can also all help with communication.

9. Use smart data to inform accountability.
The school system in England is data rich. MATs need to develop standardised systems so that information is only entered once but can be captured and analysed at different levels and in different ways within academies and across the organisation. Both MAT boards and LGBs/ACs will find data dashboards indispensable in understanding, without being swamped by detail, what is happening in real-time within academies and across the MAT. MAT boards will need a dashboard that presents and compares information for all academies and benchmarks it against similar schools and MATs. LGB/ACs will need data that focuses more on their particular academy.

10.  Avoid conflicts of interest.
Directors on MAT boards must be clear about their legal duties as company directors under the Companies Act 2006 . CEOs need to be familiar with their duties as the designated accounting officer for the organisation. MATs should keep a clear register of interests, establish a transparent procurement framework and, when a MAT reaches a certain size, consider creating an internal audit function.

11. Invest in the development of strong governance.
This starts with ensuring the MAT has a clerk to the main board who is well trained and equipped to undertake the role. Investing in strong governance will also involve training and development and succession planning; particularly in respect of those undertake key roles in the trust.

12. Practise thorough due diligence and risk management.
Due diligence is generally understood as a process for checking all the potential implications of a new school joining the trust but it is also about creating the right culture of risk management. A risk register, describing the arrangements for managing the main operational risks, should therefore be a standard agenda item for board meetings. MATs are more likely to develop strongly and sustainably if they adopt a strategic plan that reflects their mission, builds on their strengths, faces up to their weaknesses, builds capacity and sets success measures linked to interim milestones that will help to track progress. Such a strategy may well include plans for the MAT to grow in terms of the number of academies, but growth will be rooted in preparation and planning rather than undertaken as an ad hoc opportunistic enterprise.

Robert Hill is an independent education consultant. He is a former Ministerial adviser on education. Robert has researched and written extensively on school leadership and education policy issues and works regularly with school leaders.

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