In a Multi Academy Trust (MAT) there is only one legal entity accountable for all the schools (academies) within the Trust, i.e. the Multi Academy Trust (MAT). The MAT has one set of Articles of Association which govern all the academies in that trust. The MAT has a Master Funding Agreement with the Secretary of State. Each academy also has a Supplemental Funding Agreement. The Academy Trust is a charitable company and is responsible for the strategic direction of the academy and has 2 layers of governance: the Members of the Trust and the Board of Directors (hereafter referred to as Directors for the purposes of this document).

Members

• The Members are akin to shareholders and have ultimate control over the direction of the academy trust. They ensure the charitable company achieves its objectives, sign off the financial accounts and annual report, and appoint some of the Directors.

Directors

• The Directors, appointed by the Members, have delegated responsibility for the 3 core strategic functions, strategic direction, holding the Headteachers to account for educational performance and overseeing the financial performance of the academies.
• A Director of an Academy Trust is in effect a school governor, a company director and a charity trustee and they must also ensure compliance with charity and company law and the Academy Trust’s Funding Agreement.
• The MAT Directors can delegate to any committee, governor, the Headteacher or any other holder of an executive office, any of its powers or functions, subject to any prescribed restrictions imposed by them and management of conflicts of interest.
• Directors will not have a financial interest in providing services for the MAT.
• The MAT Board can establish any committee; and the constitution, membership and proceedings of any committee is decided by the Directors. The Establishment, Terms of Reference, Constitution and membership of any committee must be reviewed every 12 months.

Local Governing Body

• Local Governing Body (hereafter referred to as the LGB for the purposes of this document) and advisory bodies are committees of the Trust’s Board. Their Members are not Trustees or Directors of the Academy Trust - unless they are also members of the Trust’s Board of Directors. The Governors of an LGB are Appointed Members of a sub-committee and can be referred to as Governors.
• It is important to remember, however, that even where responsibility is delegated to a local level, it is the Academy Trust as the legal entity (not the LGB) that is ultimately accountable, for example in terms of finance and performance, and as the employer of staff.
• In drawing up this Scheme of Delegation, the Board wishes to explicitly focus on maintaining the individual character of the schools with strong and effective LGBs working closely to support their Headteachers to manage the schools.

The Board will consult LGB’s before putting in place any arrangements which directly affect LGBs and individual schools and before taking any decisions on policy or procedural matters except where there is a legal requirement to do so. The Board will also consult with the Diocesan Board of Education for Worcester (DBE) where appropriate.

Membership - The list of current Directors is set out in an insert to this document.

Term of Office - Directors- 4 years. The Chief Executive Officer holds office ex-officio as long as he/she is in post. Any Director can be re-elected or re-appointed.

Organisation- Chair and Vice-Chair appointed annually. Quorum: 3 or one third of the total number of Directors if greater. Two thirds of Directors required to appoint or remove Directors, remove the Chair, or appoint Parent Directors. To meet at least 3 times a year and additionally as and when required, as determined by the Board. Three Directors may requisition a meeting. One vote per Director. The Chair has a casting vote.

Disqualification- a Director who is employed by the Trust may not be the Chair or Vice-Chair.

Professional Advisers to the Board of Directors - the Chief Executive Officer (CEO) of the Trust, the Chief Financial Officer (CFO) and Chief Operations Officer (COO) and any other member of staff with Trust-Wide responsibilities, as appropriate and any additional advisers as appropriate.

Responsibilities Delegated to the Chief Executive Officer - The Chief Executive Officer has delegated powers and duties in respect of the overall leadership, management, and achievement of the Trust and responsibility for ensuring the implementation of agreed policy.

Membership
Members of the Audit and Risk Committee shall be appointed by the Board and shall be made up of at least 3 Directors. Additionally, persons who are not Directors, with specialist skills and experience, may be appointed by the Board to the Committee provided that Directors are in the majority.
Whenever possible, a majority of Directors of the Audit and Risk Committee shall be independent non-executive Directors, at least one of whom should have recent and relevant financial experience. The Chair may not be a member of any other committee.
The Board shall appoint the Audit and Risk Committee Chair who shall, whenever possible, be an independent non-executive Director.
Only members of the Audit and Risk Committee have the right to attend Audit and Risk Committee meetings. However, other individuals such as the Chief Executive Officer and representatives of external advisers may be invited to attend all or part of any meeting as and when appropriate, but not vote.
The external auditors will be invited to attend meetings of the Audit and Risk Committee on a regular basis.

Term of Office  - Directors and Co-opted Members - 4 years. Directors/persons who are not Directors can be re-appointed.

Organisation - Chair appointed annually by the Board. Terms of Reference, Constitution, and membership - to be reviewed annually. Quorum: 3 of which the majority must be Directors. To meet at least termly and as and when required, in addition as determined by the committee.

Professional Advisers to the Committee - Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, and any additional advisers as appropriate.

Disqualification - any Director who is a member of staff

Membership - a minimum of 3 Governors. The LGB appoints the Chair of the sub-committee annually. Term of Office - 4 years. Governors can be re-elected or re-appointed.

Organisation - Terms of Reference, Constitution, and membership - to be reviewed annually. Quorum: 3. The Headteacher and Chief Executive Officer, or their deputies, have the right to attend all sub-committee meetings.

Professional Advisors to the Sub-committee - the Headteacher of the school, senior staff with responsibilities within the remit of the sub-committee, the Chief Executive Officer of the Trust and any additional advisers, as appropriate.

Membership – The members of the Christian Distinctiveness Committee shall be appointed by the Board and shall be made up of at least 3 Directors.

Disqualification –

Organisation - Chair appointed for each hearing/appeal hearing by the Board. Terms of Reference, membership, and Constitution - to be reviewed annually. Quorum: 3

Professional Advisors to the Committee - Members of Worcester Diocesan Education Board as appropriate

Membership – The members of Hearing and Appeal Committees shall be appointed by the Board and shall be made up of at least 3 Directors. No person may sit on both committees.

Disqualification – The Chief Executive Officer and any Director with any direct involvement in the focus of any grievance, disciplinary, or capability, redundancy, or any other relevant matter.

Organisation - Chair appointed for each hearing/appeal hearing by the Board. Terms of Reference, membership, and Constitution - to be reviewed annually. Quorum: 3

Professional Advisors to the Committee  - HR advisors and any additional advisors as appropriate.