Terms of reference set out the delegated powers and responsibilities of committees and individual governors.
This articles looks at how terms of reference are produced and approved, how often they need reviewing and whether they must be online. It also provides sample terms of reference for various committees.
Who writes terms of reference?
The governing body. An established committee could suggest changes to their terms of reference, but the governing body must approve them; the committee cannot assign power to itself. Neither can any individual governor.
There are many example terms of reference boards can use rather than producing them from scratch. I’ve included some samples at the end of this page.
What should terms of reference contain?
Committee terms of reference will usually contain the following information.
- Membership of the committee, for example “this committee will consist of five governors”. Terms may also say that a particular governor is always a member, like the headteacher, or that some governors can never be members, for example that school employees are not eligible to serve on the pay committee.
- The quorum for the committee, eg: “the quorum is four governors”. In maintained schools a committee quorum must be three or more governors; academy trusts can set their own committee quorums.
- Meeting schedule, eg: “the finance committee meets every half-term”.
- How the committee chair and vice-chair will be elected, eg: “the chair and vice-chair will be elected annually by this committee”. Maintained school committee chairs must either be appointed annually by the full board or elected by that committee. (Maintained committees do not have to have vice-chairs.) Academy trusts can set their own rules for elections.
- Delegated powers of the committee. A full list of the decision-making powers of each committee. This could include approval of policies and the power to approve spending up to an agreed limit.
- Monitoring and scrutiny duties. Areas where the committee does not have decision-making powers but oversees an area and may provide a recommendation to the full board. For example, a finance committee may scrutinise the budget in detail and recommend that the full board approve it.
How often do committee terms of reference need reviewing?
The law for maintained schools says that committee terms of refence must be reviewed annually. Model articles for academies (June 2021) say they must be reviewed “at least” annually.
This review must be done by the governing body/board of trustees itself; the committee cannot approve its own terms of reference.
“The governing body must determine the constitution, membership and terms of reference of any committee they decide to establish and review them annually.”
Roles, Procedures and Allowances (England) Regulations 2013
“The establishment, terms of reference, constitution and membership of any committee of the trustees shall be reviewed at least once in every twelve months.”
Model Articles of Association (June 2021)
Do individual governors with delegated power need terms of reference?
Yes. Whenever power is delegated there should be a written record of that delegation.
In maintained schools DfE advice on the law says that every individual governor who has delegated power should have their own terms of reference. These terms should explain the governor’s remit and the limits of their power. They should also be reviewed “at least” annually.
“Boards should develop and maintain a scheme of delegation to define explicitly at which level each of its functions will be exercised – at board level, by a committee, or by a named individual.
“Each individual or committee to which functions have been delegated should have a terms of reference that records their remit and decision making powers. These should be reviewed at least annually.”
Roles, Procedures and Allowances (England) Regulations 2013 Departmental Advice
In academies the current model articles say that any delegation to a single trustee must be made in writing.
“The trustees may delegate any of their powers or functions (including the power to sub-delegate) to any trustee, committee [(including any local governing body)], the [chief executive officer]/[principal] or any other holder of an executive office.
“Any such delegation shall be made in writing and subject to any conditions the trustees may impose, and may be revoked or altered.”
Model Articles of Association (June 2021)
Do link governors need terms of reference?
There is no requirement for link governors to have terms of reference and link governors are not usually given delegated power as part of their role. They are leading the board’s work in a particular area and monitoring that area rather than making decisions about it.
However, the remit of each link role should be made clear to each governor and you may wish to provide a written explanation of each role.
Does the full governing body need terms of reference?
There is no requirement to have terms of reference for the full board as their powers and duties are set out in law and documents like the Academy Trust Handbook.
Any duty that has not been delegated is the responsibility of the board and the full board always retains ultimate responsibility for governance, even where powers are delegated.
However, you could write terms of reference for the full board if you wish. It may be helpful to do so where the board uses the “circle” model of governance, where it operates without committees, to ensure governors understand their powers.
Must terms of reference be published online?
All schools must publish online the remit of each committee they establish. The easiest way to do this is to publish the terms of reference.
Example Terms Of Reference
Below are some sample terms of reference for various different committees. They will of course need editing to suit your own school.
If you have additional terms of reference you would be willing to share with governance colleagues to save them some valuable time please do get in touch.
Appeals committee terms of reference (.doc)
A committee that considers the appeal stage of admissions, complaints, exclusions, dismissals, pay appeals and staff grievances. Meets only when required and is formed from a pool of any three “eligible” governors.
Eligibility is defined in the document, eg: school employees are not eligible to sit on appeal panels for staffing matters and no governor is eligible to sit on any panel if they have detailed knowledge of the issue concerned.
Finance committee terms of reference (maintained school) (.doc)
Suggested terms of reference from the DfE for a maintained school finance committee. Adapted from the Schools Financial Value Standard Checklist Guidance.
Curriculum committee terms of reference (.doc)
To monitor the curriculum and standards and receive reports and plans from subject leaders.
Finance, buildings and personnel committee terms of reference (.doc)
To scrutinise the budget and unofficial account, oversee buildings including health and safety and lettings and review personnel matters, including the staffing structure and pay increase recommendations.
Resources committee terms of reference (.doc)
To consider all matters concerning budgeting, finance, school premises and grounds, security and health and safety
Strategic education committee terms of reference (.doc)
To review curriculum policies, quality of teaching and learning, school improvement and effectiveness of SEND provision.
Audit and risk committee terms of reference (academy trust) (.doc)
The suggested terms of reference from the DfE for an academy trust audit and risk committee. Adapted from Internal Scrutiny in Academy Trusts.