This page explains the difference between members, trustees, directors and governors in academies.
It also explains what local governors are in multi-academy trusts.
The Structure of Academy Governance
First we need to look at the structure of academy governance.
Single academy trusts (SATs) only contain one academy. In a single academy trust the members sit at the top of the structure. Below the members are the trustees.
So from top down, the structure of a SAT looks like this: members > trustees.
Multi-academy trusts (MATs) contain two or more academies. In multi-academy trusts the members sit at the top of the structure. Below the members are the trustees. And below the trustees, in the majority of MATs but not all, are local governors based at each individual academy.
So in a minority of MATs, the structure has two tiers: members > trustees.
And in the majority of MATs the structure looks like this, with three tiers: members > trustees > local governors.
Let’s start at the top of the structure and explain the role of members.
Members
Members are sometimes called the “guardians” of the academy trust. They set up the trust by signing the memorandum of association and after that have a limited but important role in checking that governance is working well.
Members may be required to attend just one meeting per year, the annual general meeting (AGM), although more members’ meetings may be held depending on the trust.
The main role of members is to hold the trustees to account and oversee their work. They have a look at the accounts, ask trustees questions and make sure there are no serious problems they need to address.
Members have the power to:
- appoint some trustees
- remove all trustees
- appoint or remove other members
- direct academy trustees to do things, which means formally order trustees to address a problem like a safeguarding concern
- change the articles of association
- change the name of the trust
- appoint or remove auditors
- receive and review (but not sign off) the annual audited accounts.
Members have an eyes on, hands off role, which means they keep an eye on the work of trustees but are nowhere near as involved in governance as trustees. They do not usually visit the academy or attend trustee meetings.
Trusts generally have a small number of members, often three or five. The minimum number of members for any trust is three, but the DfE’s preference is for trusts to have at least five members.
Members must not be employed by your academy trust.
(Academy members should not be confused with associate members in maintained schools – they are totally different roles.)
Trustees
(Note: I’m going to refer to trustees here because that is the name used in documents like the Academy Trust Handbook, but in your own trust they may be called either trustees, directors or governors. I’ll explain why later.)
Next up are the trustees. The board of trustees is where most of the power lies in an academy trust. Trustees have three core functions:
- ensuring the academy trust has a clear ethos, vision and strategic direction
- holding senior leaders to account for the educational performance of the academies
- overseeing the budget and ensuring value for money.
The board of trustees meets far more regularly than members and is the main decision-making body for the trust.
It is the trustees who:
- hire the Principal or CEO
- sign off the annual accounts
- check the trust is following its funding agreement
- have responsibility for safeguarding children
- have legal responsibility for health and safety, equality and other legal duties
- approve the statutory and non-statutory policies (unless they have been delegated down to staff or committees)
- visit academies to monitor how policies are put into practice and talk to staff and children
- establish or abolish committees, including local governing bodies.
The number of trustees depends on the number allowed by your trust’s articles of association. The powers that trustees choose to delegate will be explained in your trust’s scheme of delegation.
Can a member also be a trustee?
Yes, a person can be both a member and a trustee at the same trust.
However, the DfE’s preference is for most members not to be trustees, to make sure there is significant separation between the tiers of governance.
Members hold trustees to account and they obviously can’t do that effectively if the members and trustees are mostly the same people.
“The majority of members should not also be trustees.”
Academy Trust Handbook
Local Governors
Local governors only exist in multi-academy trusts, not single academy trusts. They sit on local governing bodies (LGBs), which are committees of the board of trustees. Usually each academy in a MAT will have its own LGB, based on site at that academy.
Local governors only have the powers that the trustees have delegated to them. These powers can vary considerably. In some trusts the LGB may not have any powers to take decisions, only to discuss issues and make recommendations. These LGBs are known as advisory bodies.
Local governing bodies may also be known as local governing committees, local academy committees, academy advisory councils or academy councils.
Can a trustee also be a local governor?
Yes, although again it is considered best practice for a majority of trustees not to be local governors in order to separate the tiers of governance. This is just a best practice recommendation though, not a requirement of the Academy Trust Handbook.
Trustees Versus Directors Versus Governors
If you look at the articles of association for your academy trust you may see a section about trustees or you may see a section about directors or governors.
Trustee, director and governor are three different names for the exact same role. They all refer to the people who sit on the main decision-making board directly below the members.
Malory Towers Academy Trust might call them trustees, Hogwarts Academy Trust might call them directors and St Trinian’s Academy Trust might call them governors, but they are all doing the same thing.
Why are trustees called directors or governors at some academies?
Some academies, particularly church academies, couldn’t say their trust board was made up of “trustees” because they already had trustees. Their existing trustees sat on the board of the trust that owned their academy’s land.
So secular academies could have a board of trustees, but some church academies needed a board of directors in order to avoid confusing the two different boards.
Directors was a suitable name because academies are charitable companies and so the people on the trust board are company directors.
This doesn’t explain why some academies use the name “governors” instead of trustees or directors though. To be honest I’m not sure why they do. If anyone does know please get in touch!