Trust Board Terms of Reference

LEO ACADEMY TRUST (“the Trust”)

TERMS OF REFERENCE FOR THE TRUST BOARD (“the Trust Board”)

PURPOSE

The role and responsibilities of the Trustees and those serving on its Committee are set out in the Scheme of Delegation. The Trustees have overall responsibility and ultimate decision making authority for all the work of the Trust, including the establishing and running of Academies, but have delegated the specified responsibilities to Academy Committees who will support the work of the Trust and promote the success of the Academies. The day-to-day management and responsibility for the running of the Academies has been delegated to the CEO, who will be supported by both a central management team (where appropriate) and leadership teams in each of the Academies, including the Principals appointed in respect of the Academies. The role and responsibilities of the Trustees and those serving on an Academy Committee  are set out in the Scheme of Delegation.

The Trustees fulfil their responsibilities through strategic planning and by the setting of policy and standards as well as taking responsibility for the oversight and management of risk. The Trustees have the power to direct change where required. The Trustees must act independently and in the best interest of the Trust even if those interests conflict with those of the body or organisation that might have appointed or nominated such persons to serve on the Trust Board. The Trustees are accountable to the Secretary of State for Education and to the communities that they serve. The Trustees, whilst in certain circumstances possibly also sitting on an Academy Committee, are responsible for all the Academies run by the Trust and are expected to use their skills and experience in undertaking a role on the Trust Board.

In the Schools White Paper, the DfE published five pillars of quality for Multi Academy Trusts. The five pillars covered are: 

1. High Quality and Inclusive Education (delegated to E & S Committee) 

2. School Improvement (Trust Board, see below)

3. Workforce (delegated to P & C Committee) 

4. Finance and Operations (delegated to F & O Committee)

5. Governance and Leadership (Trust Board, see below)

School Improvement 

Theme:  Culture 

Description: Create a culture of continuous improvement in its schools through self-evaluation, challenge,  support and appropriate action.

Theme: School improvement model 

Description: Have a clearly defined and effective strategy to improve and maintain the performance of schools that are already part of the trust, as well as those that join.

Theme: Transformation 

Description: Take on challenging schools and transform previously underperforming schools by delivering  broad and sustainable improvement.

Theme: System-led improvement 

Description: Support the wider system in sharing learning for best practice; help underperforming schools  to improve; and contribute to building a trust-led system.

Governance and Leadership

Theme:  Culture 

Description: The board and executive leadership team anchor the trust’s strategy in the needs of its schools, the  communities they serve and the wider educational system in line with its charitable objects. The Accounting Officer, board and leadership team create a culture of ethical leadership, including the  Seven Principles of Public Life.

MEMBERSHIP

The composition and powers of the Trust Board are (subject to charity and company law) determined by the Articles of Association and in any conflict between these Terms of Reference and the Articles, the Articles shall prevail. Board members must be able to demonstrate an understanding of the ethos and values of the Trust and a commitment to fulfilling the Trust’s mission and objectives for the Academy, drawing on specialist skills where required.

The number of Trustees shall be not less than three and subject to a maximum of eleven  in accordance with the Articles of Association.

QUORUM

The quorum for a meeting of the Trustees, and any vote on any matter thereat, shall be any three Trustees (including the Chair or Vice Chair), or where greater, any one third (rounded down to a whole number) of the total number of Trustees holding office at the date of the meeting, who are in each case present at the meeting and entitled to vote on the matters to be resolved. Only Trustees are eligible to vote.

RESPONSIBILITIES

The following descriptions are for the Trust Board and CEO:

Theme: Strategy

Board: 

• Chair leads the board to set and champion a  clear strategy for the trust, which aligns with  the trust’s charitable objects, covers all pillars  of trust quality and, where applicable, sets out  its aspirations for growth over time.

CEO: 

• Leads the trust executive leadership  team to create and implement an  effective trust operating model with  clarity about the delivery of trust level and school-level activities, that  aligns with the strategy.

Both:  

• Review progress  rigorously to ensure strategic alignment and effective  implementation

Theme: Executive Leadership

Board: 

• Ensures high quality executive leadership  through appointing its CEO and providing  effective support and challenge to the CEO  and executive leadership team. 

• Maintains sufficient independence from the  executive leadership team to allow scrutiny of  both their performance and organisational  performance overall. 

• Sets clear objectives and effectively manages  the CEO to ensure high performance.  

• Secures appropriate levels of remuneration  for the CEO and executive leadership team. 

CEO:

• Leads a high-performing executive  leadership team. 

• Ensures that the executive leadership team acts within the  levels of authority delegated by the  board

Both:

• Work in partnership to ensure effective relationships between executive leadership team  and members of the board. 

• Support effective  succession planning by building a leadership pipeline.

Theme: Accountability

Board: 

• Holds executive leadership team to account  for the effective implementation of the trust  strategy and operating plan, including in  relation to the use of resources and the  drivers of impact. 

• Assures itself of the integrity of financial  information. 

• Assures itself that there are robust risk  controls and risk management systems.

• Assures itself that there is compliance with  regulatory, contractual, and statutory requirements, including safeguarding

CEO:

• Sets annual operating plan, budget,  and implements effective operational systems to deliver on  the trust’s strategy. 

• Delivers effective risk management  across the key functions of the trust.

• Ensures compliance with regulatory,  contractual and statutory requirements including those within  the Academy Trust Handbook. 

• Safeguards and promotes the  welfare of children and has regard  to any guidance on safeguarding  issued by the Secretary of State.

Both: 

• Agree annual operating plan and budget for the  trust, that deliver on the trust strategy.  

• Agree metrics and  process by which progress will be assessed.

Theme: Non Executive Leadership

Board: 

• Ensures a high performing governance  structure where trustees and other non executive leaders have the expertise to fulfil  their functions effectively, with representation  that reduces biases in decision-making.  

• Accesses independent insight from internal  and external audits, reviews of governance  arrangements and other forms of expert  advice. 

• Provides board induction, training and review. 

• Support effective succession planning by  building a pipeline of future trustees and  committee members, with a focus on promoting diversity of thought and experience.

CEO:

• Supports the trustees and other non-executive leaders to meet their duties, working to ensure operational compliance and fulfilment of all statutory responsibilities.

Theme: Engagement

Board: 

• Oversees strategic relationships with external  stakeholders.

CEO:

• Communicates trust’s strategy,  plans and achievements to stakeholders.

Both:

• Involve parents, schools, communities and, where appropriate, dioceses and other religious authorities so that decision-making is supported by meaningful engagement.

• Delegated Responsibilities and authorisation limits of the Trustees are specified within the Decision Matrix of the LEO Scheme of Delegation.

REVIEW

In accordance with best practice, the Trust Board will carry out a regular review of the skills and experience available on the Trust Board and will seek to develop additional capacity and skills where required. Except in relation to posts held in an ex officio capacity and otherwise only in exceptional circumstances, Trustees will not seek reappointment beyond the usual 3 terms of office, a standard term of office being 4 years.

THE GENERAL EQUALITY DUTY

The Trust must have due regard to the need to:

• Eliminate discrimination, harassment, victimisation and any other conduct that is prohibited by the Act;

• Advance equality of opportunity between persons who share a relevant protected characteristic and persons who do not share it;

• Foster good relations between persons who share a relevant protected characteristic and persons who do not share it.

Protected characteristics

• Age (not pupils);

• Disability;

• Ethnicity and race;

• Gender;

• Gender reassignment;

• Marriage and civil partnership;

• Pregnancy and maternity;

• Religion and Belief;

• Sexual identity and orientation.