Members and Directors
The members are akin to the shareholders of a company. They have ultimate control over the academy trust, with the ability to appoint the Foundation Directors and the right to amend the trust’s articles of association. Within our Diocese the members are usually the Bishop and Diocesan Officers.
The Directors are responsible for the same three core governance functions performed by the governing body in a VA school: setting the direction, holding the headteacher to account and ensuring financial probity. As charity trustees, they must also ensure that they are complying with charity law requirements. Academy trusts are charitable companies and the trustees are company directors and must comply with company law requirements. This may sound daunting, but, in reality, the duties are largely the same as those of a governor of a VA school, such as regularly attending meetings, managing conflicts of interest, seeking advice from the academy’s leadership team and ensuring the academy has appropriate procedures in place for reporting financial information.
The model articles state that the chair of the board of Directors will also be a member, thereby ensuring a link between the two layers. However this is often not the case in our Diocese. While Directors can also serve as members, the most effective governance models recognise that the members are responsible for holding the Directors to account. Some separation between those serving as directors and those serving as members is, therefore, desirable for achieving robust accountability.