Local Governing Bodies (LGB), Trust Board Committee and Consultation Groups Procedures

Transcription

1 Local Governing Bodies (LGB), Trust Board Committee and Consultation Groups Procedures Brinsworth Academy Dinnington High Academy Responsible for Policy: Board of Trustees Date: November 2016 Approved: Review Date: November BOT 17/11/16

2 1 Introduction 1.1 Powers conferred to Local Governing Bodies are set out in the Learner Engagement and Achievement Partnership Multi-Academy Trust Scheme of Delegation (referred to as LEAP MAT Scheme of Delegation ). The LEAP MAT LGB TOR document was approved by the Board on 28 th March 2016 and will be reviewed annually by the Board. This document must be read in conjunction with the LEAP MAT Scheme of Delegation. 2 Context 2.1 The LEAP MAT Scheme of Delegation, Code of Conduct for School Governors and, where relevant, the Letter of Appointment as a Trustee identify the requirements and principles by which individuals shall conduct themselves. 3 Constitution of Local Governing Bodies (LGB) Members of the LGB shall be known as Governors. Appointments to the LGB and its Committees shall be in accordance with the LEAP MAT Scheme of Delegation. 3.1 The LEAP MAT Scheme of Delegation includes, inter alia, detail on the following:- Annex 1 Appointment and Removal of Governors on LGBs Annex 2 Proceedings of the LGB Annex 3 Delegations of Powers and Decisions to LGB Annex 4 Financial Delegations to each LGB 4 Election of Committee Chair and Vice Chair of LGB 4.1 The Board delegates the appointment of its Chair and Vice Chair of its LGB to the Governors of the school. The term of office of the Chair and Vice Chair shall be 2 years. A Governor who is employed at the school in any capacity is not eligible to be the Chair or Vice Chair of the LGB. The Board reserves the right to overrule or substitute the Chair or Vice-Chair of an LGB at any time. 4.2 The Clerk to the LGB will conduct the election of the Chair of Governors, after which time the conduct of all LGB meetings will be under the control of the Chair of Governors or, in her/his absence, the Vice Chair of Governors. 4.3 The LGB will annually determine which of its Governors are allocated to its Committees. 4.4 Unless otherwise stated in the terms of reference for the relevant Committee of the LGB, the Chair and Vice Chair of each Committee shall be elected annually by voting members of that Committee unless this is imposed by the LGB. 4.5 The method for nominating any Governor wishing to stand for election to the position of either Chair or Vice Chair for the LGB or Committee will be self-nomination, sought in advance, but invited at the LGB meeting if no such advance self-nominations are received. Nominations will be considered as part of the Autumn Term agenda of the LGB meeting. 4.6 Voting for either position will be by secret ballot. In the event of a tie, the outcome will be determined by tossing a coin. 4.7 The Chair may at any time resign her/his office by giving notice in writing to the Clerk to the LGB. The Clerk to the LGB will include an item on the agenda of the next LGB meeting to elect one of their number to fill the vacancy. Until the LGB has formally elected a Chair, the Vice Chair will act as Chair for all purposes. 4.8 The Vice Chair may at any time resign her/his office by giving notice in writing to the Clerk to the LGB. The Clerk to the LGB will include an item on the agenda of the next LGB meeting to elect one of their number to fill the vacancy. 2 BOT 17/11/16

3 4.9 If both the Chair and Vice Chair are absent from a meeting, the LGB will elect from those eligible a Chair for that meeting The LGB may, by resolution at a LGB meeting, recommend to the Board the removal from office of either the Chair or Vice Chair of Governors. The LGB will, in such a situation, follow the direction of the Board to replace him/her. 5 Clerk to the LGB 5.1 The LGB will make a recommendation to assist the Board in appointing the Clerk to the LGB. The LGB will have regard to advice from the Clerk as to the nature of the LGB functions. 5.2 The Clerk may not be a Trustee, Governor, Executive Principal or a Principal. 5.3 The Clerk to the LGB:- Will attend meetings of the LGB and ensure the requirements of the LEAP LGB TOR are observed Maintain a register of Governors and of associate members and report any vacancies to the LGB, and Perform such other task(s) as may be determined by the LGB from time to time. 5.4 If the Clerk to the LGB fails to attend a meeting, the LGB may appoint a Governor, not being the Principal/Executive Principal (acting as the Principal, where one is not appointed), to act as Clerk for the purposes of that meeting. 5.5 Without prejudice to any employment rights which a Clerk may have, the LGB may recommend to the Board the Clerk s removal from office. 6 Calendar of Meetings of the LGB and Committees 6.1 The LGB shall meet at least once in every term and shall hold such other meetings as may be necessary. 6.2 The LGB will plan its meetings, including those of Committees, on an annual basis at the first meeting of the academic year, whilst acknowledging that circumstances may arise when an emergency meeting of the LGB or its Committees may be required. 7 Timing of Meetings 7.1 Meetings will start at times that are acceptable to the majority of voting members and take into account the work/life balance of the Principal/Executive Principal (acting as the Principal, where one is not appointed) and other paid staff and will be limited to three hours duration. It is expected that the vast majority of meetings will be concluded in substantially less time than three hours. 7.2 Where business has not been completed within the time stated in paragraph 7.1 above, those present at a meeting may resolve to extend the meeting for a given period of time in order to deal with specified business. 8 Convening Meetings 8.1 Any three members of the LGB may requisition a meeting by giving written notice to the Clerk that includes a summary of the business to be discussed. The Clerk must call such a meeting as soon as is reasonably practicable. 9 Notice of Meetings 9.1 The LGB shall meet at least once in every term and shall hold such other meetings as may be necessary. 9.2 Meetings of the LGB shall be convened by the Clerk to the LGB, who shall send Governors written notice of the meeting and a copy of the agenda at least seven clear days in advance of the meeting. Where there are matters demanding urgent consideration, the Chair or, in her/his absence, the Vice- 3 BOT 17/11/16

4 Chair, may waive the need for seven days notice of the meeting and substitute such notice as she/he thinks fit. 9.3 Any Governor shall be able to participate in meetings of the Governors by telephone or video conference provided that she/he has given reasonable notice to the Clerk of the LGB and that the Governors have access to the appropriate equipment and are confident that the use of such equipment will not disrupt the smooth running of the meeting. 9.4 The convening of a meeting and the proceedings conducted thereat shall not be invalidated by reason of any individual not having received written notice of the meeting or a copy of the agenda thereof, or any defect in the election, appointment or nomination of any person serving on the LGB. 10 Agenda 10.1 The agenda will be organised by the Clerk in consultation with the Chair and the Principal/Executive Principal (acting as the Principal, where one is not appointed) Papers that inform agenda items will be sent to Governors with the agenda. The LGB may accept, for consideration, papers tabled at the meeting. 11 Attendance 11.1 The LGB may exclude an attendee from any part of its meeting when the business under consideration concerns an individual member of staff or student When the Principal/Executive Principal (acting as the Principal, where one is not appointed) is absent, her/his place will be taken by a nominated deputy In accordance with 11.1 above, the LGB will delegate to the Principal and the Chair of the LGB which other persons may be invited to attend LGB meetings The LGB will decide which of its meetings, if any, will be open to members of the public. If a meeting is to be opened to the public, reasonable notice will be given Any Governor who is unable to attend a meeting of the LGB will forward their apology for absence in advance of the meeting, stating their reason for non-attendance, to the Clerk to the LGB A record will be kept of all persons attending a meeting of the LGB or any of its Committees and these will be recorded in the minutes The time of departure of any member leaving before the end of a meeting will be recorded in the minutes Where a Governor has not attended a meeting, without the consent of the LGB, for a period of six months, beginning with the date of the first meeting she/he failed to attend, she/he will be disqualified from continuing as a Governor and will be removed from office. 12 Quorum 12.1 The quorum for a meeting of the LGB or a Committee, and any vote on any matter at such a meeting, shall be any three of the Governors or, where greater, any one third (rounded up to a whole number) of the total number of those eligible to vote at the LGB or Committee at the date of the meeting If during the course of a LGB or Committee meeting it becomes inquorate, the meeting will be discontinued A meeting may be discontinued at any time by resolution of the voting members When a meeting becomes inquorate or is discontinued, any items remaining on the agenda will be placed on the agenda of the next meeting. 4 BOT 17/11/16

5 13 Declaration of Personal and Business Interests 13.1 Each LGB will maintain a Register of Business Interest of its members, which will be in accordance with, and made available to, the Board The agenda for every LGB and Committee meeting will include an item entitled Declaration of Personal and Business Interests, which will enable any person present to declare an interest in any item specified on the agenda. In addition if, during the course of a meeting, an item is discussed and it becomes apparent that any person present has a personal or business interest in that matter, she/he will declare that interest as soon as is reasonably practicable. An interest is a situation where a member of the LGB or Committee, or an individual identified in the Trust s Articles of Association for such purposes, may be affected, personally or financially, by a decision made at a meeting where the member of the LGB or Committee is present. Any such Governor/individual declaring a personal or business interest on any item on the agenda will be required to withdraw from the meeting during consideration of that item and not vote on the matter in question Any person employed to work at the school, other than the Principal/ Executive Principal (acting as the Principal, where one is not appointed) will withdraw from any meeting where the pay or performance appraisal of any person employed to work at the school is being considered. The Principal/Executive Principal (acting as the Principal, where one is not appointed) will only withdraw where her or his own pay or performance appraisal is being considered Where there may be a conflict between the interests of a relevant person and the interests of the Trust, or a fair hearing is required and there is a reasonable doubt about a relevant person s ability to act impartially in a particular matter, the LGB will determine whether that person should withdraw from the meeting. 14 Any Other Urgent Business 14.1 At the appropriate item on the agenda, members should inform the meeting of any item they wish to raise under Any Other Business The Chair of the meeting will determine whether any item so raised under Any Other Business, will be discussed at the meeting. If the Chair determines not to consider such an item, the meeting will determine whether it should be deferred to a subsequent meeting, passed to the LGB (unless the meeting is that of the LGB) for consideration or not considered at all. 15 Correspondence 15.1 All incoming correspondence, excluding any concerning a complaint or which cannot be shared with other LGB members, is for the attention of the whole LGB. The Chair of Governors / Principal/ Executive Principal (acting as the Principal, where one is not appointed) / Clerk to the LGB as appropriate will ensure that significant items will be presented to each meeting of the LGB, including any upon which the Chair has already taken urgent action, so that the need for, and nature of, any action required by the LGB can be decided or confirmed The LGB, or appropriate Committee, will determine by resolution who should write letters on behalf of the LGB. 16 Information and Advice 16.1 The Principal(s) shall consult and communicate with the LGB, and will therefore present a written report to each meeting of the LGB Where important information required by the LGB is given orally, it will be recorded in the minutes in appropriate detail Where information is required by the LGB but is not readily available, reasonable time will be given for its production. 5 BOT 17/11/16

6 17 Discussion and Debate 17.1 The Chair will ensure that all Governors and voting members enjoy equality of opportunity to express their views Recommendations received from any Committee, with or without delegated powers, will be appropriately recorded in the written minutes The LGB will receive but not debate, save in exceptional circumstances, decisions which it has delegated to a Committee or to an individual. 18 Decision Making 18.1 Members of the LGB recognise that all decisions must be made at a meeting of the LGB unless a Committee or an individual has been delegated to deal with a specific issue Every matter to be decided at a meeting of the LGB shall be determined by a majority of the votes of the Governors present and entitled to vote on the matter. Every Governor shall have one vote. A Governor may not vote by proxy If there is a tied vote at the end of a discussion, the Chair, or person who is acting as Chair for the purposes of the meeting (provided that such person is a Governor or authorised to vote), will have a second or casting vote to determine the issue Any Governor who is also an employee of the Trust shall withdraw from that part of any meeting of the LGB at which her/his remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement are to be considered A resolution in writing, signed by all the Governors shall be valid and effective as if it had been passed at a meeting of the Governors duly convened and held. Such a resolution may consist of several documents in the same form, each signed by one or more of the Governors The Chair or, in her or his absence, the Vice Chair has authority to exercise any function of the LGB or Committee which can be delegated to an individual in cases of urgency only where a delay in exercising a particular function would be likely to be seriously detrimental to the interests of the Academy or Trust; any student at the Academy, or her or his parent; or a person who works at the Academy. In this situation, "a delay" means that a meeting of the LGB or an appropriate Committee could not be called in sufficient time to deal with the matter without it being seriously detrimental to those listed above Where urgent action has been taken by the Chair or Vice Chair, the facts will be reported to the next meeting of the LGB or Committee A decision of the LGB or Committee with delegated powers is binding upon all its members. 19 Delegation of Functions 19.1 No action may be taken by a Committee, an individual Governor, the Principal(s) or a member or an employee of the Trust unless authority to do so has been delegated formally by the Board and, as permitted by the Board, the LGB. This delegation does not restrict actions described in 18.6 above. 20 Delegation to Committees Further Matters Committees with delegated powers will have authority to make decisions on behalf of the LGB Written notice of meetings, a copy of the agenda and any other supporting papers will be sent by the Clerk to the Committee to every member of the Committee and the Principal/Executive Principal (acting as the Principal, where one is not appointed) (whether or not she/he is a member of that Committee) so that they are received at least seven clear days in advance of the meeting. However, where the Chair of the Committee determines that there are matters demanding urgent consideration, the written notice of the meeting, the agenda and supporting papers may be sent within such shorter periods as the Chair directs. 6 BOT 17/11/16

7 20.2 The Principal/ Executive Principal (acting as the Principal, where one is not appointed) has the right to attend any meeting of a Committee subject to the statutory rules laid down in respect of exclusions, staff disciplinary and other such matters Every question to be decided at a meeting of a Committee is to be determined by a majority of votes of the members of the Committee present and voting on the question. Voting will usually be by show of hands. However, a Committee may decide that a secret ballot will be required on a specific issue If there is a tied vote at the end of a discussion, the Chair, or person who is acting as Chair for the purposes of the meeting (provided that such person is a Governor), will have a second or casting vote to determine the issue In order to provide the Principal/Executive Principal (acting as the Principal, where one is not appointed) with an appropriate work/life balance, the Principal(s) may nominate a suitable member of the School Leadership Team to attend one or more meetings of appropriate Committees on her/his behalf Minutes of the proceedings of a meeting of a Committee will be drawn up by the Clerk to the Committee (or the person acting as Clerk for the purposes of a meeting) and must be signed (subject to the approval of the Committee) by the Chair of the next meeting of the Committee and will be presented to the next LGB meeting for information. 21 Minutes and Papers of the LGB and Committees 21.1 The minutes of meetings will be drawn up by the Clerk and signed by the Chair at the next meeting A dissenting view will be recorded in the minutes of the meeting, if that is the wish of one or more attendees present LGBs must maintain and provide to any interested party or the Secretary of State on request:- The agenda for every meeting of the Board of Charity Trustees, any Local LGB or any Committee to which the Board of Charity Trustees delegates any of its functions; The draft minutes of every such meeting, if they have been approved by the Chair of that meeting; The signed minutes of every such meeting; and Any report, document or other paper considered at any such meeting The LGB may exclude from items provided under clause 21.3 any content relating to:- A named teacher or other person employed, or proposed to be employed, at any Academy; A named student at, or candidate for admission to, any Academy; and Any matter which the Academy reasonably believes should remain confidential The Board will maintain a Code of Conduct for Academy Governors to which all Governors are required to adhere. If a Governor breaches confidentiality, the Chair of Governors will first speak to the Governor about the matter. Depending on the circumstances, the LGB may consider voting on whether to suspend the Governor concerned and refer the matter to the Board. This does not prevent the Board being informed of circumstances where a vote is not held. In the case of Chair breaching confidentiality, the Chair of the Board will, will first speak to the Governor about the matter and may refer the matter to the Board Copies of draft minutes, checked for accuracy by the Chair and Principal(s) will be sent to all Governors of the LGB and Committee attendees as appropriate. Action will be taken on the basis of decisions recorded in the minutes and need not await the formal approval of minutes at the next meeting The minutes of a meeting will be considered for approval, with or without amendment, at the next meeting. 22 Review 7 BOT 17/11/16

8 22.1 These procedures are determined by the Board which may take into account recommendations made by LGBs LGBs shall undertake an annual review of these Local Governing Bodies Procedures and make any recommendations to the Board. 23 Distribution 23.1 A copy of these procedures will be presented to every Governor of the LGB, new Governors upon appointment/election, the Principal(s) and the Clerk to the LGB. A copy will also be filed with the agenda papers as part of the record of the meeting at which they are agreed or amended. 8 BOT 17/11/16

9 Finance and Audit Committee A Committee of the Board Membership Voting Members The committee will comprise the Trustees. The Executive Principals share one vote on matters not relating to the audit function and are not eligible to vote in relation to the audit function of the committee. Non-Voting Members Trust employees, namely the Executive Principals, are not permitted to vote on matters relating to Audit. Director of Business and Business The committee is authorised to invite further attendees to assist and advise on a particular matter. Chair and Vice Chair of the Committee Clerk to the Committee Meetings As determined by the Committee, being appointed by the Committee at its first meeting of each academic year. The Clerk to the Board The committee shall meet at least once per term, and otherwise as required. Quorum and decisions The quorum for a meeting is any three Trustees, or, where greater, any one third (rounded up to a whole number) of the total number of Trustees holding office at the date of the meeting. Where there is an equal division of votes, the Chair of the Board shall have the casting vote. Urgent Decisions - the EPs and a minimum of two Trustees outside of Committee meetings can agree an urgent decision regarding non-audit functions which will be reported to the following Board meeting. Circulation of Papers Referral to the Board Papers will be circulated at least 1 week before the meeting. Minutes of the meeting will be passed to the Board Terms of Reference Delegated Responsibilities Academy and Trust Funding Model 1. Determine, in consultation with the LGBs, a funding model across the Trust and develop an individual funding model for the Academies so as to the secure the Trust s financial health in the short term and the long term. This will include determining the Trust wide budget and the central services levy to be charged to each Academy. 9 BOT 17/11/16

10 2. To consider the Academies forecast funding, and funding notified by the DfE, and to assess its implications in advance of forthcoming financial years. Academy Budget Recommendation to the Board 3. To consider, amend and recommend, to the Board, acceptance of each Academy's budget for the forthcoming financial year to the Board; Strategic Financial Plan 4. To develop a three year strategic financial plan within the context of the Trust s Improvement Plan, and to review this on an annual basis. Compliance Review 5. To monitor the Trust s and each Academy s Compliance with the Trust s financial regulations/rules/procedures and Funding Agreement, including the Academy s Financial Handbook. This includes the requirement for the Trust to deliver Value for Money. KPI and Review 6. To establish financial KPIs and monitor and review delegated expenditure and ensure compliance with the Trust s overall strategic financial plan and each Academy drawing any matters of concern to the attention of the Board; Financial Statements 7. To prepare the financial statement to form part of the annual report to be considered for approval by the Board for filing in accordance with Companies Act and DfE requirements; Insurance/Risk Protection Arrangements 8. Ensuring that arrangements for insurance cover/risk Protection Arrangements are in place and adequate. Land and Freehold Property 9. Acquiring or disposing of any freehold property or land. Prior consent must also be obtained from the Secretary of State. 10. Taking up or granting a leasehold or tenancy agreement on land or buildings from/to another party for a lease term of seven years or more, in the case of taking up, and a leasehold of any duration. Prior consent must also be obtained from the Secretary of State. Valuation, Security And Disposal Of Assets (Not Relating To Land Or Freehold Property) 11. Receiving Reports on valuation of gifts-in-kind and donated services and facilities where they should be included in the company accounts, and to determine their value. 12. Monitoring Academies oversight for the security of Academy purchased and other allocated assets. 13. Dealing with the disposal of heritage assets and other assets not delegated to LGBs. Finance and Operating Lease(S) (Not Relating to Land or Freehold Property 14. Taking up a finance lease on any class of asset for any duration from another party, with the consent of the Secretary of State. 15. Taking up an operating lease an asset with a value over of 30,000 or where the lease term is greater than 5 years. 10 BOT 17/11/16

11 Bank Accounts 16. To receive notifications from LGB opening or closing of a bank account. Novel or Contentious Transactions 17. Making Novel payments or other transactions are those in which the Trust has no experience, or are outside the range of normal business activity. Contentious transactions are those which might give rise to criticism of the trust by the public or the media. Borrowing/Loans/Overdraft 18. The Committee shall determine whether to seek EFA s prior approval for borrowing (including finance leases and overdraft facilities) from any source, where such borrowing is to be repaid from grant monies or secured on assets funded by grant monies (regardless of the interest rate chargeable). This does not include the use of credit cards, which may only be used by academies for business (not personal) expenditure. Credit card balances must be cleared before interest accrues. Investments 19. The Committee may invest to further their trust s charitable aims, but must ensure that investment risk is properly managed. When considering making an investment the board of trustees must: act within their powers to invest as set in the Trust s articles of association have an investment policy to manage, control and track their financial exposure, and ensure value for money exercise care and skill in all investment decisions, taking advice as appropriate from a professional adviser ensure that exposure to investment products is tightly controlled so that security of funds takes precedence over revenue maximisation ensure that all investment decisions are in the best interests of the trust and command broad public support review the trust s investments and investment policy regularly 20. The Committee must, on behalf of the Trust, follow the Charity Commission s guidance: CC14 Charities and investment matters: A guide for trustees. The EFA s prior approval must be obtained for investment transactions which are novel and/or contentious. Write-Offs and Liabilities, Entering Guarantees, Indemnities or Letters Of Comfort 21. The Committee is delegated the power for:- writing-off debts and losses where over 5,000 entering into guarantees, letters of comfort or indemnities in any case Prior DfE consent is required in either of the above according to the following DfE requirements: The DfE delegated limits, subject to a maximum of 250,000, are: 1% of total annual income or 45,000 (whichever is smaller) per single transaction cumulatively, 2.5% of total annual income in any one financial year per category of transaction for any academy trusts that have not submitted timely, unqualified audited accounts for the previous two financial years. This category includes new academies that have not had the opportunity to produce two years of audited accounts cumulatively, 5% of total annual income in any one financial year per category of transaction for any academy trusts that have submitted timely, unqualified audited accounts for the previous two financial years Special Payments 22. Determining special payments made to employees outside of normal statutory or contractual requirements when leaving employment in public service whether they resign, are dismissed or reach an agreed termination of contract. Special payments include:- staff severance payments, compensation payments; and ex gratia payments Purchases from Local Authorities 23. Determine, on behalf of the Board, local authority contracts with a value of at least 5,000 to be purchased from the local authority, having regard to: the availability of alternative providers, the circumstances of any prior service 11 BOT 17/11/16

12 review; the potential for savings; the resources available to the Trust to undertake a timely review; and other matter considered relevant to the Trust, within the value for money framework of the DfE financial regulations. Purchasing and Contracts 24. Authorisation of orders for goods and services having a value over 80,000. Benchmarking 25. To consider financial benchmarking information and discuss any issues raised Policies and Review 26. To review and approve policies in accordance with the policy review cycle, including but not limited to: Academy Financial Procedures Manual Charging and remissions policy Annual review of lettings charges Sponsorship/fundraising Risk Registers 27. The Committee shall consider the risk registers maintained by individual academies and the corporate risk registers maintained by the Executive Principals. Auditors and Audit Requirements 28. The Committee shall review the risk to internal financial control and agree a programme of work that addresses these risks and inform the accounting officer s annual statement of internal control statement, as required by the Department for Education. 29. In accordance with the AFH, the Committee s work must focus on providing assurances to the board of trustees that all risks are being adequately identified and managed with particular regard to: reviewing the risks to internal financial control at the trust agreeing a programme of work to address, and provide assurance on, those risks 30. As a multi-academy trusts the Committee s oversight must extend to the financial controls and risks at constituent academies. In particular the Audit Committee shall:- i. Agree an internal programme of risk review, including the checking of financial controls, systems, transactions and risks. ii. The programme shall make use of one or several of the following options:- Use of an internal audit service Performance of a supplementary programme of work by the Trust s external auditor Appointment of a non-employed Trustee with an appropriate level of qualifications and/or experience to check the Trust s controls and lead the Audit Committee, who would not normally be paid for their services Peer review, with the work being performed by a third-party Trust s qualified or experienced member of its finance team acting as an independent reviewer. iii. Comment on the Trust s auditors, Committee commissioned audit reports, and recommend to the Board action as appropriate in response to audit findings; 12 BOT 17/11/16

13 iv. Advise the Board on the adequacy and effectiveness of each - Academy s and the Trust s systems of internal control and their arrangement for risk management, control and governance processes, and securing economy, efficiency and effectiveness (value for money) v. Review the statement on internal control and make recommendations to the Board vi. Consider the findings of the internal programme of risk review and reports of the auditors, advise the Board of all material controls issues, make recommendations for improvement vii. Ensure that all allegations of fraud and irregularity are appropriately investigated and controls weaknesses addressed viii. Recommend the annual financial statements to the Board for approval where the Committee cycle permits ix. Monitor the effectiveness of auditors and advise the Board on the appointment and remuneration of auditors and ensure that additional services undertaken by the auditors are compatible with the audit independence and objectivity. 31. Recommend to the Board the appointment or reappointment of the auditors of the academy. The Academy Trust has not constituted a separate Audit Committee, but will address its audit and risk management obligations as above through the Finance and Audit Committee. The internal programme of risk review may include the performance of a supplementary programme of work by the external auditors, an element of peer review or independent examination (e.g. in a reciprocal arrangement with another Trust). 13 BOT 17/11/16

14 Local Governing Body Powers Delegated by the Board Membership Voting Members The Committee will comprise:- i. the Academy s Principal(s) or Executive Principal(s) (acting as the Principal, where one is not appointed). ii. up to 12** Governors comprising:- a minimum of two Parent Governors; Staff Governor(s); and, Co-Opted Governor(s). The proportion of Staff Governors, including the Executive Principals (if appointed under i. above)/principal(s), must not exceed one-third of the total. **Dinnington High School and Brinsworth Academy are in a transition phase to reduce their number of Governors to 12 by the end of the school year. Non-Voting attendees Chair and Vice-Chair of the Committee Quorum and decisions Clerk to the Committee Meetings the Executive Principal(s) Others may attend the LGB as invited. The Board delegates the appointment of the Chair and Vice Chair of its LGB to the Governors of the Academy. The term of office of the Chair and Vice Chair shall be 2 years. A Governor who is employed at the Academy in any capacity is not eligible to be the Chair or Vice Chair of the LGB. The Board reserves the right to overrule or substitute the Chair or Vice-Chair of an LGB at any time. The quorum for a meeting of the LGB, and any vote on any matter at such a meeting, shall be any three of the Voting Members of the LGB, or, where greater, any one third (rounded up to a whole number) of the total number of Voting Members of the LGB at the date of the meeting. Clerk to the Local Governing Body in consultation with the Board in accordance with item 8. Below (Strategy and Leadership). At least once in every term and on other occasions as may be necessary. Terms of Reference - Delegated Responsibilities from the LGB under the Board s Scheme of Delegation Strategy and Leadership 1. Make recommendations to assist the Board in its determination of strategic objectives. 2. Review the performance of the Academy s Principal and her/his leadership team. 3. Review and challenge progress of the Academy Principal and her/his leadership team against the strategic objectives and KPIs, and report to the EP and Board. 4. Comply with the Academy s Funding Agreement, including the Academies Financial Handbook. 5. Review to ensure the Principal and her/his leadership team are following appropriate financial controls are being applied to ensure regularity, probity and value for money in relation to the management of public funds. 6. Maintain a register of business interests and adhere to procedures to deal with any conflicts of interest and connected party transactions. 7. Ensure the correct appointment of Governors and review the skills of Governors of the Academy s LGB 8. Make recommendations to assist the Board in appointing the Clerk to the LGB. 9. Review and challenge the Principal and her/his leadership team against Trust Wide Policies (including admissions, DBS, charging and remissions policies, health & safety and safeguarding, etc.). 10. Ensure the delivery of a training programme for Governors. 14 BOT 17/11/16

15 11. Have a strong focus on the students, employees, parents, social groups supporting the school and the local community. 12. Propose Link-Governors to the Board to attend the Consultation Groups. 13. Designate Key Areas Lead Governors, namely the Effectiveness of Leadership and Management, the Quality of Teaching, Learning and Assessment; Personal Development, Behaviour and welfare; and Outcomes for learners to support the Academy. Education and Curriculum 1. Have a strong focus on the Academy s:- Student Welfare, through the Student Welfare Committee; Student Champion and Student Success. 2. Recommend the Academy s Improvement Plan, which aligns with the strategic aims of the Board, to the Board. 3. In relation to Trust wide and specific Key Performance Indicators set by the Board; recommend to the EP targets against the KPIs; review and hold to account the performance of the Principal(s) and her/his leadership team against the KPIs. 4. In relation to the Quality of Teaching, review the performance of the Academy s Principal and her/his leadership team in regard to ensuring appropriate levels of support, challenge and intervention to support delivery of education outcomes. 5. In relation to the Academy s curriculum, respond to consultations by the Board, and review the Principal and her/his leadership team s effectiveness in delivering the curriculum determined by the Board. 6. Determine how Pupil Premium should be spent and review the Principal and her/his leadership team s effectiveness in terms of associated educational outcomes and narrowing the achievement gap. 7. Making sound admission decisions, as an LGB, in accordance with the Trust s Admissions Policy. 8. Receive reports from the Principal in relation to student issues, including attendance, exclusions, punctuality and disciplinary matters for the Academy. 9. As an Admissions Body, to require the Principal to determine admission applications and requests made by the local authority, under paragraph 3.22 of the Academy Admissions Code to admit a child where the local authority could subsequently ask the Secretary of State to intervene. 10. Respond to Board consultation in its determination of the Academy s term dates, opening hours and length of the school day. 11. Review the Principal and her/his leadership team s effectiveness in providing school lunch to appropriate nutritional standards, and free school meals to qualifying students to such standards. Financial (To be read in conjunction with Annex 4 of LGB Terms of Reference approved by the Board.) 1. Respond to Board consultation in its determination of the Trust s Funding Model, and review the Academy s Financial Plan (forward years). 2. Consult with the EP on the Academy s annual budget requirement and forecast three year position. 3. Review the Principal and her/his leadership team s management of income and expenditure to ensure compliance with the Academy s annual budget and adherence to financial reporting obligations and KPIs. 4. Review the Principal and her/his leadership team s compliance with the financial delegation obligations and, as an LGB, comply with the delegated limits determined by the Board. 5. Report any issues of concern regarding:- expenditure; adherence to the Academy Annual Budget, Trust Financial Policies, Procedures and Delegations to the EP. 6. Adhere to the Board s accounting policies by maintaining and operating a suitable accounting system and records. It shall ensure proper financial records and information to assist the Trust in preparation of the Annual Accounts. 7. The purchase of Local Authority services with a value less than 5, Authorisation of orders for goods and services with a value up to 80, Taking up an operating lease for an asset with a value under of 30,000 provided the lease term is less than 5 years. 10. Goods and services purchased by the academy where the value is over 5,000 that are not the lowest price received must be reported to the Board. 11. The disposal of assets with an original purchase value of less than 20,000 and informing the Board. 15 BOT 17/11/16

16 12. Writing-off debts and losses up to 5, Review the Principal and her/his leadership team s maintenance of the Academy s Risk Register. 14. Adhere to the Financial Procedures Manual which sets out the operational systems and controls to address the financial responsibilities of the LGB and its identified members of staff. 15. LGB delegations to its Committees, Principal and staff must observe the Trust s duty to obtain prior consent from the DfE where required under the DfE Academies Financial Handbook or Funding Agreement. Where such consent is required, the LGB shall make an application to the Board. The Board will determine the application and, if supported, make the application to the DfE. 16. Consider information on the Academy s financial performance at least three times a year, with relevant explanations and documentation where required, and take appropriate action. 17. Inform the Accounting Officer if the LGB suspects any significant irregularity affecting resources. HR and Operations 1. In regard to appointing the Academy Principal, recommend a representative to sit on the appointment panel with the EP and others. 2. Respond to Board consultation in its determination of the Academy s staffing structure and review the structure s operating. 3. Appoint Academy staff to the Board s approved staffing structure. This may be undertaken by the Principal/ Executive Principal (acting as the Principal, where one is not appointed). 4. Review the Principal and her/his leadership team s compliance with MAT HR policies (including recruitment, discipline, capability, grievance and absence policies) in accordance with statutory requirements. 5. Assure the EP in respect of the Principal s(s ) appraisal under the Trust s Performance Management Policy (including pay reviews), and hear any appeals against decisions made by the Principal(s) in regard to other Academy staff. 6. Review the Principal and her/his leadership team s implementation of the Trust s Discipline and Grievance Policy. 7. Review the Principal and her/his leadership team s compliance with the Trust s Procurement Policy and, as an LGB, comply with Policy. 8. Respond to Board consultation in its determination of central services provided to the Academy, and report to the Board on the effectiveness of Trust centrally provided services. 9. Ensure that asset and estate maintenance programmes are executed in the Academy. 10. Comply with any Trust PR and Media activities to project the activities of the Trust. 11. Review the Principal and her/his leadership team s production of the Academy s prospectus. 12. Review the Principal and her/his leadership team s maintenance, development and security of the Academy s estate, including its land, buildings and assets within its delegated budget. 13. To approve the Academy s Risk Register, ensuring it is compatible with the MAT s Risk Register requirements. 14. To implement Academy s Health and Safety arrangements in accordance with the MAT s Health & Safety Policy. 15. To consider and, as appropriate, approve of adventurous, international and residential trips and visits. 16 BOT 17/11/16

17 The Board s Consultation Groups Consultation Group Finance Membership Required Attendees Two Trustees allocated by the Board Up to four Governors from the Trust s Academies, designated by the Chair of the Group Executive Principal(s) Principal from each Academy Director of Business Additional Attendees Others may attend a meeting as required by the Group. Chair and Vice-Chair of the Committee Quorum Clerk to the Committee Meetings The two Trustees, as designated as by the Board At least one Trustee Clerk designated by the Board Once per term Terms of Reference To support the functions designated to the Board s Finance and Audit Committee. 17 BOT 17/11/16

18 Consultation Group Curriculum and Education Membership Required Attendees Two Trustees allocated by the Board Up to four Governors from the Trust s Academies, designated by the Chair of the Group Executive Principal(s) Principals from each Academies Addition Attendees Others may attend a meeting as required by the Group. Chair and Vice-Chair of the Committee Quorum Clerk to the Committee Meetings The two Trustees, as designated as by the Board At least one Trustee Clerk designated by the Board Once per term Terms of Reference 1. To support the Board in relation to its Curriculum and Educational responsibilities. 2. Assisting the Trustees in relation to the following specific areas: Commenting on draft Trust Improvement Plan and each Draft Academy s Improvement Plan Reviewing each Academy s delivery of the curriculum and maintenance of curriculum standards Considering Academies performance against Board established KPIs Considering the effectiveness of each Academy s use of Pupil Premium. Commenting on draft Trust policies, including Academy s Behaviour Policy, Admissions Policy, Academy Terms Dates and School Day, etc. 18 BOT 17/11/16

19 Consultation Group HR and Operations Membership Required Attendees Two Trustees allocated by the Board Up to four Governors from the Trust s Academies, designated by the Chair of the Group Executive Principal(s) Principals from each Academies Director of Business Addition Attendees Others may attend a meeting as required by the Group. Chair and Vice-Chair of the Committee Quorum Clerk to the Committee Meetings The two Trustees, as designated as by the Board At least one Trustee Clerk designated by the Board Once per term Terms of Reference 1. To support the Board in relation to its HR and Operations responsibilities. 2. Assisting the Trustees in relation to the following specific areas: Commenting on draft Trust Staffing Structures Commenting on draft Trust HR policies, Procurement, Estate and non-staffing operations policies Commenting on Draft Central services proposals and the performance of such services 19 BOT 17/11/16

20 Student Discipline and Exclusion Committee A Committee of the LGB Membership Voting Members The Committee will consist of three Governors from the LGB. The Governor panel must not include; the Principal, although this does not prevent the Principal attending the Committee in a non-voting capacity to give evidence any other staff Governor any non-staff Governor with prior knowledge of the specific details of the case Non-Voting invited attendees Associate/Deputy/Assistant Principal(s) and the relevant student and their parent(s)/carer(s) would normally attend the Committee. The Committee may only invite other attendees in the interest of natural justice. Chair of the Committee Quorum and decisions Clerk to the Committee Meetings To be appointed by the Committee at each meeting. Three Governors Clerk to the Local Governing Body or member of administration staff as adopted by each Academy The Committee shall meet to address arising student discipline matters to comply with statutory timescales or, where not mandatory, within a reasonable period of time. Terms of Reference - Delegated Responsibilities from the LGB 1. To meet the statutory requirements of student discipline and exclusions for a permanent exclusion / termly 15+ days fixed term exclusion brought by the Principal. 2. To review the use of exclusion within the school and to decide whether or not to confirm the decision of the Principal to exclude a student. 20 BOT 17/11/16

21 Student Welfare Committee A Committee of the LGB Membership Voting Members A minimum of three Governors including the Principal (or her/his nominee) Chair of the Committee Quorum and decisions Clerk to the Committee Meetings To be determined by the Committee unless decided by the LGB. Three Governors Clerk to the Local Governing Body or member of administration staff as adopted by each Academy Once per term Terms of Reference - Delegated Responsibilities from the LGB 1. To advise the Governing Body on all aspects of the Academy s Student Welfare system including; policy practice statutory requirements including Child Protection, Safeguarding and Looked After Children, SEND and Pupil Premium students. 2. To approve strategies/policy to promote and reward good behaviour 3. To determine on behalf of the LGB the Academy s targets for attendance and rigorously monitor and review attendance/persistent absence 4. To develop Governor understanding of all aspects of the student welfare system 5. To review the Academy s student welfare policies as appropriate and recommend their adoption/ratification on behalf of the LGB 6. To support the Academy in its development of appropriate high quality student welfare 21 BOT 17/11/16

22 Staff Grievance Committee A Committee of the LGB Membership Voting Members The Chair or Vice-Chair of LGB, other than in exceptional circumstances, and two other Governors, not being the Principal or staff Governors. Non-Voting invited attendees The Committee may only invite other attenders in the interest of natural justice (e.g. HR/Union representatives and staff member involved as appropriate). Chair and Vice-Chair of the Committee Quorum and decisions Clerk to the Committee Meetings Either Chair or Vice Chair of the LGB or, in exceptional circumstances, another Governor. Three Governors Clerk to the LGB or an alternative if determined by the Committee. The Committee shall meet to address arising matters. Terms of Reference - Delegated Responsibilities from the LGB 1. To hear and determine any cases brought forward by a member of staff against the Principal, where the Principal determines a matter should be heard by the Committee or in any other case permitted by policy. 22 BOT 17/11/16

23 Staff Dismissal Committee A Committee of the LGB Membership Voting Members The Chair or Vice-Chair of LGB, other than in exceptional circumstances, and two other Governors, not being the Principal or staff Governors. Non-Voting invited attenders The committee may only invite other attenders in the interest of natural justice (e.g. HR/Union representatives and staff member involved as appropriate) Chair and Vice-Chair of the Committee Quorum and decisions Clerk to the Committee Meetings Either Chair or Vice Chair of the LGB or, in exceptional circumstances, another Governor Three Governors Clerk to the LGB or an alternative if determined by the Committee The Committee shall meet to address arising matters Terms of Reference - Delegated Responsibilities from the LGB 1. To hear and determine any cases brought forward in accordance with the staff dismissal procedures. 23 BOT 17/11/16