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Governance Structure

An Academy Trust is a company limited by guarantee with charitable status.
A company limited by guarantee is much like an ordinary private company limited by shares. It is registered at Companies House, must register its accounts and an annual return each year, and has directors. A major difference is that it does not have a share capital or any shareholders, but members who control it.
The Trust is made up of a number of key roles as shown below:

An explanation of each role is given below



In a company limited by guarantee, there are no shareholders, but the company must have one or more members. Subject to any special provisions in the company's articles, the members will be entitled to attend general meetings and vote, and in most companies that means they can appoint and remove the directors, and have ultimate control over the company. The members meet at the Annual General Meeting and elect a committee to manage the organisation on their behalf, and subject to the rules in the memorandum and articles. By and large, the company law provisions relating to general meetings, resolutions, etc. in ordinary share companies apply to companies limited by guarantee.
The original members of the trust are the signatories to the Funding Agreement between the trust and the Secretary of State. As described above the members do not undertake the overall management of the trust but appoint directors to do this on their behalf. It should be noted that members are perfectly entitled to appoint themselves as directors, however, current DfE advice is that the majority of members should not also be directors ensuring that members are able to call directors to account for their management of the trust. To meet this recommendation only two of three Members of The Shire Multi-Academy Trust are also Directors.
The current Members of The Shire Multi-Academy Trust are:

  • Terry Dixon
  • Eileen Parry
  • Gavin Smith
  • Elaine Nolan
  • Joseph Walker



The formation of the Board of Directors of the Trust (The Trust Board) is set out in the Articles of Association under Article 46. It should be noted that the document refers to ‘Trustees’, this is due in part to the legal framework for academy trusts, however it is common practice to refer to ‘trustees’ as ‘directors’ and this convention will be followed within The Shire Multi-Academy Trust and therefore in this document.
The formation and operation of academy trusts is governed by three principal areas of law, namely company law, education law and the law as it applies to the trust’s charitable status. A summary of the responsibility of directors under these areas is given at Appendix A.
Appendix B sets out the role of Trust Directors in relation to the trust.
The Articles allow for up to seven directors to be appointed by the members and also for two Parent Directors, unless provision is made for two Parent Governors on each Local Governing Body.
The Directors appointed by the Members are:

  • Judith Hirst (Ex Officio)
  • Paul Micklethwaite (Chair of the Board of Directors)
  • Eileen Parry
  • Gavin Smith
  • Elaine Doxey
  • David Donnelly
  • Nick Adams

The Board may also appoint Co-opted Directors, provided that the number of Member appointed Directors always exceeds the number of Directors appointed by other means (e.g. Parent and Co-opted Directors). In addition the number Trust employees who are Directors cannot exceed one third of the total number.
The Trust has a wide range of responsibilities that may be delegated to others through that is described in greater detail in the section 10,  ‘Scheme of Delegation’
Appendix C sets out a Code of Conduct for Trust Directors.

Local Governing Bodies

Each academy within the Trust has its own Local Governing Body (LGB) which will operate within powers delegated to it by the Trust Board. It should be noted both the composition of, and delegation to, individual LGBs can vary according to circumstance. The Board will appoint Trust Appointed Local Governors for a term of three years and nominate one of that number as the Chair of the LGB. The Staff Local Governor will be elected by the staff of the academy for a term of three years.
The primary role of the Local Governing Body is to provide support and challenge to the Executive Headteacher and Heads of School in ensuring every child makes good or better progress and that parents & carers are fully involved in their child’s education. To maximize the ability of the local governors to focus on this key area the LGB is not required to manage financial resources, staffing, Health and Safety or many of the other areas traditionally associated with a maintained school governing body as these issues are dealt with at a Trust level.
The make-up of the current LGBs is:

Sandhill Primary LGB
Trust Appointed Local Governors

  • Eileen Parry (Chair)
  • Paul Micklethwaite
  • Kevin Osborne
  • Jamie McSloy

Other Local Governors

  • Head of School (Ex officio)
  • Abbie Pearce-Dyke (Staff Governor)
  • Richard Colborn (Parent Governor)





Laithes Primary LGB
Trust Appointed Local Governors

  • Gavin Smith (Chair)
  • David Donnelly
  • Elaine Doxey


Other Local Governors

  • Head of School (Ex officio)
  • Steven Johnson (Staff Governor)
  • Deborah Lowe (Parent Governor)



Committees are formal elements of the Trust structure with defined and delegated responsibilities. The Local Governing Bodies are therefore committees. Whilst LGBs are able to form their own committees within the scope of the Articles of Association the Trust does not feel that LGBs are necessary within the current range of delegated responsibilities. Each LGB does however have the option to form working parties to undertake specific areas of work, however these will not have any decision making abilities and will be merely advisory.
The Board has established a number of committees to perform key roles on behalf of all Trust academies as set out below:


Role & Function


  • To support the board in ensuring that a framework is established and maintained for optimising the employment of all the resources available to The Trust to enable it to meet its business and financial objectives.
  • To ensure that the Trust’s framework of financial planning, management and systems enable the proper management of the financial resources within the organisation
  • To develop strategies for the employment of staff, communications, procurement, value for money and facilities management.
  • To support the board in providing an added level of scrutiny in the monitoring of financial performance across the Trust and the performance of other central and support services.
  • To keep the board regularly informed of the committee’s activities and key decisions.


  • To monitor and assess the internal controls of The Trust to ensure that the trust is operating at appropriate levels of risk and in compliance with the Code of Audit Practice.
  • To take responsibility for external and internal audit matters, oversee the work programme and performance quality of the internal and external audit services.
  • To support the board in ensuring that a framework is established and maintained for the identification and management of risk
  • To support the board in providing an added level of scrutiny in the monitoring of internal and external audit matters, risk management, fraud prevention and detection, and internal controls and health and safety.
  • To keep the board of directors regularly informed of the committee’s activities and key decisions.


  • To comply with Annex 4 of the Funding Agreements between the Secretary of State and Sandhill Academy Trust which obliges the Academy to have regard to the Secretary of State’s Guidance on exclusions—‘Improving Behaviour and Attendance: Guidance on Exclusion from Schools and Pupil Referral Units’ and to resolve any issues relating to staffing not delegated by the Trust.
  • To make appropriate comments and recommendations on such matters to the Board.


  • To oversee full compliance with Annex 2 of the Funding Agreement between the Secretary of State and Sandhill Trust which includes requiring the Academy to act in accordance with all relevant provisions of the statutory codes of practice on admissions and the law on admissions as it applies to maintained schools.
  • To make appropriate comments and recommendations on such matters to the Board.



  • To undertake detailed analysis of the performance of the Trust’s academies and in particular to the progress and attainment of groups of pupils. To review, recommend on and report on school improvement priorities and to scrutinise impact.
  • To make appropriate comments and recommendations on such matters to the Board.



  • To hear appeals on behalf of the Academy Trust.
  • To make appropriate comments and recommendations on such matters to the Board.
  • To implement guidance on the conduct of appeals issued by the Secretary of State as it applies to Academies.


Performance Management

  • To apply the Performance Management Scheme for the Executive Head Teacher
  • To make recommendations on this matter to the Board.


The Committee Procedures can be found at Appendix E.
The Resources, Audit, Standards and Performance Committees will meet on a regular basis as set out in the Trust’s Annual Meeting and Reporting Cycle to be found at Appendix F.  The Discipline, Admissions and Appeals committee will meet as required by circumstance.



Whilst responsibility can be delegated accountability cannot be devolved and therefore an important factor in the organisation and governance of an academy trust is the principal of control whereby each layer of the organisation has the ability to directly control the layer below it to secure accountability.
The Members of the Trust have to be approved by the DfE and less than a fifth of their number may be ‘local authority influenced’. This reflects that fact that a key aspect of academies is that they are independent of LA control and therefore the extent of their involvement is limited by the governing articles.
The Members appoint the Directors of the Trust who form the Trust Board and it is the Board that has both accountability to the Secretary of State and responsibility for all aspects of the functioning of the Trust and its academies.
The Trust Members do not make any decisions regarding the operation of the Trust, however since they both appoint and can remove Trust Appointed Directors they can exercise control over the Trust should they have concerns over its operation, however this should be only be limited to issues regarding the operation of the Trust in respect to its articles. As noted above the majority of the members do not serve as Board Directors and therefore have the ability to provide an additional level of scrutiny to effect this overview.
The make-up of the Trust Board as outlined above in section 4.2 and defined in the Articles of Association ensures that Directors appointed by the Members always have a majority on the Board. It is also a requirement that no more than 20% of the Directors are LA influenced for the reasons described above. Whilst the Board may co-opt further Directors the overall majority of Trust Appointed Directors must always form the majority of the Board and the 20% rule cannot be exceeded. The exception to this is the power of the Secretary of State to appoint additional Directors to the Board with no upper limit. This effectively allows the Secretary of State to flood the Board with his or her nominees and take control where concerns may exist.
The Trust is not required to have Local Governing Bodies and some trusts do operate without them, however The Shire Multi-Academy Trust has recognised the advantage of having a local presence to take oversight of the specific issues facing the individual academy. For The Shire Multi-Academy Trust, however, the LGBs will operate within a tightly defined scheme of delegation with a primary focus on pupil outcomes. The make-up of the LGB, as described in Section 4.3 again ensures that the majority of Governors are appointed by the Board and the Board is free to dismiss Board appointed governors or to appoint additional governors as they see fit. It should also be noted that in order to adhere to the principles described here the number of Board Directors who are  also governors on an individual LGB should be exceeded by the numbers of Board Directors who not also governors on that LGB to ensure the LGB can be held to account by the Board.
In this way there is a line of control from Secretary of State to Members, through to Directors and Governors.




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