The Tiffin School Foundation

The Foundation is a charitable incorporated organisation registered with the Charity Commission under registration number 1185240. The main object of the Foundation is the provision and conduct of Tiffin School. The Foundation is the sole trustee and owner of the land and buildings at London Road, Kingston upon Thames on which Tiffin School (the “School”) is built. The Foundation has the right to appoint a majority of governors to the Governing Board of the School pursuant to the Articles of Association of the Tiffin School Academy Trust. The Foundation is also the corporate Member of the Tiffin School Academy Trust. It does not involve itself in the day-to-day running of the School and focuses on strategic matters and those affecting land and buildings.

Tiffin School: The Academy Trust

The Academy Trust called Tiffin School (Company No. 07547311) was established in 2011 and is a company limited by guarantee with exempt charitable status. Its principal regulator is the Department of Education acting through the Education and Skills Funding Agency “ESFA”. As an exempt charity the Academy Trust is not required to make filings with the Charities Commission but is still required to follow any prevailing Statement of Recommended Practice for charity accounting and to observe charity law. The Academy Trust has no share capital. Its objects are set out in the Memorandum and Articles of Association (as amended) and are focused on the provision of public education through the School. The composition of the Members and Governing Board are laid out in the Articles. The Academy Trust is subject to company law and the requirements of the Registrar of Companies (Companies House) and is therefore required to meet all the filing requirements thereof. As a legal entity the Academy Trust may enter into agreements, employment contracts and other contracts the most important of which are the Funding Agreement entered into with the EFSA and the Land Agreement entered into with the Foundation and the Secretary of State for Education. Both the ESFA and The Tiffin School Foundation must approve any amendments to the Articles of Association.

Members and Members Liability

The Members of the Academy Trust comprise the signatories (unless any have resigned) to the Memorandum and Articles of Association, up to three persons appointed by the Foundation, the Foundation itself as a corporate Member, and any other person appointed by the Members from time to time. There must be at least three Members at any one time. Each Member of the Academy Trust undertakes to contribute up to ten pounds to the assets of the Academy Trust in the event of it being wound up. Members act in a role that is similar to that of shareholders of a company limited by shares except Members have no right to distribution of profits.

The Governing Board

The Governing Board of the Academy Trust acts as a Board of Directors for company law purposes and a Board of Trustees for charity law purposes. The governors of the School (“Governors” and collectively “Governing Board”) are Directors of the Academy Trust for company law purposes and Trustees for its charitable activities. The composition of the Governing Board is laid out in the Articles of Association (as amended) the current version of which can be found on the “Academy Status” page in the “Governance” section of the School website. The Tiffin School Foundation has the right to appoint a majority on the Governing Board. The Governing Board elects the Chair and Vice Chair of Governors annually. The Headteacher is a Governor with full voting rights. There are at least two and a maximum of three Parent Governors who must be current parents of a student at the School at the time they are elected by other parents or appointed. The Governors (who are not themselves co-opted) may also appoint up to six Co-opted Governors. All Governors, however elected or appointed, have equal status and voting rights. Governor terms of office are usually four years and may be re-elected or appointed up to three times.. Governing Board and Committee meetings are held at least once per School Term and may be held virtually.

The Governing Board sets the vision, ethos and strategic direction of the School and delegates the day-to-day management of the School to the Headteacher as chief executive aided in turn by the Senior Leadership Team. The Governing Board holds the Headteacher to account for the educational performance of the School and its students, the performance management of staff and the financial performance of the School and its use of public funds. Individual members of the Governing Board have specialist skills that enable them to do this effectively. Such specialist skills include for example, education, finance, legal, project management and personnel.

Under urgent circumstances where it is not possible to consult Governors, the Governing Board delegates decision making to the Chair of Governors (or Vice Chair in their absence), on the condition that as soon as possible thereafter, the Governing Board is informed and consulted.

Committees of the Governing Board

In addition to serving on the Governing Board, Governors also serve on one or more committees covering Finance, Admissions, Audit, Curriculum & Student, Personnel, Pay, Sites & Premises and Headteacher Performance Review, each with its own terms of reference and delegated areas of responsibility approved annually by the Governing Board. Ad hoc committees of Governors are also established when needed to deal with other specific matters such as appeals. Most regular committees meet a minimum of once per School term and minutes from each committee are tabled at the next full Governing Board meeting. The terms of reference for each committee and any of the ad hoc committees are decided at the first meeting of the academic year of that committee and are then ratified and approved at the next full Governing Board meeting. All decisions taken by a committee that have a financial impact are also referred to the next Finance Committee meeting for approval of the financial aspects thereof. The Finance Committee usually therefore meets last in any cycle of committee meetings and just before the full Governing Board meeting.

The Headteacher together with relevant members of the Senior Leadership Team attend each committee and contribute to the agenda items being discussed. The day-to-day management of the School is delegated by the Governing Board to the Headteacher as chief executive who is given discretion to operate the School within the approved annual budget and in accordance with the School Improvement Plan. The Headteacher appoints the Senior Leadership Team to assist him or her in the day-to-day management of the School. The Governing Board has appointed the Finance Director to manage the day-to-day financial affairs of the School under the supervision of the Headteacher. All proposals that have a financial aspect and which are outside the approved budget must come before the Finance Committee and/or Governing Board depending on their nature and the amount involved. In times where a speedy decision must be taken, an ad hoc Governors’ group will be consulted, with their decision ratified by the relevant committee or Governing Board as soon as practically possible.

Major decisions regarding the School, and in particular the approval of the annual budget, are reserved for the full Governing Board. A summary of the function of each committee is as follows:

Finance Committee

  • To monitor the financial performance of the School, including the review of monthly management accounts.
  • To review the annual budget and audited annual report and financial statements for recommendation to the Governing Board.
  • To ensure that the School follows the financial regulations laid out in its Articles of Association, Funding Agreement, the Academies Financial Handbook and the Tiffin School Financial Procedures Manual.
  • To monitor and approve capital funding proposals and fundraising by the School.

Audit and Risk Committee

  • To establish a programme of independent review and to oversee the internal financial and non financial control framework, working with and assessing the performance of the independent auditor.
  • Oversight of the School’s Risk Registers and Business Continuity Plan.
  • Perform other review functions and institute special investigations at the request of the Finance Committee or the Governing Board.
  • To take responsibility for ensuring that insurance cover (or risk protection under the ESFA’s Risk Protection Arrangements for Schools) is sufficient and appropriate).

Admissions Committee

  • To determine the School’s admissions arrangements and make recommendations to the Full Governing Board.
  • To oversee the admissions arrangements including examinations to the School at Year 7, sixth form and to year groups between these entry points.
  • The review of admission appeals procedures and oversight of public consultations on admissions arrangements.

Curriculum and Student Committee

  • To consider and advise on standards and other matters relating to the curriculum, including meeting statutory requirements and establishing policies relating to the delivery of the School’s curriculum.
  • To review School policies including those related to Special Education Needs and Safeguarding and Child Protection.
  • The monitoring of performance targets, exam results and student achievement.
  • Responsibility for the review of arrangements for overnight educational visits and trips.

Personnel Committee

  • To assess and review the staffing structure of the School and to ensure that all statutory requirements relating to safeguarding and personnel are met.
  • To liaise with the Governors who perform the Headteacher Performance Review.
  • To review policies and procedures relating to human resources.

Pay Committee

  • To conduct an annual review of pay of the Headteacher, Senior Leadership Team, teacher salaries and the Teaching and Learning Responsibility pay structure.
  • To review a report of the annual review of associate staff pay conducted by the Headteacher.

Sites and Premises Committee

  • To oversee the condition and maintenance of buildings and premises and to keep under review the long-term facilities development plan of the school, its playing fields at Grist’s and the Canbury Boat House.
  • To oversee the design, planning, and implementation of capital building projects.
  • Oversight of Health & Safety matters and liaising closely with the School Health & Safety Group.

Other Governance Roles

The Headteacher is also appointed by the Governing Board as Accounting Officer and is thereby held responsible to the Governing Board and the Secretary of State for the financial propriety of the School’s affairs. The Accounting Officer is required to make a statement in the Company’s financial report regarding governance, regularity, propriety and compliance.

The Governing Board has appointed a Finance Director to undertake the role of Chief Financial Officer, as defined in the Academies Financial Handbook, to manage the day-to-day financial affairs of the School under the supervision of the Headteacher. The Finance Director concurrently serves as the Company Secretary.

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