Head’s Newsletter – Friday 9th February 2024
The Scheme of Governance is reviewed annually at the first full Governing Board meeting of the School year.
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.
The Members of the Academy Trust comprise the original 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 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 to the Governing Board. The Governing Board elects the Chair and Vice Chair of Governors annually. 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 governors may be re-elected or re-appointed. Governing Board meetings are held at least once per School Term and may be held virtually. Other than the Headteacher by mutual agreement with the members of the Academy Trust, employees of the Academy Trust may not be appointed as Governors.
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.
In addition to serving on the Governing Board, Governors may also serve on a committee covering Finance, Audit and Risk, Education, Admissions and Pay. These committees have their own terms of reference and delegated areas of responsibility approved annually by the Governing Board. The Finance, Audit and Risk and Education Committees meet a minimum of once per School term and minutes from these committees are tabled at the next full Governing Board meeting. The Admissions and Pay Committees meet as required. The Headteacher together with relevant members of the Senior Leadership Team attend each committee and contribute to the agenda items being discussed.
Ad hoc committees of Governors are also established when needed to deal with other specific matters such as appeals.
A summary of the function of these committee is as follows:
Within its core functions of setting the vision, ethos and strategic direction of the School, holding the Headteacher to account for the educational performance of its pupils and the performance management of the staff and overseeing the financial performance of the School and making sure that its money is well spent, the Governing Board has oversight in the following areas:
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 in the day-to-day management of the School. The Governing Board has appointed the Finance Director, as defined in the Academy Trust Handbook, 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.
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 Finance Director serves as the Company Secretary.