The Sycamore Church of England Trust Governance Charter
The Sycamore Church of England Trust is a charitable voluntary organisation which relies on the valuable input of a number of non-executive volunteers, supported by an experienced team of staff. Due to the size of the organisation and the number of schools for which it is responsible, coupled with its drive for accountability, it is a complex organisation with various important elements of governance.
The Trust will appoint a Clerk on an annual basis. Where practicable, the Clerk to the Trust Board will also act as Clerk to the Local Academy Committees (LACs). This is to ensure unity of message and purpose across the Trust.
This document is the ‘constitution’ of the Trust. It is a legal agreement between the members, lodged at Companies House, which can only be varied by special resolution of the members (a 75% majority). The Articles are available on our Sycamore Church of England Trust website.
Trustees constitute together the board of trustees. In some documents trustees are referred to as ‘directors’ – the terms are interchangeable, but within this Trust we use the term ‘trustees’ or the ‘board’ to refer to the board of trustees. The names of all trustees, with terms of office, must be lodged both with Companies House and the DfE. The term of office for a trustee is 4 years.
All trustees currently, apart from the Trust Lead, are non-executive, in other words they do not form part of the senior management of the Trust and are not employed by it. However, legally there is no difference in the level of responsibilities of non-executive trustees and trustees who have executive (or senior management) roles and are employed by the Trust.
The board of trustees elects its own chair annually, and the chair automatically serves as a member, and chairs meetings of members, during the term of office as chair.
The board is held legally accountable for all aspects of the Trust’s work, and in particular for ensuring that the terms of the Funding Agreements (FA) are fully met. They are also responsible for ensuring that the Trust complies with:
The Trust supports its local academy committees in their important role of working with the head teacher of each school to ensure high levels of aspiration for the children is maintained. Local academy committees have a central role to play in preserving the identity of each school and building and maintaining strong links with parents and the community it serves.
LACs have a critical role to play in supporting the work of the school and the Trust. Their role falls into two main areas:
Supporting the Trust by agreeing the strategic direction of the school and monitoring:
Hold the senior leaders to account by monitoring the school’s performance, including:
When required, LAC members may serve on committees of the Trust to:
Communication between LACs and the Trust Board
At least three times per year, the headteacher will produce a written report for the LAC covering the main areas of the LAC’s responsibilities. This report will always be part of the communication between LACs and the Trust Board. The report will cover as a minimum:
The full minutes of each LAC will be available to trustees on the Standards Committee on a termly basis, but issues in them will be addressed by exception only.
To ensure there is effective communication between the Trust Board and the LACs, there will be termly meetings involving the Chair of the Trust Board, the Chairs of the Trust Board Committees, the Trust Lead, the LAC Chairs and the headteachers.
Where there are examples of the development of excellent local practice or if there are areas of concern, the Chair of the LAC may be invited to the Trust Board to report upon them.
Local Academy Committees and Policies
In addition to the two main areas of LAC responsibility, which will be addressed as appropriate to the annual cycle at every Local Academy Committee meeting, LACs will be asked to play a part on policies in the three ways which follow:
By ensuring that the headteacher is observing all Level 1 Trust-wide policies
By ensuring that Level 2 policies are completed and sent to the Director of Operations
By ensuring that Level 3 policies are developed or reviewed and sent to the Director of Operations
Local partners will meet this responsibility by asking for copies of each of the policies at each level as outlined in the schedule of policies in section E above.
The Academy Trust Handbook (2022) summarises the role of members as follows:
“Every Trust has members who have a similar role to shareholders of a company limited by shares. The members are the subscribers to the memorandum of association (where they are the founding members). They may amend the articles of association subject to any restrictions created by the funding agreement or charity law. They may, by special resolution, appoint new members or remove existing members other than, where there is one, the foundation body and any members it has appointed. They have the power to appoint and remove trustees . They may, by special resolution, issue direction to the trustees to take a specific action. They appoint the Trust’s auditors and receive the audited annual report and accounts. They have the power to change the company’s name and, ultimately, wind it up. Members must not be employees of the Trust.”
The Trust Lead is also the Accounting Officer for the Trust, and as such has a range of legal responsibilities in particular for:
together with a range of other duties defined by the DfE, including that relating to the Prevent duty and safeguarding more widely.
The Accounting Officer has, in law, a direct personal responsibility to Parliament for the discharge of these responsibilities. The Accounting Officer’s annual statement on regularity, propriety and compliance must be included in the Trust’s annual report. This is a formal declaration by the Trust’s accounting officer that his personal responsibilities to Parliament for the resources under his control during the year have been met.
The Accounting Officer is held to account by other trustees at all Trust board and committee meetings, where they are questioned about projected and actual outturns (financial as well as educational) and projections, and trustees assure themselves of the robustness of mitigation strategies against the Trust risk register. This happens at Board meetings and specifically at every Finance, Audit and Risk committee meeting.
As a company limited by guarantee, the Trust has a company secretary. This role is fulfilled by the Director of Operations. The responsibilities of a company secretary are in summary:
Some of these functions are delegated to the Clerk to the trustees, but the Company Secretary has the responsibility for ensuring they happen, so liaises with the Clerk to allow these to be discharged.