Terms of Reference. TEACH

Members.

Overview. An Academy does not have shareholders, they have members. Members do not have rights of ownership in a company, like shareholders, because profits are not distributed to them, but members are akin to shareholders and have ultimate control over the direction of the Academy Trust. They ensure the company achieves its objectives and appoint Directors. Members also have the right to remove a director by ordinary resolution (a vote passed by the majority of members).

Powers to be exercised by the Members only

• Change the articles of association
• Decide on a change of school category
• Amendments to the Funding Agreement
• Appoint/dismiss Directors.

Members shall consult with the Board, and LGB`s, before voting on any resolution of the members of the Company.

Trust Board/Directors.

Overview. The Directors/Trustees have overall responsibility and ultimate decision making authority for all the work of the Trust. They are accountable to external government agencies and are required to have systems in place through which they can assure themselves of quality, safety and good practice. The Directors have the power to direct change where required. In general terms the responsibility of the Directors, in so far as the business of the Academy is concerned, is to determine the policy and procedures of the Academy Trust and to consider and respond to strategic issues. Directors have a duty to act independently and not as agents of those who may have appointed them. They should act with integrity, objectivity and honesty in the best interests of the Trust. Directors shall be open about decisions except in so far as any matter is considered confidential.

Power of the Chair.

The Chair, or in the absence of the Chair, Vice-Chair, has the power, in extreme circumstances, to carry out the functions of the Board or Local Governing Body, in consultation if possible with the CEO/Executive Headteacher, where a delay in exercising a function is likely to be seriously detrimental to the interests of the Trust or School, a pupil at the School or their parents, or a person who works at the School. However, this power does not include matters relating to the alteration and closure of the School, a change of school category, approval of budget, discipline policies and admissions.

Decisions must always be reported at the next Trust Board meeting but in the first instance the Chair should report any decision taken to the Executive Headteacher and CEO.

Terms of Reference/Powers of the MAT Board.

The constitution of the MAT Board is detailed in the Articles of Association. It should meet a minimum of 3 times a year.

Strategy
• Agree a long term strategy, vision and mission for the Trust, and communicate this to stakeholders
• Ensure at all times that the work of the Trust is conducted in accordance with the object of the company and company law.
• Establish and monitor a strategic risk register, including a contingency and business continuity plan, in order to evidence the results of the risk assessment process.
• Approve a five year Asset management plan
• Approve a five year estate management plan.
• Develop a marketing and communications plan to promote the TEACH academies as the destination of choice for local parents, and to increase income
• Consider and approve any decision to expand the Trust, having regard to the views of the LGB`s.
• Decide any changes in the times of school sessions and dates of terms and holidays

Governance
• Approve the Scheme of Delegation of powers, responsibilities and terms of reference.
• To determine, and review every 12 months, the establishment, constitution, membership, proceedings and functions of each committee/local governing body.
• Appoint (or remove) the Chair and Vice-Chair of the Board annually
• Appoint (or remove) Executive Chair/Chair of each Local Governing Body, annually.
• Appoint (or remove) Chair of MAT Finance/Resources and Audit Committee annually plus one other Director.
• Approve the co-option, appointment and removal of persons, other than Chairs, to the local governing bodies
• Establish and maintain a register of business interests for the board
• Approve the Annual report, returns and accounts
People and Leadership
• Comply with all relevant legislation and ensure the Trust employs suitably qualified staff
• Appoint CEO/Executive Head Teacher and other `central appointments`.
• Appoint Company secretary, Clerk, Accounting officer, Principal Finance officer, Independent peer reviewer (Responsible officer).
• Review effectiveness of leadership/management/staff structures to ensure good succession and retention of a quality workforce.
• To set the pay structure of all members of staff, in line with legal requirements.
• Instigate workforce re-structures/ seeking and ensuring cross-academy collaborations for efficiency and effectiveness
• Establish and implement a performance review process for CEO/Exec. Head
• Ensure LGBs conduct self- assessment and performance review
• Approve the Terms and Conditions of Employment
• Approve staff disciplinary, capability, conduct, and grievance policies
• Approve and review relevant HR policies.
• To suspend/end the suspension of the CEO/Exec. Headteacher.
• To confirm the dismissal of the CEO/Exec. Headteacher .
• To decide whether any payment should be made in respect of the dismissal, or to secure the resignation of a member of staff (includes early retirement and redundancies) and the amount of any such payment.
• To decide whether to grant early retirement to teachers.

Standards
• Advise the local governing bodies on the Academy’s curriculum statutory obligation/vision.
• Monitor at MAT level pupil progress and attainment and the quality of learning
• Assess the effectiveness of the LGB `self evaluation` appraisal systems
• Consider any areas that would benefit from a MAT wide approach, including sharing of teaching and learning resources and approaches, and learning from practice
• Ensure that the achievement of standards, delegated to LGBSs, is planned, resourced, tracked and continuously improved.
• Consider progress and performance towards MAT strategic aims.
• Develop and monitor a collective learning and improvement plan across the MAT, ensuring this relates to the establishment and implementation of the MAT Business Plan
• To prohibit political indoctrination and ensure a balanced treatment of political issues.

Policies
• Approve Academy Admission policy and criteria.
• Establish, monitor and review all Academy policies and procedures as per the Scheme of Delegation.

Finance
• Appoint and remove auditors, accountants, company secretary, clerk, accounting officer, principal finance officer, independent peer reviewer (responsible officer).
• Approve the annual MAT budget, allocating finance to individual academies, using the funding formula allocations as a guide, but being sensitive to individual academy circumstances
• Approve the annual audited accounts and send to Companies House. To be signed by the Chair of the Board.
• Consider/Approve recommendations made by the Trust Finance and resources Committee.

Terms of Reference for MAT Finance/Resources/Audit Committee

This guidance provides an overview but should be read alongside the MAT Financial procedures and policies.

Constitution. It has been agreed that the MAT Finance Committee will consist of both local Chairs of Governors, the Local Chairs of Finance, the Principal Finance Officer, CEO and Executive Head.

Power of the Finance Chair.

The Finance Chair has the authority, in liaison with the PFO and CEO, to make an Executive decision re. a financial matter, when a delay would be detrimental to the smooth running of the Trust.
Decisions/actions must always be reported at the next Trust Board meeting.

• To meet at least 3 times a year
• Prepare and recommend, ensuring the solvency of the Trust and safeguarding its assets, by preparing a long and medium term `Asset management plan`.
• Consider and recommend to the Main MAT Board an annual budget, allocating finance to individual academies, using the funding formula allocations as a guide, but being sensitive to individual academy circumstances.
• To receive regular reports from the Principal Finance Officer and make decisions on the need for any significant unplanned expenditure.
• Consider and recommend to the Board the annual financial report, returns and accounts
• Ensure compliance with Company/charity law and arrangements with the DFE.
• Ensure all insurances are in place
• Consider/approve any litigation or arbitration proceedings
• Inform the appropriate government agency if it suspects any irregularity affecting resources, and approve any write-offs/ other requirements of the EFA/DFE
• Consider/Approve any operating lease, licence, tenancy or similar arrangement for any of the Academy schools
• Take responsibility for any disposals or acquisitions of land to be used by any academy.
• Consider and make recommendations to the MAT Board re. the procurement and appointment of Trust contractors/lettings and tenders.
• Establish and recommend to the Board a medium and long term estates management plan.
• Monitor the contracts for building maintenance and estates management for all academies.
• To agree the transfer of funds between schools as needed.
• To set up and approve a Directors/Governors Expenses scheme.

Terms of Reference of the Local Governing Body Main Board.
Overview. LGB`s are committees of the Trust Board. Their members are not trustees or directors of the Academy Trust and it is important to remember that, even where responsibility is delegated at a local level, it is the academy trust that is the legal entity, and it is the Trust that is ultimately accountable. The Directors delegate the operational day to day running of each Academy to each LGB to take responsibility for supporting the school and its leadership/management team in improving outcomes for the children. The level of delegation can be varied to suit specific circumstances. For example, if a school is not performing well, the Directors may reduce the level of delegation until the school improves, or appoint new persons to strengthen it. The term of office of any person serving on a LGB shall be 4 years. Any person may be re-appointed or re-elected. The Chair of the LGB is appointed by the MAT Board for a term of 12 months.
Constitution.

Terms of reference.
• To meet at least 3 times a year
• support and drive forward the aims and objectives of the Trust
• To monitor and be accountable for standards and report, as agreed, to the Directors, the outcomes of the academy.
• Establish and set a local curriculum
• To prepare and publish a school prospectus
• Adopt and review Home-school agreements
• Ensure high quality religious education and ensure that arrangements for daily collective worship are in place
• Ensure high quality teaching, learning and assessment takes place and is continuously improved.
• take account of the provisions in the DFE Code of Practice on identifying
and assessing special educational needs;
• Ensure that the necessary special educational provision is made for
pupils identified with SEN and that parents are notified of their child’s
special needs;
• maintain and operate a policy on SEN;
• ensure that where a registered pupil has special educational needs,
those needs are made known to all who are likely to teach them;
• ensure that the teachers in the school know the importance of
identifying those registered pupils with SEN
• Contribute to the research and preparation of the school`s annual self evaluation, including the analysis of performance data.
• Develop and implement a school improvement plan
• Appoint, in liaison with the Executive Head, a Head of School.
• Act as a critical friend to the Executive Head/Head of School.
• Ensure teachers receive a regular appraisal of their performance
• Ensure the performance of all staff is reviewed and monitored
• Support the Leadership in recruitment and selection, grievance, disciplinary processes etc
• Manage any claims and disputes with staff members, having regard to advice and recommendations given by Directors.
• Implement the agreed Trust Admission policy in accordance with admissions law and DFE codes of Practice
• Govern exclusions in accordance with appropriate regulations
• Appoint such persons as required to represent and make presentations on behalf of the Academy in any appeal process
• Implement actions required to comply with statutory regulations and funding agreements.
• Ensure provision of free school meals to those pupils meeting criteria
• Represent the views of the community in discussions on budget issues that relate to community engagement and activity.
• Appoint a representative to chair the Local Finance Committee and sit on the MAT Finance/Resources Committee.
• Appoint a representative to sit on the Trust Scrutiny panel.
• Appoint individual governors to act as Pupil Premium champion, SEN and Safeguarding champion, and ICT Link governor.
• Consider budget monitoring information and consider any recommendations for the school budget before final approval by the MAT Board.

Terms of reference of Local Finance and Premises Panel.
• To meet at least 3 times a year, ideally termly.
• Chair to receive monthly budget monitoring reports/information from each school
• Committee will consist of the Local Chair, 2 other appointed Local governors, SBM`s, PFO, Executive Head/CEO. Site Managers will attend by invite.
• Receive regular half termly budget monitoring information from Finance/leadership staff.
• Receive and consider budget proposals, particularly regarding the appointment of staff, when possible.
• Maintain a fixed asset register and notify the Board of any changes to fixed assets used by the academy.
• Ensure proper procedures are in place for the safeguarding of funds and that the requirements of the Academies financial handbook are observed at all times.
• Inform the LGB and MAT Finance Board of any need for significant unplanned expenditure and discuss with Directors options for identifying available funding.
• Develop/implement appropriate risk management strategies and adopt financial prudence in managing the affairs of the academy.
• Take responsibility for the oversight of the maintenance of the academy estate in accordance with the guidelines and contracts established by the Board, having regard at all times to the safety of users of the buildings and facilities.
• To agree a Health and Safety policy, monitor risk assessments and set up arrangements to manage health and safety.
• Ensure all statutory inspections and health and safety procedures/policies are implemented.
• Ensure representation on the MAT Board Finance and resources committee.
• Review relevant policies on an annual basis (lettings, health and safety etc)
• To establish and charging and remissions policy in line with MAT guidelines

Cross Trust Scrutiny Committee.
In order to ensure effective monitoring is undertaken of standards each LGB will appoint 2 of its members to a `Trust Scrutiny Committee`. The scrutiny committee (4 members) will report to each LGB/MAT Board and will be attended by each HOS and the Executive Head.
The role of the Scrutiny Committee will be to
• To meet once a term
• monitor delivery of each schools Improvement plan
• Take a particular lead in the analysis of each schools outcomes re. standards of teaching and learning.
• Receive external advisory reports
• Liaison with external agencies such as Ofsted.
• Report to both the LGB and the MAT Board.
• Receive regular reports relating to Pupil Premium, Safeguarding, SEN
• Receive reports/minutes from curriculum sub group meetings/leaders, particularly in relation to the curriculum (Literacy, Science, ICT, Maths etc)

The following sub committees/panels will be convened as required. Panel members will be selected by the MAT Board but must declare, prior to selection, about any member of staff, pupil or parent that they know well or have a relationship with.

Exec.Headteacher/CEO Performance Management Panel-Terms of Reference
• The panel will review the performance of the Exec.Headteacher and CEO.
• The panel will be advised by the Trusts School Improvement Partner
• The panel will set realistic and time framed objectives for the Exec. Head and CEO
• The panel must include the Chair/Vice Chair of the MAT Board, the Chair of the MAT Finance Committee plus one other Director.
• The panel will make recommendations to the Trust Pay sub committee.

Trust Pay Sub Committee panel-Terms of Reference
• To set the pay for members of staff, including that of CEO, Executive Head, and Heads of School in line with current legislation, and having taken Performance Management outcomes into consideration.
• To consider all matters relating to pay structures/grading and the allocation of pay points.
• The Committee must include the Vice Chair of the MAT Board, Chair of MAT Finance Committee plus one other appointed Director. The Chair should be reserved for any appeal process.
• Any grievance relating to pay unresolved by the Exec. Headteacher will be heard by a Pay Appeals Panel.

Disciplinary & Capability Panel –Terms of Reference.
• The Exec. Headteacher is responsible for staff suspensions.
• Panels will be called at the request of the Exec. Headteacher
• Panels will follow Borough of Poole HR Model Disciplinary/capability Procedures (to be provided to all Panel members).
• The panel must include the Vice Chair of the MAT Board, plus 2 other Directors. The Chair of the MAT Board should be reserved for any appeal process.
• The Panel has the authority to withhold annual increments for staff.
• The Panel has the authority in respect of all staff for suspension, demotion/transfer, dismissal, summary dismissal. These decisions may be made with the support of BoP HR advice and support.
• The Panel must notify their decision to the Exec. Headteacher, Chair of LGB and Principal Finance Officer in order that appropriate communications can be agreed.

Trust Specialist `Backyearing` Panel-Terms of Reference
Applications for a place in any year group other than a pupil’s correct age related National Curriculum year group (including summer born children)

Applications for pupils to be educated outside their normal national curriculum year group will be considered on their individual merits by a specialist trust group panel.

Parents must provide with their application form the following information in support of their
request:
1. Clear, documented evidence that to place the pupil in his/her normal age group would be
detrimental to his/her educational progress or likely exam performance.
2. Clear evidence that it is in the interests of the pupil’s social and emotional development to
be placed in a different year group.
3. Clear evidence that the pupil has previously been placed in a different year group and this
has had positive benefits.
(A pupil would need to meet Criteria 1 and 2 above in all cases, for an out of year group
admission to be agreed. The existence of Criterion 3 would serve to strengthen a case
• The specialist panel will be convened within 2 weeks on receipt of a formal request letter addressed to the HOS/Executive Headteacher of the school
• The panel will consist of the relevant Head of school, EHT/CEO, and relevant Year group leader
• There is no right of appeal following the panel`s decision.
• The EHT/CEO will respond formally, in writing, to the parents within 10 working days of the specialist meeting.

Appeals Panel, including Pupil Exclusion and Admission Appeals. Terms of Reference

• Appeals Panels are responsible for hearing all Appeals – staff and pupils – in respect of any decision that the relevant Sub-Committee have made i.e. pay, redundancy, dismissal, pupil suspension.
• Any Appeals Panel will consist of the Chair of the MAT Board, CEO (excepting pay appeals), and three Directors, and each must not have been involved in the original panel decision. If there are insufficient number of Directors available, independent support will be sought.
• Panels will follow DFE and BoP guidance as required and these will be provided to all Panel members.
• Appeal Panels have the authority to change or uphold the outcome of any other Sub-Committee ruling.
• Appeal panels must notify their decision to the Chair of the MAT Board, the Exec. Head, Principal Finance Officer, and, where appropriate, the BoP, in order that appropriate communications can be agreed.
Delegations cannot be exercised other than by the designated committee or individual unless otherwise directed or agreed by the MAT Board.