Terms of Reference Management Board 1. Functions 1.1. The Management Board of an academy is accountable to the executive for the effective conduct of its respective academy, with a view to promoting high standards of educational achievement for all pupils attending its academy. In carrying out their duties it is envisaged that members of the Management Board will exercise similar a role to that of governors and will take a largely strategic role in the running of their academy. The day-to-day leadership and management of the academy is the responsibility of the Principal and the senior leadership team. 1.2. Working within the overall frameworks of accountability, policy, operating procedures, and standards set by the Board the delegated functions of Management Boards are to: i) set up and ensure effective strategic frameworks and procedures for their academy, setting its aims and objectives, setting policies and targets for achieving the objectives, reviewing progress and reviewing the strategic framework in the light of progress, in terms of: a) accountabilities and responsibilities b) policies and procedures c) performance and outcomes d) pupil achievement e) budget setting and effective financial management f) the curriculum and organisation of the school day g) special educational needs h) safeguarding, child protection, welfare, and well being i) health and safety j) public sector equality duties k) staff appraisal and discipline l) staffing m) behaviour and attendance n) admissions o) community cohesion and schools in the community/extended schools ii) hold the Principal to account and provide advice, support, and challenge in fulfilling their role as Principal in leading the academy; iii) report to the Executive Committee on progress and all key decisions taken; and iv) ensure that the Principal works effectively with the Group Chief Executive, Executive and Regional Directors of Education, Service Directors and other professional service staff in the Group. 2. Composition of Management Board 2.1. The Management Board of each academy shall be determined by the Executive Director (Performance), in consultation with the Group Chief Executive and Regional Director of Education. 3. Chair 3.1. Each Management Board shall be chaired by the Regional Director of Education unless alternative arrangements are agreed by the Group Chief Executive.
4. Conflict of roles 4.1. Where the Regional Director of Education chairs a Management Board, they shall be held to account by the Executive Director (Performance), who shall ensure that there is no conflict in roles. 5. Chair’s action between meetings 5.1. The chair shall have power to exercise any function of the Management Board, where in their opinion a delay in exercising the function would be likely to be seriously detrimental to the interests of: i) the academy or the academy trust; ii) any pupil at the academy or their family; or iii) a person who works at the academy. 5.2. In these circumstances “delay” means delay for a period extending beyond the earliest date on which it would be reasonably practicable for a meeting of the Management Board, or of a committee to which the function in question has been delegated, to be held. 6. Frequency of meetings 6.1. The Management Board shall meet formally at least every six weeks and more frequently if the academy is in an Ofsted category. 6.2. A meeting shall be quorate only if at least half (rounded up to the nearest whole number) of the appointed members are in attendance. 6.3. There shall be a formal agenda for each meeting. 6.4. Each meeting shall be minuted and those minutes authorised as a true record by the chair with the agreement of those present at that meeting, at the following meeting. 7. Clerk to the Management Board 7.1. Each Management Board shall appoint a Clerk. 7.2. It is the responsibility of the Clerk to: i) convene meetings of the Management Board; ii) attend meetings of the Management Board and ensure minutes are taken; iii) maintain a register of members of the Management Board; iv) maintain a register of attendance and report this to the Management Board; v) give and receive notices in accordance with relevant policies and procedures; and vi) perform such other functions as may be determined by the Management Board from time to time. 7.3. The Clerk shall work effectively with the Chair and the Principal to support the Management Board. The Clerk should be able to advise the Management Board on constitutional and procedural matters, duties and powers. The Clerk is accountable to the Management Board. 7.4. If the Clerk does not attend a meeting, those present at the meeting can appoint a one of their number to act as clerk for that meeting. 8. Delegation to officers and sub-committees 8.1. The Management Board may delegate any of its functions to: i) a sub-committee of the Management Board; or ii) the Principal 8.2. Where the Management Board has delegated functions this shall not prevent it from exercising those functions itself. 8.3. Meetings of formally constituted committees of the Management Board shall be convened and organised as follows:
i) there shall be a clerk whose role will be to convene the meeting according to the requirements of membership, organise the agenda and take minutes of the meeting; ii) all such meetings must be quorate with at least half (rounded up to the nearest whole number) of those appointed to the committee present; iii) the outcomes of the meeting shall be reported to the Management Board either a) in the case of delegated accountabilities, by providing a full written report for information; or, b) in the case of non-delegated accountabilities, by providing a full written report of recommendations for the Management Board to consider. 8.4. The Management Board must establish the following committees: i) Joint Consultative Committee; ii) Health and Safety Committee; iii) Pupil Discipline Committee; iv) Staff Discipline and Appeals Committees; v) Admissions Committee. 9. Equality duties 9.1. The Management Board has responsibility for making sure that the academy complies with the equality duties set out in the Equality Act 2010. The general duty on academies is to have due regard to the need to eliminate unlawful discrimination, promote equality of opportunity and foster good relations in the area of race, disability, gender, religion or belief, sexual orientation and gender reassignment. Specific duties require academies to publish information demonstrating compliance with the general duty and to publish equality objectives. 9.2. An equality impact assessment must be undertaken of every key decision taken by the Management Board. This must be recorded in the minutes of any meeting or in any report presented to a meeting. It is the responsibility of the Chairman to:
run the Board and set its agenda. The agenda should take full account of the issues and the concerns of all Board members (“Trustees”). Agendas should be forward looking and concentrate on strategic matters rather than formulaic approvals of proposals which can be the subject of appropriate delegated powers to management; ensure that the Trustees receive accurate, timely and clear information, in particular about the company’s performance, to enable the Board to take sound decisions, monitor effectively and provide advice to promote the success of the company; manage the Board to ensure that sufficient time is allowed for discussion of complex or contentious issues, where appropriate arranging for informal meetings beforehand to enable thorough preparation for the Board discussion. It is particularly important that Trustees have sufficient time to consider critical issues and are not faced with unrealistic deadlines for decision-making; take the lead in providing a properly constructed induction programme for new Trustees that is comprehensive, formal and tailored, facilitated by the Group Secretary; take the lead in identifying and meeting the development needs of individual Trustees, with the Group Secretary having a key role in facilitating provision. It is the responsibility of the Chairman to address the development needs of the Board as a whole with a view to enhancing the overall effectiveness as a team; ensure that the performance of individuals and of the Board as a whole and its committees is evaluated at least once a year; and
encourage active engagement at Board meetings by all Trustees.
The Chairman will: · uphold the highest standards of integrity and probity; ·
set the agenda, style and tone of Board discussions to promote effective decision-making and constructive debate;
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promote effective relationships and open communication, both inside and outside the Boardroom, between Trustees and the executive team;
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build an effective and complementary Board, initiating change and planning succession in Board appointments, subject to Board and Member approval;
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promote the highest standards of corporate governance;
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ensure a clear structure for and the effective running of Board committees;
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ensure effective implementation of Board decisions;
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establish a close relationship of trust with the Group Chief Executive, providing support and advice while respecting executive responsibility; and
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provide coherent leadership of the company, including representing the company and understanding the views of major stakeholders.
