Composition

St Luke Academies Trust Board of Directors is constituted in accordance with the Articles of Association. The Articles set out the responsibilities and procedures for the running of the Trust.

The Articles state that the Object of St Luke Academies Trust is to advance Catholic religion in the diocese and that all schools within St Luke Academies Trust must conduct themselves in accordance with the teachings of the Catholic Church, Canon law and any advice offered by the diocesan bishop. All schools will offer a broad and balanced curriculum.

The Board of Directors has overall responsibility for the operation of member schools and will delegate limited powers to the governing bodies of those schools.

The term of office for Directors is 4 years or a shorter period if specified at the time of appointment. Co-opted directors can be appointed for one year. Any director can be re-appointed, subject to remaining eligible.

Every director is indemnified out of the assets of the Trust against any liability incurred in their capacity as a director.

The Board of Directors

St Luke Academies Trust is governed by Directors constituted under a Memorandum of Understanding and Articles of Association. This Board of Directors is responsible for ensuring that high standards of governance are maintained. It will exercise its powers and functions with a view to fulfilling a largely strategic leadership role in the running of the schools, promoting collaboration in leadership, teaching and business management of each school.

The Board is also governed by the terms of the Funding Agreements that are in place, the Academies Financial Handbook and the Treasury publication “Guidance on Codes of Practice for Board Members of Public Bodies”

Board Meetings

The Board of Directors will meet a minimum of three times a year.
Notice of at least seven ‘clear’ days must be given before a meeting unless there is sufficient grounds that the Chair decides urgent action is needed. Minutes of meetings are distributed and stored in line with The Articles of Association and Memorandum of Understanding.

No business can be conducted at any meeting unless a quorum is present. The quorum at any meeting is the higher of any three directors or a third of the total number of directors present at that meeting and entitled to vote. There is a higher quorum of two-thirds for decisions for the removal of a director or the Chair of the Board. Any decision will be by a majority of the votes and each director is entitled to one vote.

The Directors will appoint a Clerk to the Board, who will be someone other than a Director or a Principal of the Academies.

In consultation with the Chair, the Strategic Director for School Improvement and headteachers, the Clerk will draw up a schedule of proposed meeting dates for the Board and sub committees. This should be submitted, for approval, to the full Board of Directors at their meeting in July for the following academic year.

The Board meeting in September will elect the Chair and Vice Chair, and agree membership of Committees.

Responsibilities of the Board of Directors

Directors are responsible for addressing such matters as:
• Setting clear vision, values, aims and standards of conduct for the Trust.
• Policy development and strategic planning, including target-setting for school improvement.
• Ensuring sound leadership, management and administration of the schools, and ensuring that managers are equipped with relevant skills and guidance.
• Ensuring compliance with all legal requirements.
• Establishing and maintaining a transparent system of prudent and effective internal controls.
• Managing the schools’ financial, human and other resources.
• Monitoring performance and the achievement of objectives, and ensuring that plans for improvement are acted upon. The Directors have a duty to take appropriate action when there are weaknesses in the schools. Where individual Directors/Governors have unresolved concerns about the running of the schools or a proposed action, they should ensure that these concerns are recorded in minutes.
• Supporting schools to be responsive to the needs of parents and the community and making it more accountable through consultation and reporting.
• Assessing and managing risk (including preparation of a statement on the Academy Trust’s risk management for the annual report and accounts). The risk management process will include preparation of a risk register and a contingency and business continuity plan to deal with crises that could face schools.
• Ensuring that procedures are in place to ensure that employees of the schools are paid for work done in accordance with their contracts of employment with the schools.
• Ensuring that the schools have adequate insurance cover to support its activities as an employer.

The powers of the Academy Trust are as set out in the Articles of Association.

Delegation of Responsibilities

Subject to the Articles of Association, the Directors appoint separate committees known as Local Governing Bodies for each Academy. The delegation of functions to the Local Governing Body is set out in the Scheme of Delegation. The Board will also appoint sub-committees to support the Board in a range of delegated and preparatory duties. The membership, terms of reference, delegated responsibilities and proceedings of local governing bodies and sub-committees will be determined by the directors and will be reviewed every 12 months. Where any power or function of the directors has been exercised by any committee, the committee shall report to the Directors at the meeting immediately following the action or decision.

As academies are companies, limited by guarantee with charitable status, the Directors who sit on the Board are the legal Directors of the charity. This confers certain obligations upon the Directors to protect the assets, property and good name of the charity.
The Directors may not delegate the following:
• The preservation and development of the educational character of the Trust and its academies.
• The approval of the annual estimates of income and expenditure of the Trust or any of the schools (unless to a local governing body) and ensuring that the Trust is   solvent.
• The appointment of the clerk to directors.
• The modification of the Articles.
• The appointment of any Senior Catholic post.
• The consideration of the case for dismissal.
• The power to determine an appeal.

The following committees have been identified by the Board of Directors, in addition to the Local Governing Bodies:
• Finance and Resources
• Pupil Outcomes
• Human Resources
• Audit

A Catholic Life Committee containing Directors, Governors, Staff and Clergy will report to the Board on Chaplaincy/Catholic Life.

Terms of reference for the directors’ sub-committees are agreed annually.

Clear Financial Procedures and a Scheme and Structure of Financial Delegation have been agreed and are adopted in each school.

In addition, it is a requirement for the Board to establish sub committees for Pupil Discipline / Exclusions and Staff Discipline/Appeals.

The sub-committees will meet as follows:
• Finance Committee – 4 times annually
• Pupil Outcomes Committee – 3 times annually, each long term
• Audit Committee – 2 times annually, in the Autumn and Summer terms
• Human Resources Committee – 3 times annually, each long term
• Catholic Life Committee – 3 times annually, each long term
• Pupil Discipline Committee, Staff Appeals Committee and Staff Discipline Committee will meet as and when required.

The Directors  appoint a headteacher to each school. The headteachers are responsible for the internal organisation, leadership, management and control of the schools, the implementation of all policies approved by the Directors and for the direction of teaching and the curriculum. The Directors delegate these powers and functions to the headteacher.

Terms of reference for Local Governing Bodies are agreed annually.

Safeguarding is given a high priority by the Board of Directors. A consistent Safeguarding Policy is adopted across all Trust schools. Management of Safeguarding standards is delegated to the Local Governing Body within each school. There is an expectation that names of Designated Safeguarding Leads and Deputies are available on each school website. The Local Governing Body should have a named governor with specific responsibility for Safeguarding. Safeguarding is an agenda item at Board and Local Governing Body level each long term to ensure procedures are regularly reviewed and robust.

Agreed agendas for meetings, with delegated functions to be addressed, are set out for Directors’ Meetings  and for Local Governing Body Meetings in  the Scheme of Delegation for Governance Functions. Chairs of Committees and headteachers are free to add additional items to these agendas where relevant. A policy plan, identifying polices for review will be provided by the clerk each year. The Catholic Life Committee agendas are set by the Chair of that committee to reflect items linked to the diocesan and schools’ calendars, events and priorities.

Declarations of Business Interests

• It is vital that Directors/governors and staff act, and are seen to act, impartially. All members of the Board and governing bodies are required to complete a declaration of their business interests. It is also required as a matter of good practice, that the headteachers and other senior staff complete declarations. Individual declarations should be maintained together in a register and director and governor registers should be displayed on the Trust or school websites, as relevant.
• At the start of each relevant meeting, Directors should be asked to declare any interests in a matter included on the agenda.
• Where a Director/Governor or member of staff has any interest, either pecuniary or non-pecuniary, in a matter to be discussed at a Board meeting the Director, governor or member of staff must declare their interest and withdraw from that part of the meeting.

All guidance set out in the Articles and in the Academies Financial Handbook in relation to business interests and benefits will be adhered to.

The Directors have agreed a Code of Conduct for all directors and governors of St Luke Academies Trust.

Please see ‘Other information’ for detailed Governance and Delegation Arrangements.