The Hallmarks of Good Governance in Academy Trusts – Part 2

This series of posts examines what good governance in academy trusts looks like and how boards can create a framework to deliver their core purpose and properly discharge their duties. In Part 1, we examined the importance of governance and the role of the Board of an academy trust. In this Part 2 we examine..

The framework for good governance in academy trusts

There are now a wide variety of structures used for academy trusts. All Academies are established as independent companies limited by guarantee with exempt charitable status. The following are the usual key players in the structure (see Figure 1):


Members are akin to the shareholders of the company. They have ultimate control over the academy trust, with the ability to appoint or dismiss some or all of the trustees and the right to amend the trust’s articles of association (subject to approval by the Secretary of State). Unfortunately, in many cases the members are often the same people who sit on the board as trustees. This weakens accountability since there is a danger of creating a self-serving oligarchy. Alive to this risk, the Department now recommends that there are at least 5 members, the majority of whom are not trustees. Employees of the trust cannot be members. In most current structures the role of the members is very muted. The members will meet perhaps once a year to approve the accounts and re-appoint auditors. A truly mature model would allow parents, and even pupils, to exercise the full rights of members. For example, the Cooperative Academy model articles provide for pupils, parents, staff, community and alumni to all become members. In theory, they could exercise their powers to dismiss individual directors, or the whole board. For more on the rights of members see here. The Trust must notify the EFA of the appointment of any new members within 14 days.


Persons appointed to sit on the board of the academy trust are both company directors and charity trustees. They are responsible for the operation of the trust. They set the strategic direction and are accountable for finance and academic standards. The trustees have duties under charity law to ensure that the academy complies with its governing document and the law, to take reasonable care that the trust is managed efficiently and effectively, and to ensure that resources are used appropriately and protected for the benefit of the charity. They have duties under Company Law to act in the best interests of the company, to avoid conflicts of interest and to perform their duties diligently, as well as wider duties under the general law for the management and safety of premises, safeguarding, data protection, non-discrimination and under employment law. They also have specific contractual duties to the Secretary of State under the Funding Agreement, such as providing information to the Department, providing places to pupils with SEN, providing free school meals and compliance with the Admissions Code, as well as adhering to the Academies Financial Handbook. Trusts must notify the EFA of the appointment of any new trustee within 14 days. The board may establish sub-committees to manage particular strands of its work, such as finance and risk, audit and internal controls, premises and nominations (recruitment & succession planning), curriculum and pastoral care.


Sometimes there may be one or more external sponsor, which could be another high-performing school, a charity, university, commercial organisation or faith organisation. The sponsor may have a right to appoint members and sometimes trustees, which gives them a degree of influence or control. Usually some form of agreement will be in place with the sponsor setting out the scope of their involvement and the terms on which they may receive start-up grant funding. The Department may insist on a ‘tripartite agreement’ which regulates the sponsor’s ability to charge for services only ‘at cost’.

Secretary of State

Despite the rhetoric about academies enjoying a high degree of autonomy, the Secretary of State (through the Education Funding Agency) enjoys very significant controls over academy trust’s freedom of action: firstly, through the Funding Agreement, which provides a wide range of contractual rights for the Department; and secondly, in its capacity as ‘principal regulator’ of an academy’s trust’s compliance with charity law (functions having been asssigned to her under a Memorandum of Understanding with the Charity Commission).

Local Governing Bodies

The role and powers of a local governing body depend on the precise local arrangements. A multi academy trust which runs several schools may devolve powers and functions to a local governing body based on ‘earned autonomy’ (i.e. better performing schools are able to take more decisions locally, whereas others may be purely ‘advisory bodies’). The details about precisely which functions have been delegated by the trust board should be contained in a clear Scheme of Delegation. Local governing bodies may operate as sub-committees of the Board. Key decisions on big ticket issues such as setting vision, policies, governance procedures, contracts and procurement, health and safety, HR matters, the budget and staffing structures usually sit with trustees at the trust board level. There is discretion over whether the local governing body should have any role in:

  • determining the individual school’s vision ethos and direction
  • recruitment of the Headteacher
  • performance management of Headteacher
  • delegated responsibility for the budget

The Local Governing Body may have delegated authority in relation to:

  • recruitment and performance management of staff, other than the local headteacher
  • monitoring of teaching standards
  • admissions and exclusions
  • Appeals Panels
  • term and holiday dates
  • reporting to parents

The trust board will usually reserve the right to suspend delegation and intervene in the event of falling standards or a serious risk to welfare of children.

Academies Governance Framework

The Department is now considering allowing trusts to either scrap local governing bodies or give them powers to oversee more than one school, with a less prescriptive requirement that the governance of each school should be ‘informed by local intelligence’. This should help remove possible confusion between accountability of local heads and managers to the overall CEO and executive management vs. accountability to local governing bodies. It is important to remember that, even where trustees have given delegated authority for certain functions to local governors or sub-committees, the trustee board as whole remain accountable and responsible for these functions. The ‘buck always stops’ with the board of trustees. It is important that the trust board receives written reports and minutes from sub-committees and local governing body meetings so they have ‘eyes and ears’ on what is happening across the organisation. As the academy trust grows to take in more schools, so the complexity and risk grows: systems and roles may need to evolve. Leaders need to be aware of the organisation’s capabilities and capacity to grow. DfE research (2015) has shown that the key pinch points usually occur when the grouping reaches 5 schools, 11 schools and then 20 schools.

You can read more detail about the governance arrangements and legal duties of trustees of an academy trust in our concise guide.

Getting the documentation right

The main documentation needed to set up the governance framework for an academy trust will include:

  • Articles of Association (largely in the form prescribed by the Department with little flexibility to change)
  • Funding Agreement(s) with Secretary of State
  • Tripartite Agreement with Sponsor and SoS, Letter of Grant, where applicable
  • Standing Orders & Financial Regulations, including Tendering and Procurement Policy
  • Schedule of Reserved Matters for the Board
  • Scheme of Delegation
  • Company Registers (Members, Directors, Secretary, Persons with Significant Control)
  • Minute Books
  • Board Code of Conduct
  • Statutory Policies (e.g. Charging, Behaviour, Sex Education, SEN, Data Protection, Complaints, Health & Safety)
  • Terms of Reference for Board Committees, such as Audit, Finance, Premises and Nominations.
  • Register of Business, Outside Interests & Family connections – which covers members, trustees, local governors and senior leadership team and must be published on the trust’s website
  • Conflicts of Interest Policy
  • Board Induction, Training and Evaluation Procedures
  • Vision, Mission and Values statement
  • Strategy Document (see more)
  • School Development Plan, including defined KPIs to monitor and measure progress, for example on pupil attainment, quality of teaching, pupil wellbeing, staff morale, effectiveness of communication, future aspirations of pupils.
  • (Balanced) Budget
  • Risk Register (see more)
  • Business Continuity Plan
  • Appropriate Insurance Covers
  • External auditor appointment letter (setting out their responsibilities)

As the trust grows, there will inevitably be a need for more sophisticated and standardised processes for governance and oversight, including systems for reporting and analysing performance data, financial planning and control, management, HR, teaching and learning methods.

Next time: we look at stewardship of finances and resources.

Mark Johnson is a highly experienced independent solicitor & chartered secretary supporting academy trusts, free schools & other education providers with their governance arrangements, legal and compliance matters. He is an independent member of a MAT audit committee. He offers a cost-effective governance review GovernanceCHECK360™ for academy trusts

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What Does an Effective Audit Committee Actually Do? – Part 2

In Part 1 of this post, we considered the role and functions of the audit committee in overseeing risk management and internal controls, and monitoring the effectiveness of internal and external auditors. In this post, we explore the practical arrangements which make the audit committee successful.

Composition of the Audit Committee

The UK Code states that an audit committee should have at least 2 members who are independent non-executive directors (3 for listed companies). (i.e. they are not salaried employees, ex-employees or otherwise in a business relationship with the organisation). Appointments should be made by the Board in consultation with the Audit Committee chair. Usually appointments are made for 3 years, extendable for further periods. At least one member should have ‘recent and relevant financial experience’ and ideally a professional accountancy qualification. The role of the Chair is critical to success of the committee. A good chair will be independently minded, promote open discussion, manage meetings to cover all business and encourage a candid approach from all participants. An interest in and knowledge of financial and risk management, audit, accounting concepts and standards, and the regulatory regime are also essential. A specialism in one of these areas would be an advantage. Outside the formal meetings, the chair will usually meet periodically with the CEO, finance director, external auditor and head of internal audit, as well as the Chair of the Board.

The committee will need access to suitable resources to ensure agendas, board packs are distributed in advance and timely, accurate minutes are prepared. As a matter of good practice, the company secretary should normally act as secretary to the audit committee. Audit committee members must be given suitable induction and ongoing training, which should include understanding of financial statements, application of accounting standards, regulatory and legal developments affecting the organisation’s business, as well as risk management techniques. Internal and external auditors could usefully help with this as part of their retainer.

What makes an effective audit committee?

Recent research by Grant Thornton (Knowing the Ropes, 2015) found that the following qualities are found in effective audit committee members (ranked in order):

  • Ability to ask challenging questions
  • Recent and relevant financial experience
  • Audit experience
  • Ability to think clearly
  • Experience from being an executive team member elsewhere
  • Relevant industry background
  • Good listening skills
  • An eye for detail
  • Experience of other audit committees
  • Team-working skills

The FRC has recently proposed an amendment to its guidelines which recommends the audit committee should include competence relevant to the specific sector in which the organisation operates.

Some key questions which the audit committee should address include:

How do we know that there is a comprehensive process for identifying and evaluating key risks across the organisation and deciding what levels of risk are tolerable?

How do we know that the culture of risk management in the organisation is appropriate and how well people are supported to manage risk well?

How do we know how well the organisation identifies and reviews emerging and novel risks?

How do we know that the internal audit strategy is appropriate to deliver reasonable assurance on risk, controls and governance?

How do we know that accounting policies, financial management, and accounts are highlighting hidden financial risks?

How appropriate are the anti-fraud, whistle-blowing and conflicts of interest policies?

How do we know that management follows up on recommendations by auditors?

How do we know we are being effective in our work as a committee and making an impact on the organisation?

Running the audit committee

The audit committee chair should decide the timing and frequency of committee meetings, and the committee should meet as many times as the role and responsibilities require – typically there will be 3-4 meetings per year. FRC Guidance suggests the following:

  • There should be at least 3 committee meetings per year, timed to coincide with key dates in the financial reporting and audit calendar, for example, to examine the audit plan before it commences, and to review the draft annual report and accounts before approval by the Board; to review the effectiveness of the audit process once it is complete.
  • Sufficient time should be allowed between audit committee meetings and meetings of the main board to allow work arising from the committee to be carried out and reported to the Board as a whole.
  • Only the audit committee chair and members are entitled to attend meetings of the committee. Salaried executives attend by invitation and may be asked to leave for certain items of business. It is usual for the Accounting Officer (usually the CEO) and Finance Director to attend regularly.
  • At least once a year, the audit committee should meet the external and internal auditors, without management being present, to discuss its responsibilities and any issues arising from the audit.
  • Work continues outside of formal meetings, with the Chair keeping in contact with key people such as the Board Chair, CEO , Finance Director, audit lead partner and head of internal audit.

It is very important to have a clear channel of communication between the audit committee and main Board. If the audit committee chair does not sit on the main board, it will be necessary to arrange for the chair of audit to meet with the Board to report on any findings and programme of work carried out. FRC Guidance recommends that the report should cover:

  • Any significant issues found with the financial statements and how these were addressed
  • An assessment of the effectiveness of external audit and recommendations on the selection, reappointment or removal of the auditor
  • Issues where the Board has asked for the audit committee’s opinion

A typical cycle of meetings might be

Meeting 1

  • approval of internal audit plan for following year in conjunction with review of risk register
  • consideration of external audit pre-scoping report
  • review of routine internal audit reports

Meeting 2 

  • presentation of draft accounts and statement of internal control
  • review of external audit report on accounts
  • review of annual internal audit report for year
  • review of other assurance reports for year
  • review of risk register

Meeting 3

  • post audit effectiveness review
  • review of routine internal audit reports
  • review of strategic and operational risk registers
  • ‘deep dive review’ of a key risk area

Meeting 4 

  • review of routine internal audit reports
  • review of risk registers
  • ‘deep dive review’ of a key risk area

Strive for continuous improvement

Audit Committees should assess their performance annually. Typically, this review will cover areas such as reviewing and, if necessary, updating their terms of reference, assessing whether sufficient resources have been deployed to support their activities, the effectiveness of meetings, procedures for induction, training and succession planning,  and the quality and value of internal and external audit activities. An external review can help to bring an independent perspective. The Committee should draw up its own plan for improvement as a result of the self-assessment, either  requesting future training or development for members, or in changes to its processes and procedures.

Final thoughts

Audit Committees have a crucial role to play in the governance of any organisation – unless they report effectively on the relevance and rigour of the underlying structures and processes and on the assurances that the Board receives, the entire governance framework can be compromised. Effective audit committees provide comfort and reassurance to senior managers, ensuring that the organisation has a sound base for growth and protection against nasty surprises. Audit Committee members must therefore take responsibility for scrutinising the risks and controls affecting every aspect of the business. Whilst the role of an Audit Committee member is demanding, it can also be an enriching and rewarding experience.

If you need help in establishing an audit committee, an independent review of its effectiveness or advice on any other aspect of corporate governance, please get in touch.


Mark Johnson is an experienced solicitor & chartered company secretary supporting businesses, charities, social enterprises & academy trusts on governance, compliance & legal affairs. He also serves as an independent audit committee member for a leading Multi-Academy Trust. Please get in touch or 01625 260577.

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What Does an Effective Audit Committee Actually Do?

Part 1 – Role of the Audit Committee

The audit committee makes up one of the three pillars of the Board committee system and forms a critical part of the overall framework of corporate governance for medium to large companies, housing associations, charities, academy trusts and public sector bodies. Experience shows that the role is not an intuitive one and there is often confusion about the purpose of an audit committee.

For example, in a recent Education Funding Agency webinar, a leading accountancy practitioner was asked what is the role of the audit committee in an academy trust? He replied that its job was ‘to manage risk in the organisation’. That may be his perception, but in practice how can this group of usually 3-5 non-executive members possibly have eyes and ears in every corner of the organisation? Do they really have the time and resources to achieve that result? Or is it more a case of providing oversight and ‘reasonable assurances’ to the Board and external stakeholders that appropriate systems and controls are in place? In this piece, I look at the role and functions of the audit committee and share some lessons on what makes it effective.

Why have an audit committee?

In the education sector, all academy trusts with an annual income over £50 million are required by the Financial Handbook to appoint a dedicated audit committee (smaller ones may combine this function with other committee business), under the NHS Codes of Conduct and Accountability and the Monitor Governance Code health trusts are required to establish one, local authorities are required by accounting standards to establish one, the National Housing Federation Governance Code requires that ‘All but small non-developing organisations must have a committee primarily responsible for audit, and arrangements for an effective internal audit function’. Similarly, HM Treasury requires that all government departments, executive agencies and arm’s length bodies should establish an ‘audit and risk assurance committee’. UK listed companies are required by law to have an audit committee.

The UK Corporate Governance Code (widely regarded as the gold standard of best practice) requires that boards should establish formal and transparent arrangements for:

  • Consideration of how they should apply reporting and risk management and principles of internal control; and
  • Maintaining an appropriate relationship with the organisation’s external auditors

These functions are discharged by establishing a formal audit committee with clear terms of reference.

The Board must put in place governance structures and processes to ensure that the organisation operates effectively, meets its strategic objectives and provides the Board with assurance that this is the case. However, even the best structures and processes can let down an organisation if they, and the assurances they provide, are not operated with sufficient rigour. Boards are ultimately responsible for assessing risk, signing off financial statements and the accuracy of public announcements. There can be significant personal liabilities for getting it wrong. Board members need to be reassured that they can rely on the information being presented to them.  Boards look to their audit committee to review and report on the relevance and rigour of the governance structures in place and the assurances the Board receives. The Audit Committee supports the Board in this area by obtaining assurances that controls are working as designed and by challenging poor sources of assurance.

What are the functions of an audit committee?

The UK Code lists the role and responsibilities of an audit committee:

  • To monitor the integrity of the organisation’s financial statements and any formal announcements relating to financial performance
  • To review the organisation’s internal financial controls, internal control and risk management systems
  • To monitor and review the effectiveness of the organisation’s internal audit function (if it has one, and if there is not, annually consider whether there ought to be one in the light of current risks and trends in the market)
  • To make recommendations to the board in relation to the appointment, reappointment or removal of the organisation’s external auditors
  • To approve the remuneration and terms of engagement of the external auditors
  • To review and monitor the independence of the external auditors, as well as the objectivity and effectiveness of the audit process
  • To develop and implement a policy on using external auditors to provide any non-audit services
  • To report to the board on how it has discharged its responsibilities.

The Code recommends that part of the organisation’s annual report should describe the work of the audit committee.

The Financial Reporting Council has published extensive guidance on the role of the audit committee. Of particular note are the following points:

  • The organisation’s management is under an obligation to make sure that the audit committee is kept properly informed and should take the initiative in providing the committee with information instead of waiting to be asked – this is crucial since the audit committee can only work properly if it is kept informed.
  • Whilst the core duties of the audit committee are oversight, assessment and review of systems and functions in the organisation, it is not the duty of the committee itself to carry out those functions or to make or endorse substantive decisions. Executive management prepares financial statements, auditors prepare audit plans. Executive management is responsible for actually managing risk (within the risk appetite and tolerances set by the Board as whole). The audit committee’s role is to provide reasonable assurance to the board and external stakeholders that the functions are being carried out properly. They must flag up issues indentified. FRC guidance recognises that, faced with unsatisfactory explanations by management, the committee may ‘have no alternative but to grapple with the detail and perhaps seek independent advice’. They might also from time to time carry out thematic reviews of known areas of high risk on their own initiative.

In the public sector, HM Treasury sees the role of the audit committee ‘is also to act as the conscience of the organisation’ and to provide insight and constructive challenge where required, for example, on risks arising from increasing constraints on resources, new service delivery models, information flows on risk and control and the general agility of the organisation to respond to new risks.

Oversight of risk management and controls

The effective development and delivery of an organisation’s strategic objectives, its ability to seize new opportunities and to ensure its own long-term survival depend on its identification, understanding of, and response to, the risks it faces. In an earlier post we looked at how boards can develop an effective approach to risk management. Risk appetite is the level of risk that the organisation is willing to take in pursuit of its objectives (it can have ‘upside’ as well as ‘downside’). It is concerned with the amount and types of risk the Board would like the organisation to take without a serious threat to its financial stability – it can be quantified so that prudent limits can be set. Setting that level of risk appetite is a key role for the Board as a whole.

The UK Corporate Governance Code requires that ‘the Board should satisfy itself that appropriate systems are in place to identify, evaluate and manage the significant risks faced by the organisation’. The Board should carry out a review of the effectiveness of risk management systems in the organisation. The work of the audit committee helps to inform this, but it must always be remembered that ‘the buck stops’ with the Board.

An internal control system must be effective in preventing losses arising from risk events, identifying risk events and taking corrective action when they occur. An internal control system is concerned with managing business risks which are largely internal to the organisation. Controls will include the policies, processes, procedures, methods, measures, tasks and behaviours to ensure that operational activities progress effectively. It is designed to provide assurance on the achievement of objectives as follows:

  • Effectiveness and efficiency of operations
  • Reliability of financial reporting
  • Compliance with applicable laws and regulations

Internal controls can be classified into 3 main types:

Preventive controls – intended to prevent an adverse risk event from occurring, e.g. fraud by employees

Detective controls – for detecting risk events when they occur, so that an appropriate person is alerted and corrective action can be taken

Corrective controls – measures for dealing with the consequences of risk events that have occurred.

The various sources of assurance make up what is known as the ‘three lines of defence’:

First line: management assurance from frontline or operational areas;

Second line: oversight of management activity, separate from those responsible for delivery (but still part of management chain);

Third line: independent and objective assurances from internal audit and external bodies.

Together these assurances make up the Assurance Framework.

“The Assurance Framework is the ‘lens’ through which the Board examines the assurances it requires to discharge its duties. The key question Board members need to ask is ‘How do we know what we know?’ The Assurance Framework should provide the answer.” (NHS Audit Committee Handbook 2011).

The role of ‘internal audit’ in assisting the committee

‘Internal audit’s role is to enhance and protect organisational value by providing risk-based and objective assurance, advice and insight’–  Institute of Internal Auditors.

The role of internal audit is to provide independent assurance that an organisation’s risk management, governance and internal control processes are operating effectively. Unlike external auditors, they look beyond financial risks and statements to consider wider issues, such as operational effectiveness, the organisation’s reputation, growth prospects, impact on the environment, dealings with employees and compliance with regulations. The internal audit function can be performed by directly employed staff (with appropriate reporting lines), or alternatively the function can be outsourced to a specialist firm. The scale and frequency of activities really depends on the complexity of the organisation. A properly resourced internal audit function can provide management with valuable objective assurance and advice on risk management and controls. The data and reports produced by internal audit will be valuable data to feed into the audit committee meetings, particularly where they highlight trends or recurring problems which the committee may need to probe more deeply.

In part 2, we will consider the composition of the Audit Committee, how it can manage its business effectively and the qualities to look for in effective members.

Mark Johnson is an experienced solicitor & chartered company secretary supporting businesses, charities, social enterprises & academy trusts on governance, compliance & legal affairs. He also serves as an audit committee member for a leading multi-academy trust. Please get in touch or 01625 260577.

If you would like to be kept up to date on more topics like this, then why not sign up to receive our regular newsletter.