Joining or Forming a MAT A Practical Guide

Joining or Forming a MAT: A Practical Guide for The School Business Manager Graham Shaw and Louise Cazan June 2017 © Stone King LLP

Massive Goal My Massive Goal(s) for you from this session: • A clear understanding of the key issues when forming or joining a MAT and how to manage these.

Overview • Academies – Legal Status • MAT - Legal Structure • MAT - Governance • MAT - Executive • Process of becoming a MAT • Any questions?

Academies - Legal Status • Academies Act 2010 • Operated by a Company Limited by Guarantee (Academy Trust) • Charitable status but exempt from Charity Commission registration • Independent schools, but subject to terms of the Funding Agreement(s)

MAT – Legal Structure (1) TRUSTEES = DIRECTORS Strategic Management Staff MULTI ACADEMY TRUST Funding Agreements (company limited by guarantee) Leases / Land Contracts £ 10 Guarantee MEMBERS

MAT – Legal Structure (2) • 1 company operating a number of academies • 1 Master Funding Agreement and a separate Supplemental Funding Agreement for each academy MULTI ACADEMY TRUST 1 legal entity operating several academies Academy 1 Academy 2 Academy 3 and so on…

MAT – Legal Structure (3) • 1 Board of Trustees responsible for overall operation of the MAT • Usually delegate to Local Governing Body for each academy MULTI ACADEMY TRUST Board of Trustees LGB LGB

MAT - Governance (1) Members: • £ 10 Guarantee • Approve changes to Articles (and exercise certain other reserved powers under company law) • Appoint and remove Trustees • “Eyes on; hands off” • Who? • Minimum 3 (5 is the Df. E preference) • No “ex officio” positions • Df. E expectation of “independence” • Note role of Diocese for any VC/VA schools

MAT - Governance (2) Trustees: • Overall day-to-day management of the MAT • Ultimately responsible and accountable for operation of the MAT and its academies • Strategic: 3 core functions of school governance • Delegate to senior leadership/executive team and LGBs

MAT - Governance (3) • Who will be the Trustees? • Representation from schools in MAT? • Independents? • Maximum one-third MAT employees • Df. E expectation to include individuals with expertise in HR, School Improvement and Finance • Small and incisive

MAT - Governance (4) Local Governing Bodies (LGBs) • 1 for each academy/school • Committees of MAT Board • Delegated authority from MAT Board through Terms of Reference and Scheme of Delegation • Each LGB will include at least 2 elected parents • Note LGB composition former VA/VC schools and the role of the Diocese

MAT - Executive (1) Accounting Officer role (Required) - EFA requirement that one individual holds this post Usually a paid position Responsible for proper application of public monies Accountable to Parliament Role must not rotate Academies Financial Handbook (September 2016) : “Each academy trust must designate, in writing, a named individual as its accounting officer. The individual must be a fit and suitable person for the role. The accounting officer should be the senior executive leader of the trust. In multi-academy trusts it should be the chief executive or equivalent. ”

MAT - Executive (2) CEO - Chief Executive Officer (required) • Must be a “first among equals” • Academies Financial Handbook (September 2016) requires the appointment of a Principal or Chief Executive. • This person should be appointed as the Accounting Officer

MAT - Executive (3) CFO - Chief Financial Officer (Required) - Paid position - Business Manager/Finance Director for the MAT as a whole Academies Financial Handbook (September 2016) : “ The academy trust must have a CFO, appointed by the trust’s board, who is the trust’s finance director, business manager or equivalent, to lead on financial matters. ”

MAT - Executive (4) MAT Administrator/Company Secretary (optional) - Not strictly required, but helpful Companies House filing and reporting duties for the MAT Administration of Trustee and Members’ meetings Support to CEO/Accounting Officer

Process of becoming a MAT (1) There are two key phases involved: 1. Start a MAT from scratch or restructure a current single academy trust (SAT) to become a MAT 2. Conversion or transfer of schools/academies into the MAT

Process of becoming a MAT (2) Initial considerations: • • • Do you need consent? (faith/foundation schools) Type? (Non-Church/Mixed) Sponsoring or non-sponsoring? Size? (1200 pupils to be viable (Schools Commissioner)) Phase? (Primary or Secondary) Geography and clustering

Process of becoming a MAT (3) Establishing a MAT from scratch includes: • Academy Order – liaise with RSC • Public Consultation • Incorporate company with Companies House • Negotiate Funding Agreements with the Df. E • Transfer of Staff: TUPE process • Transfer of Land: freeholds, Leases and Church Supplemental Agreements • Commercial Transfer Agreements for contracts and nonland assets • Pensions

Process of becoming a MAT (4) Restructuring a single academy trust to become a MAT includes: • Governance: re-configure make-up of Trustees and Members • Change name of Academy Trust • Articles of Association: amend to reflect governance changes and Df. E model updates • Funding Agreement: amend to Master and Supplemental as per Df. E latest models • EFA significant change process - consultation • Set Terms of Reference and Scheme of Delegation for LGBs • Executive roles to be filled: CEO and CFO

Process of becoming a MAT (5) Transfer of academies into a MAT includes: • EFA significant change process for each academy joining • Transfer of staff (TUPE), land other assets to the MAT • Funding Agreement varied and transferred to MAT • Remaining single academy trust winds up after transfer completed

Process of becoming a MAT (6) Conversion or transfer of schools into the MAT includes: • Df. E approval of MAT as a sponsor (if applicable) • Due diligence into school joining the MAT • Academy conversion process for school joining (or transfer process if an existing academy)

Process of becoming a MAT (7) • • Set up and agile and small working group Ensure project management capacity from the start Instruct professional advisors early Frontload e. g. mutual due diligence on finance, property, contracts and assets, design MAT governance and leadership structures • Co-ordinate your consultation • Prepare for concentrated final period of activity

Set your goal Key points to remember: • Governance is key • The art of delegation • Planning and partnership

Any Questions?

Contact Graham Shaw Partner 0113 457 0162 grahamshaw@stoneking. co. uk Louise Cazan Senior Associate 0113 457 0162 louisecazan@stoneking. co. uk

0800 111 4336 info@stoneking. co. uk