I recently completed the CIPFA/ISBL Level 7 qualification in Academy Financial and Operational Leadership. The module on governance, assurance and accountability really got me thinking about how and where the School Business Professional fits in Academy Trust Governance.
Much of the guidance available to schools and academy trusts makes clear that there needs to be professional and independent clerking available to trustees and governors but I, like many other Academy Trust SBPs, am the named Company Secretary for the Trust. Academy Trusts are not required to have a Company Secretary, and the Articles of Association make clear that the Clerk to Trustees and Company Secretary need not be the same person, but where there is a Company Secretary, the role they fulfil should be as described here.
The Cadbury Report (1993), which looked at Corporate Governance, stressed the importance of the role:
‘‘The company secretary has a key role to play in ensuring that board procedures are both followed and regularly reviewed. The chairman and the board will look to the company secretary for guidance on what their responsibilities are under the rules and regulations to which they are subject and on how these responsibilities should be discharged. All directors should have access to the advice and services of the company secretary and should recognise that the chairman is entitled to strong support from the company secretary in ensuring the effective functioning of the board.’’
So, as well as fulfilling the functions of Chief Finance Officer (CFO) and Chief Operating Officer (COO) of my Academy Trust, I am also a named Officer of the Company, with specific responsibilities for supporting the Trust Board in discharging their specific responsibilities. Clearly this is quite a wide-ranging portfolio and there are potential conflicts or difficulties in discharging this role, whilst being a member of the Executive Leadership Team, who reports directly to the CEO. I think that the most important thing is to recognise and understand the regulatory and legal framework of each role and to have the confidence to speak up when these are not being followed.
There have been several recent instances where governance in Academy Trusts has been lacking and the Financial Management and Governance Reviews undertaken by the ESFA can be found here. Often the themes are around poor financial oversight, but there are also issues around Related Party Transactions, appointment of Trustees, including overlap with Members and a lack of transparency around reporting. The ESFA has found multiple breaches of the Academies Financial Handbook in some instances. Both the Company Secretary and the CFO should play a large part in ensuring compliance and the job description of the post-holder(s) should make this clear and give sufficient authority to the post-holder to ensure they can discharge their duties effectively.
This brings us round to the knowledge and skills of the SBP who is carrying out the role. Not only is it important to know what needs to be done, but also know where further advice, guidance or support is needed. Whilst I might have technical responsibility as Company Secretary, I recognise that the Trust needs professional and independent clerking, as well as access to governance advice and training. I also recognise the need for external checks on other aspects of accountability.
The Academy Sector is young and there have been numerous changes to the accountability framework over time. The quality of governance of Multi-Academy Trusts should be a key priority and the School Business Leader Profession has a part to play in this.