Introduction

Good governance in Academy Trusts is fundamental to their success. This Code is intended for use by Academy Trusts in England. It is expected that the primary users of the Code will be all those whose roles engage with Academy Trust governance. The Code’s principles, rationale and outcomes are universal and apply equally to all Academy Trusts, whatever their size, structure, religious or sponsorship arrangements.

The Academy Trust Governance Code draws extensively on the Charity Governance Code. This is because Academy Trusts are charities, albeit exempt charities regulated by the Secretary of State for Education. The Academy Trust Governance Code could not have been developed without the work done by the steering group responsible for the Charity Governance Code and we are extremely grateful to them. Academy Trusts operate in a particular legislative and regulatory environment and have some features that make them distinct from other types of charities. This is why we have developed an Academy Trust Governance Code.

The Academy Trust Governance Code is a voluntary sector-led code. There is therefore no compulsion or requirement to use the Code, but we recommend it as good practice. If your trust is currently using the Charity Governance Code, you can move to the new Academy Trust Governance Code in your own time.

Context

Academy Trusts are exempt charities and therefore have charitable Objects and must apply them as specified in the Academy Trust’s Articles of Association. As an Exempt Charity, Academy Trusts are not directly regulated by the Charity Commission. The Secretary of State for Education is designated as the Principal Regulator under the Charities Act 2011.

All Academy Trusts are also companies limited by guarantee and therefore subject to company law and specifically to the provisions of the Companies Act 2006. Within the framework of the Companies Act the Articles of Association for the Academy Trust form the constitution and governing document for the Academy Trust.

As Academy Trusts are established as exempt charities and companies limited by guarantee, Board members of the Academy Trust hold the dual roles of charity trustees and company directors and therefore have responsibilities under both charity and company law.

Legal Duties as Charity Trustees and Company Directors

In Voluntary Academies (i.e. Academies with a Foundation) the term ‘trustee’ refers to those holding the historic foundation and educational endowment on which the School is founded. Voluntary Academy Trusts (including Church Academy Trusts) therefore refer to their Academy Trustees as Directors. To avoid confusion, this Code will also refer to Academy Trustees as ‘Directors,’ since everyone who is an Academy Trustee is also a company director, regardless of the status of the Academy Trust. Voluntary Academies make up approximately one-third of the sector. They are mainly Church Academies, as well as some other Academies with a religious foundation, and a small number founded by non-religious charities.

An overview of the legal duties of charity trustees and company directors is set out below:

Board’s functions under education legislation	Duties under charity, case and common law (as charity trustees)	Duties under Companies Act 2006 (as company directors)
Strategic leadership of the Academy Trust: the Board defines the trust vision for high quality and inclusive education in line with its charitable Objects. It establishes and fosters the Academy Trust’s culture and sets and champions the trust strategy including determining what, if any, governance functions are delegated to the local tier Accountability and assurance: the Board has robust effective oversight of the operations and performance of the Academy Trust, including the provision of education, pupil welfare, overseeing and ensuring appropriate use of funding and effective financial performance and keeping the estate safe and well-maintained Engagement: the Board has strategic oversight of relationships with stakeholders. The Board involves parents, schools and communities so that decision-making is supported by meaningful engagement	Ensuring the Academy Trust is conducting its charitable Objects for the public benefit Complying with the Academy Trust’s governing document and the law Acting in the best interests of the Academy Trust and its beneficiaries Managing conflicts of interest Managing the Academy Trust’s resources responsibly Exercising their powers for their proper purpose Acting with reasonable care and skill Ensuring the Academy Trust is accountable	Acting within powers Promoting the success of the Academy Trust Exercising independent judgement Exercising reasonable care, skill and diligence Managing conflicts of interest Not accepting benefits from third parties Declaring interest in a proposed transaction or agreement

Directors must be registered at Companies House.