UHY Hacker Young | Chartered Accountants

COVID-19: Governance issues for academy trusts

25 March 2020

How many risk registers listed a global pandemic as a high risk, or how many trusts had a full disaster recovery plan in place which covered the scenarios academy trusts and their leaders are now dealing with?  I think it is safe to say the scale of the Covid-19 outbreak has caught everyone by surprise and even when reports first came in about the problems in China in mid-January I do not think anyone would have envisaged the entire UK being in lockdown before the end of March. Unprecedented times certainly.

Leaders across all sectors have been frantically fighting fire over the past week and the education sector is no different. Once the initial urgent tasks have been dealt with, and things begin to settle down and we adapt to a period of remote working, a number of questions are raised for academy trusts and their boards.

The initial responses to Covid-19 and managing the partial closure of the schools and parent requests to be classed a key workers was of course down to Headteachers and their senior leadership teams. Trustees will have watched from a distance. Now it is important trustees communicate well and support each other, maintaining dialogue. Schools leaders are under immense pressure and any support trustees can provide will be welcome.

If there is one positive for boards and school leaders it’s that they should not have to face the considerations thousands of businesses are dealing with about furloughing employees or asking staff to take significant pay cuts to ensure financial stability. Teaching staff certainly have their own stresses as they battle with pupils in school and others at home, but at least with the provisions of the Burgundy Book they are well protected even if they are unfortunate and do end up being off sick for an extended period.

Some boards of trustees will be used to holding virtual meetings, for others this will be completely new. The model article of association for academy trusts state that trustees can attend meetings remotely subject to stipulations laid out in article 126:

“Any Trustee shall be able to participate in meetings of the Trustees by telephone or video conference provided that:

  • he has given notice of his intention to do so detailing the telephone number on which he can be reached and/or appropriate details of the video conference suite from which he shall be taking part at the time of the meeting at least 48 hours before the meeting; and
  • the Trustees have access to the appropriate equipment if after all reasonable efforts it does not prove possible for the person to participate by telephone or video conference the meeting may still proceed with its business provided it is otherwise quorate.”

Naturally trusts need to consult their own articles for clarity and to ensure they comply with their own regulations.

There are many systems available which facilitate virtual meetings, including Microsoft Teams and Zoom. Initial challenges will include:

  • Ensuring all trustees have the necessary hardware and are set up to use any software or app.
  • Ensuring meetings are quorate
  • whether the powers for chairs to act in cases that require urgent consideration will allow boards to continue to discharge their core functions
  • how to approach things if holding quorate virtual meetings becomes impossible. Boards will need to be sensible, pragmatic and responsible when discharging their functions. Instances may arise where it proves to be impossible to operate strictly by the rules, and in such cases a clear audit trail should be maintained to ensure a records of all communications is kept.
  • Keeping the safe level of care and diligence to decision making that would be taken in more usual circumstances.
  • Holding sufficient meetings to adhere to the Academies Financial Handbook minimum number of 3 will be important, but if some scheduled meetings have to be cancelled then this is not necessarily an issue.

Some top tips for virtual meetings:

  • The ability for the Chair to keep the meeting on track is even more important in a virtual meeting.
  • Depending on the system in use it can sometimes be hard to know who is talking, or time delay in video calls dependent on good broadband connections can result in participants talking at the same time. It may take a little while to get used to the new way of working if you are not familiar with the technology. Video-conference meetings should move at a slightly slower pace than a typical meeting due to a two to three second delay for most systems to communicate. Chairs will need to ensure there are sufficient pauses after asking a question. Participants can bring attention to themselves by signalling in some way, perhaps by raising their hand or saying “question” or “comment” and then waiting a couple seconds before continuing – this helps to avoid people talking over each other.
  • Participants should remember they are in a meeting and give it their full attention, avoiding any temptation to be distracted by email or texting. Everyone should be prepared to talk if questions are directed to them.

The next few weeks and months will be challenging to boards but with good planning it should be possible to maintain good governance procedures. You may even learn new skills as you become more familiar with the technology available to us in this modern world, and realise that it is not essential for all meetings to be held face to face or for all attendees to be in the room in person.

If you have any questions about your governance arrangements for your academy trust during this difficult period please contact one of our Academy experts who will be able to help.

See also our separate blog on Maintaining your usual high standards of systems and control