Ghosts of the past

It is important to the school’s reputation and good governance that effective checks are made when appointing new governors. After all, you don’t want to discover an unpleasant truth when it’s too late, writes Nick Sladden

Finding suitable new governors who can bring additional skills and experience is not easy, but with a robust process it can also bring an improved breadth and depth of skills to the board. It is therefore possible to become a little complacent once that “wonderful” new person has been found and forget that inevitably there are administrative tasks that need to be completed to achieve sound governance.

Checks before appointment
Over the past few years, the Charity Commission has been heavily engaged in a debate with the independent schools sector over the public benefit issue. It is therefore easy to forget that the Charity Commission also provides much support to the charity sector as a whole and has many useful publications, guidance and recommendations available from its website.

One recommendation is that charities (and, therefore, independent schools with charitable status) should “before appointing a trustee...obtain a declaration from the prospective trustee that they are not disqualified [from acting as trustee]”.

The guidance goes on to recommend that charities should also check official registers to confirm whether the proposed governor could be legally disqualified from acting as a trustee. Persons who are legally ineligible to act as trustees include bankrupts, disqualified directors and persons who have previously been removed as a charity trustee. Details on how to find the lists of bankruptcies and disqualified directors can be found at www.insolvency.gov.uk and www.companieshouse.gov.uk

Readers wishing to determine persons who have been previously removed as a charity trustee would need to review the registers (held separately from the Register of Charities) at each of the Charity Commission’s offices.
These registers identify trustees removed from office (by the Charity Commission since 1961 or by the Courts since 1993) under the Charities Act 1993. Staff at the Charity Commission (contact details are available from www.charity-commission.gov.uk) advise on whether an individual is on the list if a name is supplied for them to check. Academic staff will also be familiar with the checks required by the Criminal Records Bureau.

As a minimum, the trustee board should ask new trustees to sign a declaration to confirm that they are not disqualified from acting as a charity trustee.

Ensuring governors know what is expected
To have an effective board that understands its legal responsibilities and the distinction between governance and management, it is helpful if governors are issued with a statement that defines their duties and responsibilities.
This statement should ensure that both governors and management understand their remit and the implications of their actions on their legal position. More specifically, it is helpful to ask all governors to sign and return a statement or letter that sets out their duties and responsibilities, and the expectations of the school on governors. The letter should, as a minimum, include obligations to:
• uphold the values and objectives of the school;
• give adequate time and energy to the duties of being a governor; and
• act with integrity, and avoid or declare personal conflicts of interest.

By its nature, a “governor contract” will need tailoring to individual schools and governors. Specimens of contracts are widely available from the internet (including at www.ncvo-vol.org.uk) and should be amended to suit each individual school’s needs before issuing to governors.

Some readers may also be familiar with codes of conduct, which are simply a variation on governor contracts but achieve the same aim. This common aim is to provide governors with clear guidelines for standards of behaviour, responsibilities, and best practice in fulfilling their obligations to the school. A code of conduct is a model of best practice and would cover areas such as selflessness, integrity, objectivity, accountability, openness, honesty and leadership.

Nick Sladden is a partner in Baker Tilly and is head of their Charities and Education Group in the South.

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