Making up the numbers

The governing body system usually consists of various sub-committees. Nick Sladden explains the need for periodic reviews of their structures

An independent school is likely to have a number of formally constituted committees that report directly to the main board of governors. These committees (sometimes referred to as “sub-committees”) necessarily include selected governors but sometimes, where appropriate, have additional staff, parent or expert representation. However, the committee structure that is in place may not always be appropriate to the needs of the school and its board of governors.

Committee structures tend to evolve over time due to a perceived need and new committees are added (or more unusually removed), usually over a number of years. As a result the overall governance structure for a school can become inefficient as well as inappropriate to its strategic needs. This has become particularly apparent as governance best practice in the voluntary sector has developed significantly over the last ten years. Undertaking such a review of organisational and trustee structures is also something that the Charity Commission (see The Hallmarks of an Effective Charity, April 2004) has been recommending for some time.

Stepping back
It is therefore good governance practice to undertake periodic reviews to take account of:
· the frequency of meetings of the board of governors;
· the number of committees and frequency of committee meetings;
· any companies in which the school has an interest, for example, trading subsidiaries and its own board of directors; and
· the appropriate representation of staff, for instance, the head or bursar.

For effective management the Charity Commission recommends that a minimum of two full trustees' meetings are held in any 12-month period, where the business of a charity has to be transacted at meetings (see Charities and Meetings, May 2003). This should be achievable for all schools as many now operate a model where the board of governors meets at least termly with committees of governors and senior management reporting back to the main board at each meeting. The committees lead the majority of the detailed work and report summaries of their findings to the main board. To ensure that there is a clear differentiation between the roles of committees and the main board each should have a clearly defined terms of reference.

Governors should ensure that they continue to be closely involved with strategic development and contribute regularly to high-level decisions within the school. Although committees allow detailed work to be undertaken there is a downside in that governors can inadvertently become too involved in management issues. However, governors by definition need to be involved with the school on a frequent yet timely basis.

The optimum length of time varies between meetings due primarily to the different sizes of schools but anecdotal information suggests that a termly meeting over a morning or an afternoon maximises attendance. Where effective committees are operating governors are often involved on a six weekly basis if committee meetings are held in between main board of governors’ meetings.

One reason for advocating a simple and minimalist committee structure is to avoid having a plethora of committees or sub-committees that in practice result in the generation of reports from one committee to another. This can be extremely inefficient and uses vital management time. In considering any new committee structure with a blank sheet of paper it is also useful to insist that there is no more than one layer of sub-committee.

Making changes
At the time that any changes or a new structure is being determined it is essential to make a commitment to review the operation of any new structure after it has been implemented for a period of six months to a year. This review gives the opportunity to determine whether the new structure is working in practice.

From time to time the constitution of each committee should also be reviewed and it is not always necessary to have a committee made up entirely of “experts”. Frequently, it can be the layperson that asks the obvious or common sense question on a committee that sometimes gets missed by the “experts”. To achieve this it is helpful to have a Board that comprises a wide-range of skills and experience.

Some schools also maintain a register of individuals that may be past governors or simply have a close connection to the organisation. Such registers (“special interest registers”) can be useful when particular expertise is required and the individuals with the required skills and experience can be called on by the board of governors on an ad hoc basis. Typically these individuals may not wish to take on the commitment or responsibility of being a governor but are often prepared to offer help and advice from time to time. These individuals can then be co-opted onto committees when there is a requirement for specific experience and expertise.

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