Governance Arrangements

Tame River Educational Trust (TRET) and Droylsden Academy Governance Arrangements – March 2023

Constitution

After 12 years of existence as a Single Academy Trust, from 1 January 2022, Droylsden Academy became the founding school within the Tame River Educational Trust (TRET), a new Multi-Academy Trust.  TRET is constituted as a charitable company limited by guarantee and is registered with Companies House (Company Registration No. 6731528).

The Charitable Company’s Articles of Association is the primary governing document of the Academy Trust.

The Secretary of State enters into a Funding Agreement with the Academy Trust (rather than the sponsor) for the running of the Academy schools.

Academies were originally established as registered charities (registered and regulated by the Charity Commission).  However, on 1 August 2011 all academies became ‘exempt’ charities, with the Secretary of State as the Principal Regulator.  They were removed from the Charity Commission register on this date.

Members

The Members of the Tame River Educational Trust shall comprise:

• The Foundation / Sponsor body
• Up to 2 persons appointed by the Foundation / Sponsor body
• Persons (additional Members) appointed by a special resolution of the Members, provided that the total number of Members does not exceed five.

Member	Appointing Authority	Date Appointed	Date Resigned
Tameside College (Corporate Member *)	Tameside College (Foundation / Sponsor body)	23.10.08
Malcolm Bruce	Foundation / Sponsor body Member	14.02.23
Karen James	Foundation / Sponsor body Member	01.01.22
Jackie Moores	Foundation / Sponsor body Member	09.07.16	14.02.23
Geoff Stevenson	Members	01.01.22
David Wootton	Members	01.01.22

* The Corporate Member appointed Jackie Moores as its authorised representative at TRET Members’ meetings (14.02.23).  From 01.01.22 to 14.02.23 John Lyne was the Corporate Member’s authorised representative

The liability of the Members of the Academy Trust is limited, as with any company limited by guarantee, by the amount undertaken by the Members – in this case £10.

Members have a general duty to exercise their powers to further the Academy Trust’s charitable object, which is ‘to advance for the public benefit education in the United Kingdom’.  While they must ensure they do not stray into undertaking the Academy Trustees’ role, they should assure themselves that the governance of the trust is effective, that Academy Trustees are acting in accordance with the Trust’s charitable object(s) and that they, the Members, use their powers to step in if governance is failing.  The Members powers include:

• appointing and removing Academy Trustees
• appointing and removing Members
• directing Academy Trustees
• amending the Academy Trust’s Articles of Association
• appointing and removing the external auditors.

Ensuring the continued appointment of a Trust Board able to provide the strategic direction, support and scrutiny required to achieve the Mission and Core Educational Purposes and the Trusts Object is a primary function of the Members therefore and maintaining an overview of Trustee performance, attendance and skills audit and succession planning shall be considered at least once each year.

The Members will hold one meeting in each year to which parents, carers and other community stakeholders will be invited, at which questions submitted prior to the meeting will be answered.

Trustees

The Trustees (collectively the “Trust Board”) oversee the operation of the Trust.  They are the directors of the Trust (which is a company in legal terms), trustees of the charity and the statutory governing body of each of its schools.

To further the Objects of the Trust, the Trust Board is responsible for ensuring clarity of vision and ethos, setting the strategic direction, holding the executive to account for the educational performance of the Trust’s schools, and overseeing financial probity and compliance with health & safety, safeguarding and all other legislation and other guidance affecting its schools.

The Board will hold the Chief Executive to account for the conduct and performance of the trust, including the academic performance of the schools within the trust, and for its financial management.

Method of Recruitment and Appointment or Election of Trustees

The Trustees of the Academy Trust shall comprise not less than 3 persons, but shall not be subject to a maximum.  The Academy Trust shall have the following Trustees:

• up to 7 Trustees, appointed by the Members
• a minimum of 2 Parent Trustees in the event that no Local Governing Bodies are established or if no provision is made for at least 2 Parent Local Governors on each established Local Governing Body
• the Chief Executive Officer, if he/she so agrees, may be appointed a Trustee by the Members
• Any number of co-opted Trustees.  However, the Trustees may not co-opt an employee of the Academy Trust as a Co-opted Trustee if the number of Trustees who are employees of the Academy Trust would exceed one third of the total number of Trustees including the Chief Executive Officer

Each of the persons entitled to appoint Trustees above shall have the right, from time to time by written notice delivered to the office, to remove any member appointed by them and to appoint a replacement member to fill a vacancy whether resulting from such removal or otherwise.

The term of office for any Trustee shall be four years, save that this time limit shall not apply to any post which is held ex officio.  Subject to remaining eligible to be a particular type of Trustee, any Trustee may be re-appointed or re-elected at a General Meeting.

Trustee	Appointing Authority	Date Appointed	Term of Office	Date Resigned
Leon Dowd (Chair)	Sponsor *	16.06.16 16.06.20	4 years
Drew Duncan	Chief Executive	01.01.22	Ex officio
Jean Beaumont	Members	01.01.22	4 years
Tracy Brennand	Members	01.01.22	4 years	28.03.22
Paul Houghton	Members	01.01.22	4 years
John Lyne	Co-opted by Trustees	27.02.23	4 years
Idu Miah	Co-opted by Trustees	28.03.22	4 years
Dominic Walsh	Members	01.01.22	4 years
David Warhurst	Members	01.01.22	4 years
Bernadette Wilde	Members	10.08.22	4 years

* Appointed under previous Articles

Governance Arrangements

The Board of Trustees has appointed the following principal committee:

Audit, Talent, Finance and Estates Committee

• Audit, Risk Management, Human Resources, Finance and Estates

Meetings of the Trustees in 2021/22

The Board of Trustees formally met five times during 2021/22.  Three meetings were held with the Trustees of Droylsden Academy (within the Single Academy Trust) and a further two meetings held with the Trustees of Tame River Educational Trust (Multi-Academy Trust) attendance was as follows:

Trustees	Meetings attended	Out of possible
Leon Dowd (Chair of Trustees)	4	5
Philip Wilson (Headteacher and Accounting Officer) (resigned 31 December 2021)	3	3
John Lyne (resigned 31 December 2021)	2	3
John Rogers (resigned 31 December 2021)	3	3
Jacqueline Moores (resigned 31 December 2021)	3	3
Stephen Jackson (resigned 31 December 2021)	3	3
Leszek Iwaskow (resigned 31 December 2021)	3	3
Kerry Mitchell (resigned 31 December 2021)	3	3
Jessica Cope (resigned 31 December 2021)	3	3
Thomas Galvin (resigned 31 December 2021)	3	3
Kerry Edwards (resigned 31 December 2021)	3	3
Jennifer Arnold (resigned 9 September 2021)	0	0
Jean Beaumont (appointed 1 January 2022)	2	2
Drew Duncan (Chief Executive and Accounting Officer) (appointed 1 January 2022)	2	2
Paul Houghton (appointed 1 January 2022)	2	2
Idu Miah (appointed 1 January 2022)	2	2
Dominic Walsh (appointed 1 January 2022)	1	2
David Warhurst (appointed 1 January 2022)	2	2
Bernadette Wilde (appointed 10 August 2022)	0	0
Tracy Brennand (appointed 1 January 2022; resigned 28 March 2022)	0	0

The Finance and Premises Committee (which also had a remit for audit and risk management) formally met two times during 2021/22.  Attendance was as follows:

Trustees	Meetings attended	Out of possible
Philip Wilson (Headteacher and Accounting Officer)	2	2
Jessica Cope (Chair)	2	2
Tom Galvin	2	2
John Lyne	1	2
John Rogers	2	2

After 31 December 2021 the Finance and Premises Committee continued as a committee of the newly formed Droylsden Academy Local Governing Body and met a further four times in 2021/22.  Much of the statutory responsibilities (audit, finance and risk management) were transferred to the newly formed Audit, Talent, Finance and Estates (ATFE) Committee within the MAT structure.  This Committee met a further two times in 2021/22; attendance was as follows:

Trustees	Meetings attended	Out of possible
Drew Duncan (Chief Executive and Accounting Officer)	2	2
Jean Beaumont	1	2
Leon Dowd	2	2
Paul Houghton (Chair)	2	2
David Warhurst	2	2

The Quality Committee formally met once during 2020/21.  There is no formal membership for this Committee, but all Trustees other than the Staff Trustee may attend.  After 31 December 2021, the Quality Committee became a committee of the newly formed Droylsden Academy Local Governing Body and met on a further two occasions, but ceased to include any Trustees in its membership.

The Remuneration Committee met once during 2021/22; attendance was as follows:

Trustees	Meetings attended	Out of possible
Leon Dowd	1	1
John Lyne (Chair)	1	1
Jaqueline Moores	1	1
John Rogers	1	1

After 31 December 2021, the Remuneration Committee was dissolved with responsibilities transferring to the newly formed ATFE Committee, within the new MAT structure.

Due to the nature of Discipline Committee meetings (being held at short notice), the Board of Trustees determined not to have a designated membership for this Committee, but to seek three members each time the Committee needed to meet.  Three meetings were held during 2021/22; three trustees were available on each occasion.  After 31 December 2021, the Discipline Committee became a committee of the newly formed Droylsden Academy Local Governing Body and met on a further four occasions, but ceased to include any Trustees in its membership.

The COVID-19 Oversight Committee continued to operate in 2021/22 and comprised both Trustees and Academy officers.  The Committee met three times during 2021/22; attendance was as follows:

Trustees	Meetings attended	Out of possible
Leon Dowd (Chair)	3	3
Kerry Edwards	2	3
John Rogers	3	3
Philip Wilson	3	3

After 31 December 2021, the COVID-19 Oversight Committee became a committee of the newly formed Droylsden Academy Local Governing Body and met on a further three occasions, but ceased to include any Trustees in its membership.

Droylsden Academy Local Governing Body

Local Governor	Appointing Body	Date Appointed	Term of Office	Date Resigned
John Rogers (Chair)	Trust Board	01.01.22	4 years
Philip Wilson	Ex Officio	01.01.22	4 years
Jessica Cope	Trust Board	01.01.22	4 years	22.11.22
Kerry Edwards	Trust Board	01.01.22	4 years
Thomas Galvin	Trust Board	01.01.22	4 years
Leszek Iwaskow	Trust Board	01.01.22	4 years
Kerry Mitchell	Trust Board	01.01.22	4 years
Stephen Jackson	Academic Staff	07.02.21	4 years
Colette Ormrod	Support Staff	06.10.22	4 years
Jane Bell	Parents	08.12.22	4 years
Kerry Hutchinson	Parents	08.12.22	4 years