Bishop Fleming’s Head of Education, Pam Tuckett, provides an insight into the role of a trustee, with a focus on the last few months and the governance and decision making that has been required.
As well as my role at Bishop Fleming, I am also the trustee at a large Multi-Academy Trust (MAT) called Westcountry Schools Trust. Academies are not only a large part of my day job, but also a big part of my voluntary work too.
The MAT of which I am a trustee has 22 schools and 13,000 pupils. Ivybridge, one of largest schools in the country with 2,500 pupils, has more operational challenges than running a standard-sized secondary. However, Holbeton, must be one of smallest – with only 38 pupils.
The trust as a whole has a real mix and consists of:
The main thing we don’t have at the moment is an alternative provision offering.
Our governance structure is set around 3 geographical hubs, although all schools are within half an hour’s drive of each other.
We have 5 regular committees that look after all the technical areas and an LGB for each school. I am chair of the audit committee, a member of the estates committee and attend the finance committee.
I must admit I do sometimes feel a bit sorry for our FD, because I am able to ask more probing and direct questions than many committee members, due to my day job. I do have to strike a balance between asking challenging questions, but also being supportive.
I know it does sound a lot, and yes, it is a big investment in my time to do it right. Being a trustee is something that you have to make enough time for if you want to do it properly.
But our trustees realise that we cannot do it all. Which is why we have all the committees, to share the workload and to ensure everything is given the right amount of time for proper scrutiny.
So what governance lessons have we learned?
The last few months have been interesting to say the least.
What we have learned, is that in order to make the right decisions, you must have the right governance structure in place - otherwise you risk making the wrong decisions in a crisis period.
For example, having a separate HR committee has meant that the decisions around furlough etc. are made by an experienced team, supported by the committee. The finance committee has also been involved in the decision making for the exceptional costs claim.
What we have also learnt is that, even if you think you have a great risk register and business continuity plan, that you cannot be sure you have everything covered.
I’m going to share with you the Impact on governance that we have seen at WeST
Looking firstly at skills, it is important that you have the right people on the board and on committees – they need to have the right expertise.
I attend estates and bring my financial governance expertise to things like procurement and SCA, but I rely on the chair to bring expertise on health and safety and other estates matters. This has been especially important as our chair has the expertise to quickly digest the covid-19 guidance.
You also need good advisors who know what they are doing, such as lawyers who are genuine sector experts and are able to give guidance on the application of the PPNs on complex contracts.
Rebalance of information sharing and challenge
We all know what good looks like when it comes to board papers, agendas and briefing notes. It is always good practice to have these well in advance of a meeting.
Our board and committees have had to meet at short notice, as I’m sure have many others. We have also had to accept that on occasions we do not get papers to read in advance. In this situation the SLT have presented their papers at the meeting. We have all had to be far more flexible.
Good meeting etiquette has been essential to ensure that the meetings are effective. Our discussions have become more focussed and the trustees have challenged the SLT in a supportive way.
We have not had any examples of Trustees going off on a tangent, which we often get in face-to-face meetings.
At all meetings, trustees have had to agree what is important and what is needed to be addressed as a priority, as many of the action points from the pre-covid meetings needed to be carried forward as they were not deemed to be critical.
Communication, roles and responsibilities
I think we have all realised how important communication has been.
As a trustee I have wanted to know what was going on in the Trust, but the SLT needed to get on with their day job. It’s a fine balance between needing to know things and just being a nuisance.
By keeping the focus always on risk, I found that it helped to ensure the right challenge was given at the right time.
I have asked more questions outside of meetings rather than always waiting for the SLT to explain at a formal meeting.
For example, I followed up with our CEO regarding the plan for the release of exam results. This had been flagged as a significant risk at the most recent audit committee meeting, but needed an answer before the next scheduled meeting.
The formalised process we have in place for cross referrals between committees and from the LGBs to audit has really proven its worth. LGB chairs had fed into the audit committee any concerns they have had over the wider opening process for their school.
We have also had to effectively make some of the rules up as we went along. For example, the individual risk assessments at school level were all reviewed by the LGBs before they came to the audit committee. Funnily enough, this was not on any TOR!
We have had a fully functioning audit committee for the last 7 years, even when there were only 2 schools in the trust.
There are a few areas that require a specific mention regarding their impact over the last few months and the next few months.
I doubt any trust has covid-19 or anything remotely like covid-19 as a risk in their register?
Not only is this a risk, but the whole situation gives rise to new risks, such as the exam results I mentioned earlier.
The role of the audit committee in the process of the wider opening of schools has developed as we went along.
At our meeting before the end of June we started by challenging the risk assessment process. For example, we challenged what a red RAG rating meant. The committee determined through discussion with the SLT that a red rating for a risk as a school meant the school could not open. This made it much easier for heads to properly assess the risks and the impact on the wider opening.
We then requested a weekly update on each school, which is now circulated on a Friday afternoon.
When I summarised the work of the audit committee at the final board meeting before the schools opened, I was asked by a fellow trustee if we had reviewed all the risk assessments. Clearly the committee had not reviewed them all, but had instead challenged the process to make sure it was robust and reliable, and agreed a future reporting mechanism.
I don’t think our Trustees will be alone in not really understanding the role of audit committees.
Internal audit oversight:
Regarding internal audit, we had previously agreed a comprehensive plan of work which included work on estates, educational standards, IT and governance. We reworked our annual plan and widened our review of governance to cover our approach to Covid-19, and delayed educational standards and IT until the autumn.
We have made a note to consider looking at HR and in particular the major covid-19 issues, as this is an area over which we think we might require more comfort on our processes.
It certainly helps having experts on the committee.
I am not the only auditor on our committee; we have an internal audit expert who adds real value to the meetings.
The final area I wanted to mention is the application of the guidance around PPN etc. It was highlighted as a risk by the FD as PPN 02 and 04 have been particularly tricky to apply, especially where the trust has different suppliers in different schools, such as catering.
The exceptional costs guidance has also been a challenge. These risks demonstrate that the risk register needs to be a live document, whether it’s the trust level register or the school level register. I would expect some of these risks to drop off at some point.
So in summary, If you haven’t got a separate audit committee then the chances are this is possibly not being given the right amount of time, and also perhaps not by genuine experts.
Opening schools toolkit
I wanted to share with you the great work that the SLT at WEST have done on the opening of schools.
An initial toolkit enabled us to risk assess the wider reopening and is in use now. A second toolkit was for Sept.
These are the documents that individual schools use to do their risk assessment; we have used the CST’s core decision making frameworks and tailored them to WeST.
A huge amount of work has been done which has culminated in some really great work by the SLT.
We also have a risk dashboard that gets circulated to both trustees and the audit committee every Friday afternoon.
The dashboard is easy to put together as it is just a summary of the individual school risk assessments. It is also a really good visual tool for trustees.
I think what we have learnt is that a MAT can bring a wealth of expertise to individual schools.
For example, our estates director has been responsible for leading on estates across all the schools, which has included supporting them in the wider opening, and our FD has dealt with all the PPN contract negotiations.
The difficult furlough question has been dealt with by our central HR team, with support from our FD and legal advisors. I doubt our individual schools would have had sufficient expertise, or time, to work their way through the requirements.
It has also highlighted inefficiencies where we do not have a common supplier for one service across all our schools. Individual Contracts have had to be negotiated, e.g. across catering which has been time consuming. It would have been much easier to have one supplier.
This is a key issue for us as we have had 8 schools join in the last 18 months.
Centralised finance function
It has also shown that a centralised finance function is essential to ensure good financial governance across all schools.
When a system had to be tweaked due to working from home it applied across the trust, rather than having lots of local changes to procedures at school level.
I think the sector has realised that they have a pretty secure funding stream, but that in exchange for this security the government has expected them to go above and beyond their normal day job to support the country.
Academies have been a core part of the government’s solution to keeping the country going and to help businesses survive a cash flow crisis.
It has also identified that academies really are critical to their local communities. Many schools have been issuing food parcels to parents or using alternative voucher schemes where Edenred did not work.
Schools have been very concerned about the wellbeing of their pupils and have been essential in providing support to parents and their local communities.
I can’t stress enough how important it is to have the right skills on the trust board, in the committees and on the SLT.
Without the right skills there is a real danger that the wrong decisions are made. I think this will become even more apparent once trust boards start to analyse and review their activities over the last few months.
And finally, the governance structure must be fit for purpose.
I know many trusts think that theirs is – but a review of how the governance worked over this covid-19 period is essential. The governance structure, decision making, and lines of responsibility and delegation must all work seamlessly and in the same direction
What keeps me awake at night
You may be thinking that dealing with covid-19 is my biggest concern. There are three key issues which also concern me.
IT is still my biggest concern, especially as many trusts have potentially taken their eye off the ball while they deal with covid-19 matters.
The risk that we identified relating to the exam results was all around the IT risk.
I think the sector is waiting for its first high profile cyber security disaster, like the recent one at the University of California where hackers were paid a ransom of $1.14M. And of course the risk is that pupils’ academic work is destroyed, as well as data being stolen.
It is not nearly high enough on anyone's list of risks in a MAT. For some reason the sector seems unwilling to protect itself. I think it’s because there is a constant battle between spending on IT to prevent cyber fraud and spending on pupils’ education.
It’s not recognised as a problem until it’s too late and something goes wrong.
There is a lot that the sector can learn from the business world in this context and trust boards would be wise to listen to their member with business expertise in this respect.
(2) Education standards
My second main concern is to do with topics I don’t fully understand. As I’m not an expert in everything, I have to rely on others for reassurance. I have to rely on other committees to do their job.
The area that I have least knowledge in is education and standards. I am therefore reliant on the education standards committee watching my back.
There is a huge amount of trust required when you are a trustee of a MAT.
(3) Role of internal audit
Lastly, the final thing that keeps me awake at night is that I don’t know what I don’t know. Again you have to trust your SLT and fellow trustees to identify issues and deal with them.
As a trustee you cannot get involved in the day job so you rely on systems, controls and procedures to catch these things.
So the role of internal audit is critical here to reassure me that everything is working as it should and that risks are being addressed as they should be.