The Effective Board

the role

key stakeholders

legal structure

duties decision-making

preparing for Board Meetings

START

FINISH

chairing

why are we here…?

the role

key stakeholders

legal structure

duties decision-making

preparing for Board Meetings

START

FINISH

chairing

key stakeholders

• who are they?

• positive things

• negative things

• score out of ten

the role

key stakeholders

legal structure

duties decision-making

preparing for Board Meetings

START

FINISH

chairing

legal structure

• members

• governors

• executive

• secretary

• committees

members

• signatories to the Memorandum

• DfE appointee

• chair of governors

• member invitees

members• receive accounts

• appoint auditors

• amend the constitution

• change the name

• wind-up the company

governors

• staff

• local authority

• parents

• headteacher

governors

• board of the company

• overall strategy

• finances

• performance monitoring

• risk management

• legal compliance

executive

• headteacher and team

• day-to-day operations

• carrying on the business of the company

secretary

• formal statutory role

• notices, minutes and records

• company returns

• the ‘oil in the engine’

committees

• finance, HR, school improvements, etc

• committee structure

• recommendation or delegated powers?

• reporting

the role

key stakeholders

chairing

legal structure

duties decision-making

preparing for Board Meetings

START

FINISH

duties

• constitutional

• fiduciary

• charity law

• statutory

constitution

• memorandum and articles

• objects and powers

• internal rule-book

fiduciary

• good faith

• skill and care

• within our powers

good faith

• best interests of company

• use of company property

• conflicts of interest

skill and care

• two levels

• sensible and careful business person

• specialist knowledge and experience

within powers

• company constitution

• delegation

charity law

• regulated by DfE• objects• trading• remuneration• gift aid scheme

statute

• insolvency

• health & safety

• Companies Act 2006

insolvency

• wrongful trading

• fraudulent trading

• preferences

• transaction at undervalue

corporate manslaughter

• Health and Safety Act 1974

• Corporate Manslaughter Act 2007

the 1974 Act

• principal duty on employer

• directors can be liable

• consent, connivance or neglect

the 2007 Act

• failure in management or organisation

• gross breach

• fines and publicity order

• corporate liability

Companies Act 2006

• statutory Code of Conduct

• seven duties

the seven duties

• act within powers

• exercise independent judgement

• promote success of the company

• exercise reasonable care, skill and diligence

the seven duties

• not accept benefits from third parties

• avoid conflicts of interest

• declare interests

independent judgement

• can’t just rely on Executive and advisers

• need to take advice

• question and challenge

• use common sense

promoting success

• good faith

• positive duty

• directors’ decisions

avoiding conflicts

• what are they?

• why is this important?

• how should we deal with them?

avoiding conflicts

• be aware

• declare

• debate?

• vote?

• resign?

the role

key stakeholders

chairing

legal structure

duties decision-making

preparing for Board Meetings

START

FINISH

decision-making

• long term impact• employees• suppliers and customers• community• environment• high standards of business conduct

Quiz time!!!

the role

key stakeholders

chairing

legal structure

duties decision-making

preparing for Board Meetings

START

FINISH

the obstacles

preparing for Board Meetings

• speed reading

• research

• speaking to others

• incisive questions

• write something down

the role

key stakeholders

legal structure

duties decision-making

preparing for Board Meetings

START

FINISH

chairing

chairing

• setting the agenda

• facilitating the debate

• follow-up action

chairing

• recruitment

• dealing with difficult behaviours

• succession planning

• promoting the academy

The Effective Board