Governorship in independent schools

I had the great pleasure of sitting in on our governors' away day last weekend. The insights it gave me into the mechanics of governorship were superb. Stuart Westley, ex-England cricketer and one-time Headmaster of Haileybury led the session. Here are the salient points:
Usefulness of AGBIS membership
Schools that are not members of AGBIS should be - there is a wealth of expertise available from them. They particularly come into their own for new Heads who have inherited a board of dubious quality. With a willing chairman their advice on best practice could be used to reconfigure the board and ease out ineffectual governors without ruffling too many feathers.
Difference between governance and management
Stuart was at pains to point out the difference between governance and management. Things often go wrong when this is forgotten. These quotes nicely summarize how a healthy relationship between a Head and the governors should work:

'I'll do the navigating, you act as the driver'. (Chairman of BBC Governors to his Director General)

'I run the Board and the Chief Executive runs the company'. (Baroness Hogg, Chairman of 3i)

'Our job is to make sure we have the right people running the business day-to-day within the right structure and who have the right resources at their disposal to create a long term viable business'. (Sir Roy Gardner, Chairman of Manchester United F.C.)

'The Head is in charge of the ship. I occasionally put a hand on the wheel'. (Chairman of Governors, Kings School, Bruton)

Governors can sometimes overstep the mark. But given the level of responsibility that falls to them, heads can rightly expect to be given a pretty free hand in the management of the school. As Dr Thomas Arnold, much-feted headmaster of Rugby, put it:

‘I confess I should very much object to undertake a charge in which I was not invested with pretty full discretion.'

Ultimately (though it would not be politic to remind them of this!):

‘…the history of great schools is marked by great headmasters not by great governors'. (Sir Alan McLintock)

There is a very subtle, but very important difference between the role of the governors in the leadership of the school and the role of the Head and the senior managers. As Mike Hudson, the author of managing without profit, puts it the role of the governors is:
'...about ensuring that the organization is well managed, but not about managing it.' Meanwhile, staff are responsible for the implementation of strategy agreed by the governors they are '.. responsible for turning the governors' intentions into action and for administering the systems and procedures needed to get results'.
For governors this distinction is neatly summarized by the epithet:

‘Eyes on, hands off’.

What makes for good governance?
Stuart identified the following four important drivers of effective governance:
    1. team working
    2. holding great meetings (never more than 2hrs long we were told, with concise, action-based minutes)
    3. having people with the required skills and experience
    4. maintaining a sharp focus on strategy
The governance triad
We were then introduced to the idea of the governance and management triad:

The balance of relationships in this triad are crucial. If any one element of the triangle gets skewed out of alignment problems can ensue. The sorts of problems envisaged largely stemmed from personalities getting ‘too big for their boots’. Imagine a situation, for example, where the Bursar, controlling the purse strings as he or she should, uses this area of responsibility to veto anything that might affect the bottom line. Or where a chair of governors becomes embroiled in the blocking arrangements for options choices etc. The role of the bursar is more important than many chalk-face teachers suppose because in 80% of independent schools the bursar is also the Clerk to the Governors. This special relationship with the governing body gives bursars leverage that senior leaders – even if they sit on the Board – do not enjoy.
Relationships within the triad

As far as Stuart was concerned the following fundamental principles should underpin the relationships within the triad:

  • clear delineation of responsibilities and a mutual understanding of these

  • an understanding of the interdependence of the roles

  • confidence in each other’s judgment and mutual trust

  • timely and effective communication with each other

  • frank and open discussion – no grudges, everything out in the open

  • a willingness to give and accept advice

  • the ability to reach an agreement – even after initial disagreement – and then present a united front to the outside world

The Charity Commission

Since most (80%) of independent schools are Charities the Charities Commission is the body that oversees governance. It is extremely rare for the Charity Commission to hold governors to account (in large part because the organization is much stripped down post-austerity), but it does happen. The Charity Commission will want to see that the governing body:

  • knows the charitable objects of the school (usually very broad and noncommittal, and with good reason)

  • acts for the school with skill and care

  • acts in good faith

  • accepts responsibility for the acts of others

  • acts as guardians of the charity’s assets

  • are able to demonstrate public benefit

  • takes advice where necessary

  • acts collectively

This last point is vital – governors, for all their disagreements behind closed doors, are obliged to toe the party line in the wider community. Governors who publicly disagree with board level decisions should be swiftly dismissed. Decisions, once made, must be supported and owned collectively.

The role of governors

So what should governors concern themselves with? Well, like company directors, they are responsible for:

  • determining strategic objectives and policies

  • monitoring progress towards objectives and policies

  • appointing senior management

  • accounting for activities to shareholders (parents) and members (alumni, pupils, community supporters etc.)

Governors should be aware of the need to :

  1. declare and/or register possible conflicts of interest. This is sometimes overplayed, Stuart felt unwisely so. So long as interests are declared transparently and openly and recorded as such there needn’t be an issue. Good potential governors should not be turned away, as they sometimes are, because a conflict is exaggerated in its importance.

  2. not act beyond the authority of the governing apparatus

  3. exercise independent judgment

  4. exercise reasonable care, skill and diligence

  5. produce accounts and an annual report (both to be placed in the public domain)

The enormity of the responsibility

Governing comes with enormous responsibility. The general rule is:

‘You can delegate a task but you cannot delegate the responsibility’.

At this point the conversation veered into the detail of governors’ responsibility for the upkeep of the Single Central Register. This document which records the comings and goings of all the employees in a school and serves as a record that the correct employment checks have been completed is one of those pass or fail elements of an inspection. Given its high stakes schools go to extraordinary lengths to ensure that they are compliant and here several horror stories ensued:

  1. a tale of a school having failed an inspection despite having paid a serving inspector to check their paperwork. The serving inspector, it turned out had conducted a random spot check of the register and found everything in order. When the real inspector came along, discrepancies were found amongst some of the records that had not been checked.

  2. tales of governors being criticized for not having checked the register themselves. This struck me as particularly odd given that good governance shouldn’t involve micro-management. We were all left feeling rather uneasy about this..

Governors’ duties in practice

In practice governors’ duties boil down to:

  • determining, with the Head and members of the SMT, the overall aims of the school

  • ensuring that key policies are in place and that a system exists for reviewing them

  • acting as guardians of standards

  • acting as guardians of the charity’s assets

  • discharging responsibilities (mainly around timely communication) with parents, pupils and staff

  • encouraging and supporting staff where good practice is identified

The three main strands of governance

Stuart identified three principal strands to governance:

Corporate and fiduciary
Strategic governance
Impact governance
  • Oversight of finances and assets
  • Regulatory and legal compliance
  • Internal controls
  • Key policies
  • Thinking and working strategically
  • Clarifying the strategy
  • Looking outward, scanning the environment
  • Adapting to rapid change
  • Ensuring impact in relation to the charitable objects
  • Monitoring the delivery of the strategy
  • Assessing the charity’s performance
Indicators of good governance

Stuart finished this part of his presentation with a summary of the things he thought acted as indicators of good governance. Here they are:



All in all a very useful session...

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