Scheme of Delegation
SCHEME OF DELIGATION
MTCAT VISION
VISION
“STRENGTH IN UNITY” - The power of a couple or team pulling together, working for the same goal, striving to reach a common destination, is far greater than the sum of its parts.
OUR VISION is to create a nurturing and enriching educational community where the light of Christ shines brightly, guiding the journey of our children aged 2-19. In unity, we will provide an exceptional Catholic education that empowers children to achieve their highest potential, guided by the light and truth of Christ. Together, we build a future filled with hope, love, and the promise of a brighter tomorrow.
CONSITITUTION OF THE TRUST GOVERNANCE STRUCTURE
The Trust governance structure consists of three hierarchical tiers of responsibility: Members, Directors and Governors (LGB).
Members
The Members of the Trust are the signatories to the Memorandum of Association and will have agreed the Articles of Association.
The number of people who may be appointed as a Member of the Trust shall be no less than three but, unless otherwise determined by the Trustees, shall be subject to no maximum. Members of the Trust are appointed by the Catholic Bishop of Portsmouth.
MEMBERS ARE ACCOUNTABLE TO THE BISHOP
Directors / MTCAT Board
The Directors have overall responsibility and ultimate decision-making authority for all the work of the Trust. This is largely exercised through strategic planning and the setting of policy. It is managed through business planning, monitoring of budgets, performance management, the setting of standards and the implementation of quality management processes. The Directors have the power to direct change where required. The Directors have a duty to act in the fulfilment of the Trust's charitable objects, as set out in its Articles of Association. Directors are appointed by the Catholic Bishop of Portsmouth.
DIRECTORS ARE ACCOUNTABLE TO THE MEMBERS
Governors / Local Governing Body
The number of people who shall sit on a Local Governing Body (the “LGB”) shall be not less than three but, unless otherwise determined by the Directors, shall not be subject to any maximum. The number of Governors that will be appointed in schools, under the direction of the Catholic Diocese of Portsmouth is as follows:
5 Foundation Governors
1 Parent Governor
1 Staff Governor
1 Headteacher Governor (Optional)
All local governing bodies (LGBs) will be working towards this model over the course of the next two years. Local Governing Bodies are welcome to have more Governors if they wish in any appropriate category.
GOVERNORS ARE ACCOUNTABLE TO THE DIRECTORS
The Clerk to the Directors
The Clerk shall be appointed by the Directors for such term as they may think fit; and any Clerk appointed may be removed by them. The Clerk shall not be a Director.
Clerk to the Local Governing Body
The Clerk shall be appointed by the Governors for such term as they may think fit; and any Clerk appointed may be removed by them. The Clerk shall not be a Governor.
Chief Executive Officer
The Chief Executive Officer CEO works across all the schools in the trust working closely with the heads of school to ensure the highest standards for pupil outcomes and to ensure that policy is effectively implemented.
THE CHIEF EXECUTIVE OFFICER IS ACCOUNTABLE TO THE DIRECTORS OF THE MTCAT BOARD
Headteacher / Head of School
The Headteacher / Head of School works with the Chief Executive Officer to ensure the highest standards for pupil outcomes and to ensure that policy is effectively implemented in their school.
THE HEAD TEACHER / HEAD OF SCHOOL IS ACCOUNTABLE TO THE CEO AND GOVERNORS OF THE LOCAL GOVERNING BODY OF THEIR SCHOOL.
Delegated Powers
Subject to Article 93, the Scheme of Delegation and in accordance with the provisions of the Companies Act 2006, the Articles and to any directions given by special resolution, the business of the Academy Trust shall be managed by the Directors who may exercise all the powers of the Academy Trust. No alteration of the Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. Except as provided for in the Scheme of Delegation, the powers given by way of the Scheme of Delegation shall not be limited by any special power given to the Directors by the Article or the Local Governing Body by way of this scheme of delegation and a meeting of Directors at which a quorum is present may exercise all the powers so delegated.
Except as provided for in the Scheme of Delegation, in addition to all powers hereby expressly conferred upon them and without detracting from the generality of their powers under the Articles, the Directors shall have the following powers, namely:
a) to expend the funds of the Academy Trust in such manner as they shall consider most beneficial for the achievement of the Objects and to invest in the name of the Academy Trust such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the Objects; and
b) to enter into contracts on behalf of the Academy Trust.
In the exercise of their powers and functions, the Directors may consider any advice given by the Chief Executive Officer.
Any bank account in which any money of the Mother Teresa Catholic Academy Trust is deposited shall be operated by the Directors in the name of the Academy Trust. All cheques and orders for the payment of money from such accounts shall be signed by at least two signatories authorised by the Directors. Local Governing Bodies will have delegated bank accounts. All cheques and orders for the payment of money from such accounts shall be signed by at least two signatories authorised by the Governors with Directors approval.
Conflicts of Interest
Any Director or Governor who has or can have any direct or indirect duty or personal interest (including but not limited to any Personal Financial Interest) which conflicts or may conflict with their duties as a Director or member of the Local Governing Body shall disclose that fact to the Directors or Local Governing Body as soon as they become aware of it. A person must absent themselves from any discussions of the Director or Local Governing Body in which it is possible that a conflict will arise between their duty to act solely in the interests of the Trust and/or School and any duty or personal interest (including but not limited to any Personal Financial Interest).
For the purpose of Article 97, a person has a Personal Financial Interest if he/she is in the employment of the Trust or is in receipt of remuneration or the provision of any other benefit directly from the Trust or in some other way is linked to the Trust or the School.
In any conflict between any provision of the Scheme of Delegation and the Articles, the Articles shall prevail.
Any disagreement between the members of the Local Governing Body and the schools (or any subcommittee of the Local Governing Body) shall be referred to the Directors and/or the Chief Executive Officer for their determination subject to the Scheme of Delegations.
There is potential for a conflict between a person’s duty as a Governor to their respective School and their duty as a Director to the Trust. Directors must ensure they consider and promote the needs of each individual schools for the benefit of the Trust and not simply focus on achieving the best outcome for their own school.
Annual Review
The Scheme of Delegation shall operate from the ‘Effective Date’ in respect of each named School.
The Directors will have the absolute discretion to review this Scheme of Delegation at least on an annual basis and to alter any provisions of it.
In considering any material changes to this Scheme of Delegation or any framework on which the following is based, the Directors will have regard to and give due consideration of any views of the Local Governing Bodies.
Board of Directors
The Board of Directors shall meet at least six times in every school year. Meetings of the Board of the Directors shall be convened by the Clerk to the Board of Directors, and paperwork provided to all Directors at least 10 working days in advance of the meeting.
The Board of Directors will undertake the duties of the Audit Committee for the Trust as appropriate.
The minutes of the proceedings for a meeting of the Directors shall be drawn up and kept for the purpose by the person acting as Clerk for the purposes of the meeting; and shall be signed (subject to the approval of the Directors) at the same or next subsequent meeting by the person acting as Chair thereof.
Reservation and Delegation of Powers
The Directors, having overall responsibility and ultimate decision-making authority for all the work of the Trust, including the establishing and running of schools, may exercise for themselves functions and powers delegated to the Local Governing Body under the Scheme of Delegation in accordance with the provisions of Appendix 1 in the event of one of the following circumstances occurring:
- a School is judged “Inadequate” following an Ofsted inspection;
- a School is judged “Requires Improvement” following an Ofsted inspection;
- in the absolute discretion of the Trustees, a School is deemed not to be acting in accordance with the Scheme of Delegation or is otherwise not acting in accordance with the Vision and Values of the Trust.
The Directors may delegate any of their powers or functions (including the power to sub-delegate) to any Director, Committee (including any Local Governing Body), or the Chief Executive Officer. Any such delegation shall be made in writing and subject to any conditions the Directors may impose, and may be revoked or altered.
Subject to the Articles, the Directors:
- will appoint committees to be known as Local Governing Bodies for each School
- may establish any other committee.
A Director, committee (including any Local Governing Body) or the Chief Executive Officer to whom a power or function of the Director is delegated under Article 105 may further sub-delegate those powers or functions (or any of them) to a further person.
Where any power or function of the Director is sub-delegated by any person to whom it has been delegated, that person must inform the Directors as soon as reasonably practicable which powers and functions have been further delegated and to whom, and any such sub-delegation shall be made subject to any conditions the Directors may impose, and may be revoked or altered by the Directors.
The Directors may delegate such powers and functions as they consider are required by the Chief Executive Officer and the Headteacher/ Head of School of Schools for the internal organisation, management and control of the Schools.
Subject to the Scheme of Delegation, the Local Governing Body may establish any subcommittee with the Directors approval. The membership of any subcommittee may include persons who do not also serve on the Local Governing Body, provided that a majority of the members of any such subcommittee shall be members of the Local Governing Body or Directors.
Subject to the Articles, the terms of reference, membership and proceedings of any committee shall be determined by the Directors. The establishment, terms of reference and membership of any committee of the Directors shall be reviewed annually.
Directors’ Discretion
The Directors may override provisions relating to delegation to the Local Governing Body contained in this Scheme where, in their absolute discretion, they deem it necessary for the efficient operation of the School or the Trust.
If the Directors decide to exercise their power under this Article 93 the Chair of Directors and the Chief Executive Officer l shall be authorised to exercise this right.
MTCAT Board Includes the Role of the Finance Committee
The Committee is required to fulfil its responsibilities as set out in these Terms of Reference in line with the Academies Financial Handbook, the Trust’s Financial Regulations and in compliance with the Funding Agreement with the Secretary of State of Education.
To ensure sound management of the Trust’s finances and resources, including proper planning, monitoring, probity and value for money.
To demonstrate to the public that the pay of senior staff is set by a committee which has no personal interest in the outcome of its decision and which gives due regard to the interests of the public and of the financial health of the Trust.
The Board including the Finance Committee will meet six times in each academic year. The Chair or any two members may call a meeting. The Committee will consist of six Directors and meet as part of the Full Directors meeting.
The Chief Executive Officer will be an ‘ex officio’ member of the Finance Committee.
The Chair of the MTCAT Board including Finance Committee will be appointed by the Board and will not be the Chief Executive Officer. If the Chair is absent from a meeting, the members shall choose another Director to act as chair for that meeting.
The Board including Finance Committee will be quorate if at least three members (or at least one third if greater) of those members eligible to vote are present. Decisions to be made at meetings of the Committee shall be determined by a majority of votes of members present and voting. Where there is an equal division of votes the Chair shall have a second or casting vote.
MTCAT’s Chief Finance Officer and other members of the Trust’s staff may be invited to attend, but will have no voting rights.
The meeting agenda is fixed for each meeting with additions being allowed if required, agreed in advance by the Chair of Board including the Finance Committee. Papers will be circulated to members and attendees at least 5 working days in advance of the meeting.
The Clerk to the Board (or appointed deputy) shall be the Clerk to the Committee. However, the Clerk can be required to withdraw from that part of any meeting at the instruction of the Committee. In these circumstances, one of the Committee members will act as a temporary Clerk to minute the proceedings of the Committee or a deputy may attend.
Minutes of meetings will be taken and included as part of the full MTCAT Board meetings.
The Board which includes Finance Committee will self-assess its performance against these Terms of Reference on an annual basis and will also review the Terms of Reference, agreeing any proposed changes.
Local Governing Body (“LGB”)
The Local Governing Body shall be responsible for ensuring that the Schools are conducted in accordance with their own individual vision and mission statements.
At all times, the Directors and the Local Governing Body shall ensure that the School is conducted in accordance with the object of the Trust, and any agreement entered into with the Secretary of State for the funding of the School.
The Local Governing Body shall comply with the obligations set out in the Appendix 1 which deals with the day to day operation of the Local Governing Body.
The Local Governing Body will adopt and will comply with all policies of the Directors communicated to the Local Governing Body.
The Directors and all members of the Local Governing Bodies have a duty to act independently and not as agents of those who may have appointed them and will act with integrity, objectivity and honesty in the best interests of the Trust and the respective School and shall be open about decisions and be prepared to justify those decisions except in so far as any matter may be considered confidential.
In accordance with the Scheme of Delegation, the Local Governing Body will review its policies and practices on a regular basis, having regard to recommendations made by the Directors from time to time, in order to ensure that the governance of the School is best able to adapt to the changing political and legal environment.
The Local Governing Body shall provide such data and information regarding the business of the School and the pupils attending the School as the Directors may require from time to time.
The Local Governing Body shall work closely with and shall promptly implement any advice or recommendations made by the Directors in the event that intervention is either threatened or is carried out by the Secretary of State and the Directors expressly reserve the unfettered right to review or remove any power or responsibility conferred on the Local Governing Body under the Scheme of Delegation in such circumstances.
The Directors may ask staff, (in negotiation with the relevant Headteacher / Head of School and the individual concerned) to work in other areas of the Trust than their current employment, on tasks and activities which are commensurate with their skills and experience. This is intended to provide career and professional development opportunities for staff.
Subject to this Scheme of Delegation, the Local Governing Body may regulate its proceedings as the members of the Local Governing Body think fit.
The Local Governing Body shall meet at least three times in every school year. Meetings of the Local Governing Body shall be convened by the Clerk to the Local Governing Body, and paperwork provided to all Governors at least 5 working days in advance of the meeting.
The minutes of the proceedings for a meeting of the Local Governing Body shall be drawn up and kept for the purpose by the person acting as Clerk for the purposes of the meeting; and shall be signed (subject to the approval of the LGB) at the same or next subsequent meeting by the person acting as Chairman thereof.
Subject to Article 117 regarding Directors, the quorum for a meeting of the Local Governing Body, and any vote on any matter thereat, shall be any three of the members of the Local Governing Body, or, where greater, any one third (rounded up to a whole number) of the total number of persons holding office on the Local Governing Body at the date of the meeting.
The Chair shall ensure that copies of minutes of all meetings of the Local Governing Body shall be provided to the Directors on request.
Indemnity
Subject to the provisions of the Companies Act 2006 every member of the Board of Directors and/or Local Governing Body or other officer or auditor of the Trust acting in relation to the Academy shall be indemnified out of the assets of the Trust against any liability incurred by them in that capacity in defending any proceedings, whether civil or criminal, in which judgment is given in favour or in which they are acquitted or in connection with any application in which relief is granted to them by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Trust.
GDPR
The trust is the legal entity responsible for the processing of personal data and compliance with data protection law in all its academies, provided that the academies do not have any legal status separate from that of the trust.
Financial Delegation
The day to day management and financial management of the schools is the responsibility of the Headteacher / Head of School. Headteachers / Head of School have delegated responsibility up to an agreed limit and this will be reviewed annually. With effect from 2024/25 this will be £10,000 for primary Schools and £25,000 for secondary schools. Any amount over this must be authorised by the chair of the Local Governing Body in consultation with MTCAT, (delegated to CEO and CFO up to £25,000.) The MTCAT Board maintains overall responsibility for finance. The Chair of each LGB will be the appointed Finance contact and will be responsible to report to the LGB on individual school finances.
Term Dates
Decisions regarding term dates is delegated to the Local Governing Bodies but will be reviewed by the MTCAT Board.
Background Documentation
This document is a statement of the Terms of reference and the Scheme of Delegation of Mother Teresa Catholic Academy Trust. It was developed by the Trust Directors in consultation with the Staff, Headteachers, within the Trust.
Appendix 1 – SCHEME OF DELEGATION
SCHEME OF DELEGATION RESPONSIBILITY KEY:
|
Key |
|
Blue box Function cannot be legally carried out at this level. |
A Provide advice and support to those accountable for decision making <> Direction of advice and support |