24 The governance structure diagram could be viewed as hierarchical but the Trust Board would prefer to view itself as sitting behind the Local Governing Bodies (LGBs). Trustees have chosen to appoint Local Governing Bodies (LGBs) as part of its structure of committees, as these are at the frontline of detailed information about how their schools are performing. It has chosen to opt for parental representation of the Trust at this local level, from within the community the school serves. As a result, the Trust Board recognises and appreciates the strategic leadership input of local governors who oversee delivery of the Trust’s vision and strategic plan priorities to make a positive impact on children, their families, and local communities. Members The role of Members is to act as the guardians of the Trust’s constitution (Articles of Association). Every academy trust has Members who have a similar role to shareholders of a company (but to clarify, there are no shares in an academy trust) and the Oxford Diocesan Board of Education (ODBE) is a Corporate Member of the Trust. In addition to attending the Annual General Meeting, Members are made aware of any key factors affecting the Trust and its educational and financial performance. Members: 1. Are the subscribers to the memorandum of association (if they signed the legal documents to open the Trust). 2. May amend the Articles of Association subject to any restrictions created by the funding agreement or charity law. 3. May, by special resolution, appoint new Members or remove existing Members other than, where there is one, the foundation/sponsor body and any Members it has appointed. 4. Have powers to appoint/remove Trustees as set out in the Trust’s Articles of Association and powers under the Companies Act 2006. 5. May, by special resolution, issue direction to the Trustees to take a specific action. 6. Appoint the Trust’s external auditors and receive (but do not sign) the audited annual report and accounts (subject to the Companies Act). 7. Have power to change the company’s name and, ultimately, wind it up. Board of Trustees (can also be referred to as Directors as MATs are also companies). The Trustees are both charity trustees and company directors and must comply with the Trust’s charitable objects, with company and charity law and with their contractual obligations under their funding agreement with the Secretary of State. The Members appoint the majority of Trustees. The Diocesan Director of Education and the Chief Executive Officer (CEO) are ex-officio Trustees. The Trust Board may appoint co-opted Trustees for their skills, knowledge and experience. Trustees shall, for each school year, elect a chair and vice- chair from among their number. The Trust Board is ultimately accountable to the DfE for the quality and effectiveness of its educational and financial performance, governance and ensuring compliance with statutory duties and regulatory requirements. The Trust Board has appointed the Head of Governance as the Company Secretary and has access to its own legal and other specialist advisors. The Trust Board is collectively responsible for fulfilling three core functions: 1. Ensuring clarity of vision, ethos, and strategic direction. 2. Holding executive leaders to account for the educational performance of the organisation and its pupils, and the performance management of staff. 3. Overseeing and ensuring effective financial performance.
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