Governance

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  • Created by: Rehgallab
  • Created on: 16-06-22 09:09
What are Trustee and Members equivalent to in companies?
Directors and Guarantors
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Can faith schools join a MAT?
Catholic schools can join a catholic MAT

CofE schools can join any MAT so long as it fits governance structure
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What are the Governance requirements for CofE schools?
VC - 25% fnd trustees
VA - 75% fnd trustees
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What are umbrella Trusts?
individual SATs with an over arching charitable company

allows collaberation and provides freedom for ethos

Not good because inconsistent collaberation and governance. DfE prefer MATs now
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What are studio schools?
Small vocational schools running work days backed by businesses
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What is a free schools?
Academy set up for demand.

all new schools are free schools now
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What is a UTC?
University Technical College

A Uni/employers are sponsors, pupils are taught courses along side GCSEs
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What is included in the memorandum?
- Trust name
- 3 subscribers (people or corporate) - members!
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What does the AOA say about number of Trustees?
Minimum 3, need to justify less that 6
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What does the AOA say are the powers of Trustees?
- exercise powers of the Trust
- Expend funds of the Trust
- Enter into contracts on behalf of the Trust
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What must Trustees do?
disclose conflicts of interest
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What should be done with minutes?
Kept in a minute book, signed by Chair, managed by Clerk
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What things are the TB able to do?
- constitute committees and delegate (must be written and must report back)
- appoint CEO/Principal
- Hold TB meetings
- appoint patrons/honorary officers (associates)
- Authority to use The Seal
- Annual Reports and Accounts
- Annual return
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What is the quorum for TB meetings?
3 or 1/3 of Trustees (greatest)

Not quorate and meeting should be closed 'forthwith' and a new date arranged.
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Where should the annual return/confirmation statement be filed?
With Companies House
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How are Trustees to be notified of meetings?
In writing/electronic (except call for members meeting)
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What is indemnity?
Trustees entitiled to be indemnified against liability from court actions

- compensated for losses if doing job correctly
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Which takes priority - Law, DfE, AOA?
1. Law
2. AOA
3. DfE

But DfE can act quicker and withdraw £

Law/AOA clash = void because Law requires Trustees to act in powers in accordance to AOA.
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How does a TB make changes to AOA?
Apply to ESFA with a business case, requires a special members resolution (75%)
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Why is it not compulsory to update AOA?
- Political (Harris)
- Workload (3000+ Trusts)
- Expensive
- Sometimes small updates
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Outline the stages of becoming an academy pt. 1
1. Pre-application - GB approval, Informal TUPE
2. Apply - submit and notify LA
3. Set up/Join - Set up TB/LGBS, academy order granted, receive funding allocation pack, sort conversion support grant
4. Transfer to TB - land/pensions/contracts, DfE approva
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Outline the stages of becoming an academy pt. 2
5. Prep opening - Constitution/Funding agreement, open bank (tell ESFA), DBS, GIAS, Appoint auditors, notify exams
6. Open - ESFA welcome & £, financial returns to ESFA, submit support grant certificate, publish funding agreement, building and land eval i
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How to schools start a new MAT?
Each school applied individually for approval to ESFA
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How does a federation join a MAT?
the Federation must have 50% approval from Governors to apply to convert
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What does the company status mean for Trusts?
- it can enter into contracts and be sued
- members and directors are protected, only have limited legal liability (unless fraud/negligence)
- Members/Trustees personal assets are protected
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What is an Academy Trust?
Charitable Company limited by guarantee.
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What does the Governance Handbook say about seperation of powers?
The most robust structures have significant separation of roles
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What does AFH say about members on TB?
It reduces objectivity
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What restrictions are in place for Members?
- Can't benefit from Trust (non-trustee can 'at cost' over £2500, over £20k pre approval, Inform ESFA RPT)
- Can bring derivative action against Trustees (for negligence, breach of duty, default/fail to do legally obligated act) - VERY RARE
- Publish decl
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How/when do you cease to be a member?
- AOA shows how to remove
- Auto - Death/too ill/insolvent
- must be removed by those who appointed
- 75% special resolution
- must be in interests of Trust
- Resignation - in writing and immediate
- Refuse DBS = terminated
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How to Members act as guarantors?
- offer max £10 guarantee if Trust goes under
- Step in if Governance if failing (no training, limited power)
- Fiduciary duties to Trust (legal ethically look after Trusts finances)
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Can the TB Chair be a member?
Under old AOA but discouraged now and not in new AOA.
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How are members appointed?
- First members are memorandum subscribers
- Minimum 3 but 5 ideal (avoid unamity & more diverse)
- If 3 - can't leave without replacement
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What are Members responsibilities? pt 1.
- Remove/Replace Trustees for effective Governance
- Control constitution (ESFA approval needed)
- Receive AOA & Memorandum
- Receive AGM notice, written resolutions, audited annual accounts/report
- attend, speak and vote at AGM (& proxy)
- appoint audit
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What are Members responsibilities? pt 2.
- Amend AOA, name of Trust or close trust
- require a discussion/vote
- take directors to court
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Explain how Trustees have a tripartite role?
1. SIP
2. Charity Law
3. Company Law
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What do Trustees do?
Control and manage the administration of the Trust
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What are the rules around Trustee appointments?
- Outlined in AOA
- Maximum 1/3 staff
- 4 Year term of office
- re-elected/appointed (NGA - 2 terms)

"necessary skills and not too big"
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How are different categories of Trustee appointed?
- Member appointed
- Sponsor/FDN appointed
- Parents
(SAT x 2 elected, AOA may allow appointment)
(MAT x 2 on LGB, TB can appoint if election not possible)
- Co-opted (TB appointed)
- CEO (members appoint)
- Staff (elected/none)
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What is the eligibility criteria to be a Trustee?
- 18+
- not current student
- not in disqualification period
- not bankrupt
- not Trust auditors
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What are the duties of Trustees?
- act within powers in line with AOA
- Promote Trust success
- independent judgement
- exercise skill, care and diligence
- avoid conflict of interests
- reject third party influence
- declare interests
- fiduciary duty
- 'Proper stewardship of Trust fund
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What does AFH mean by 'proper stewardship of Trust funds'?
- exercise reasonable discretion
- Ensure value for money, regularity, propriety on all transactions/decisions
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When are Trustees Liable?
Insurance doesn't cover negligence, default or breach if:

- known act/omission in breach with reckless disregard
- the cost of unsuccessful criminal defence against Trustees
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What is Trustees are found to have been fraudulent?
- 10 years
- disqualified as company director for 15 years
- fined
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What if the Trust fail to file with companies house?
Criminal offense + fined
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When do Trustees cease term of office?
- NGA recommend 2 terms
- resignation (must have 3 Trustees)
- AOA - removal by person who appointed or by 'ordinary members resolution'
- Trustees can remove after 6 months of absence
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What is the process if the TB/members want to remove a Trustee?
- Clerk must be given written notice + formal process followed

Seek legal/company sec advice
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What is a de facto Trustee?
- When someone acts as a director but isn't
- When TB tries to appoint associate members (not permissible in Trusts)
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What is a Shadow director?
Someone with significant influence on TB beyond their professional capacity.
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Who can be a shadow director?
A person or organisation
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What does the companies act say a shadow director is?
Someone whose directions directors are accustomed to usually act on
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What does the AFH say about shadow/defacto directors?
They must not happen
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Why shouldn't there be shadow directors/de facto directors?
It makes both the individual and Trust vulnerable. Individual is vulnerable for personal liability as not covered by Trust liability.
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When are Trustees disqualified?
- Bankrupt
- Subject to disqualification order
- Removed as Charity Trustee for mismanagement
- Committed criminal offense
- Not provide DBS
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When does a Trustee cease to hold office?
- incapable due to illness or injury
- ceased to be Trustee by virtue
- disqualified from acting as Trustee by virtue
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What is the role of TB?
- 3 core functions
- employer
- Premises controller
- financial responsibilities
- admission authority
- appellant body
- operate in company law
- data controller
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Can Trustees have time off for the role?
No legal right to time off for the role
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What is important about TB resolutions?
They are binding decision that all must follow.

No individuals vote should be known or recorded.
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What is the role of TB chair?
- set standard for governance
- manages TB
- TB can delegate powers to act in emergency (must report)
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How is a chair appointed?
Annually elected
Can recruit if no suitable candidates
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Who can/can't be TB Chair?
Trust employees must not be chairs
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How are Chairs removed?
By TB resolution
- 2 meetings, 14 days apart, item at both
- proposed at first meeting
- reason at second meeting, confirmed, Chair allowed to comment.
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What is an LAAP?
Local Authority Associated Persons

AOA - anyone associated to LA
Housing act - someone with LA with ££ influence in Trust

NOT POSSIBLE
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How many LAAPs can be on TB?
no more than 19.9%

must resign immediately if exceed that amount.
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Are LGBS subject to charity and company law?
Not directly.
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Can Local governors receive £?
charity law not applicable so technically could but Handbook 'consider Trusts interests'
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Can Trustees attend the AGM?
Yes so members can ask questions
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Discuss how members can direct trustees by special resolution
- 75% approval request discussion/vote
- no guidance on limit of the power
- no sanctions against members for TB
- could clash and ask something TB think is not in Trust interests (Trustees are legally duty bound)
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Can the CEO be a Trustee?
Yes.

NGA - conflict of interest.

Can be managed ie. closed section of meeting without CEO.
need strong trustees
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What are the 4 clerking competencies?
1. advice and guidance
2. understanding governance
3. administration
4. people and relationships
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What does the AFH say about appointing a clerk?
Clerk must be appointed, not a Trustee, Principal or CEO
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What is procedure if a Clerk can't make a TB meeting?
TB can appoint a Trustee to take minutes - they can still take part.
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What is the role of a Company secretary?
- Chief Administrator of Trust, Registered with companies house
- Advise on legal/regs, Finance & Accounting, risk management, develop strategic planning
- Maintain Companies House & registers
- TB meetings
- support with annual accounts and report
- comp
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What is the danger for clerks undertaking company secretary duties?
Become an 'officer by default' and not protected

Clerk isn't being remunerated properly and lacks status
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What is the TB responisbilities for Company Secretary role?
To ensure the person is adequately trained
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What documents can the company secretary sign?
most of companies house
signatory on doc needing x2 'officer of trust'
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What are the statutory registers Trusts must have?
Register of secretaries
Register of members
Register of Directors
Register of PSC
Register of Gifts, Hospitality and Entertainments
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Which of the statutory registers are kept by Companies House?
members
directors
secretaries
PSC
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Where must registers be kept?
- in registered office
- up to date
- written/electronic/printed
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What if Trust fails to maintain registers?
Criminal offense - Company and Officers fined
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How long should the statutory registers be kept?
the lifetime of the company
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What details should be included in the Members register?
- Name & address
- date registered as member
- date ceased as member

! members must given written consent to being a member and sign the register (AOA)
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What details should be included in the Directors register for an individual?
- Name/former names
- service address (Trust office)
- Country of residence
- nationality
- business occupation
- DOB
- resignation dates
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What details should be included in the Directors register for an organisation?
- Company name
- registered principle office
- info on legal form and registration details of company
- resignation dates
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Who can see the register of directors?
Members of the company (free)

Anyone (charge)
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What should be included in the Secretaries register?
Individual:
- Name/ former name
- Address

Company:
- Name, registered office
- info on legal form and registration details

Good idea to include appointment dates ( for annual report!)
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Do Trustees have to disclose their residential address for the register?
Yes to the Trust but it can be kept confidential.
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What is a PSC?
Person of Significant Control
- holds over 25% of AGM voting rights
- right to appoint majority Trustees
- actually or have right to exercise significant influence/control over Trust
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What should be included in the PSC register?
- Name
- Nationality
- country of residence
- service address
- date started as PSC
- condition they are PSC

Not Public:
- DOB & residential address
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What confirmations should be done regarding PSCs?
- Companies House notified of update in register in 14 days
- PSC info confirmed in Annual Confirmation Statement to Companies House
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Who can be a PSC?
Dominant Chair or CEO
Members (if only 3 they hold over 25%!)
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Where does it say Trusts must have a gift, hospitality and entertainments policy and register?
AFH
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What is the non-statutory register Trusts should have?
Register of interests
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What is the purpose of the register of interests?
AFH - "capture relevant business interests" of Trustees/members/exec/LGBS
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What kinds of interests should be registered?
- Close family/relationships connected to Trust
- Directorship/partnership/employments with businesses
- Trustee/Governor elsewhere
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What should be included in the register?
- Name of business
- Nature of Business
- Nature of interest
- Date it began
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Where should Interests be stored?
Published on websites
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What registers can members view for free?
- members
- directors
- secretaries
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What is the process for a request for someone to see a register?
- 2 days notice if AGM notice or written resolution is circulated
- 10 days viewing on a day chosen by Trust
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What is the function of Companies house?
1. To incorporate and dissolve companies
2. Examine and store company info
3. make information available to publish
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What powers does companies house have?
Can remove a company from the register
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How soon should Trusts notify Companies House of changes?
14 Days
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What does Companies Act say about filing reports?
Companies must file annual reports/accounts at the end of each financial year
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What determines a companies first filing date?
The incorporation date.

Accounts can be prepped for 12 months + and delivered to Companies House within 21 months of date of incorporation.

OR

3 months from accounting reference date (whichever is longest)
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What is an ARD?
Accounting Reference Date - the end of a companies financial year
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What information at Companies House is not public record?
- Trustee addresses
- documents supporting proposal to use certain words/expressions in company name
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What information at Companies House is public record?
- company name
- registered number
- nature of business
- registered address
- name and service address of directors
- accounting reference date
- date last accounts were done and next due
- date confirmation statement was last done and next due
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What changes do Companies House need notifying of?
- registered office
- notification of single alternative inspection location
- appointment of Trustee
- resignation/expiration of Trustee
- change in Trustee details
- change of secretary
- change in AOA

- copy of members written resolutions in 15 days.
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What is the annual confirmation statement?
Submitted annually to Companies House in 14 days of 'end of each review period'

1. 12 months after incorporation
2. every 12 months starting day after end of previous review period
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Who is responsible for the Annual confirmation statement timing?
Trustees/Company Secretary
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What does the Annual Confirmation Statement include?
- Trust name
- Registration number
- Date of confirmation statement
- SICC (standard industrial classification code) - multiple for MATS
- business of the company/ type of company
- registered office
- single alternative location
- company secretary/ Trus
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What is a SAIL?
Single Alternative Inspection Location

- Somewhere else that holds data for company

- can only have 1
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What SAIL details must be provided?
- Company name & number
- SAIL address
- notification if moving records
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What is the purpose of the AGM?
- present annual report and accounts to members
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How regular should AGMs be?
15 months between AGM (18 months after incorporation)
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Who can call an AGM?
Trustees or members with 50% of vote

- must be dealt with in 21 days and set within 28 days
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What if an AGM is failed to be held?
Members with 50% of vote can call another AGM in 3 months
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How much notice is needed for an AGM?
14 days

shorter if 90% of voters agree
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Who receives the AGM notice and what is in it?
Members, Trustees, Auditors

- formal notice, agenda, details, how to send proxy vote
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What is quorum for AGM?
2 members (AOA)
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What if the AGM isn't quorate?
Not quorate in 30 mins of start time postponed exactly 1 week or Trustees set new date
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Who elects the Chair of AGM?
New AOA - Members

Old AOA - TB chair
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Can Trustees attend an AGM?
Yes but no vote
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What are ordinary resolutions?
Require 50% + 1

ie. removing a director
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What is a special resolution?
Needs 75% (can be proxy)

ie. constitution or future of Trust
AOA, Name, resolution required by AOA, Appointing memebers
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What should be done with special resolutions?
Sent to Companies House in 15 days!
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When can members not vote?
If they owe the Trust money
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How are votes taken at AGM?
1. Show of hands

2. poll before or on decision
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Who can ask for a poll?
- Chair
- 2 members with a vote
- members representing 1/10 of total voting rights
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How soon should a poll be conducted?
- 30 days (Max) after requested

- Poll on election of Chair or meeting adjournment is immediate
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How do you appoint a proxy?
Submit a signed formal document in accordance with AOA
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How often should Trustees meet?
AOA - as they see fit

AFH - often enough for duties and effective finance/Governance

minimum 3 a year

Less than 6 justify effective financial oversight in Annual Governance Statement
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Who convenes the TB?
Clerk - 3 Trustees can request clerk calls meeting
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When should Trustees receive papers?
7 days notice

Old AOA - 14 days

not sent in time = invalid decisions
Trustees didn't see = fine
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When can a TB meeting be called a short notice?
If Chair/Vice Chair has urgent business
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What if a TB want to reverse a previous decision?
Must be a specified item on the agenda
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Who attends TB meetings?
- Trustees only
- CEO/CFO/Staff invited for info
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How should meetings be run?
- assume papers read and person responsible comments

- chair formally propose resolutions and summary decisions/declare if passed or defeated
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What is TB quorum?
3 or 1/3 (biggest)
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What is quorum drops in the meeting?
'terminate meeting forthwidth'
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What is there is unfinished business on the agenda?
Clerk can call another meeting within 7 days
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Can a meeting be held with below quorum?
Yes but Trustees can only
- act to fill vacancies
- call AGM
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How many are needed for a meeting to remove chair or trustee?
2/3
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how are TB votes done?
- show of hands/secret ballot
- chair casting vote
- vote is binding for all
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What are conflicts of interests/loyalties?
- direct & indirect
- pecuniary - £
- Non-pecuniary

Trustees are excluded from discussions and decisions
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What should the TB decide if a Trustee had a conflict of loyalties?
- full participate
- Stay but don't participate
- withdraw
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How much notice is needed to attend TB via video/telephone conference?
must be requested in 48 hours of meeting

if failed despite 'reasonable efforts/tech' then carry on as per usual
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Who can terminate a meeting?
- Clerk for quoracy
- Trustees can resolve to terminate a meeting forthwith
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Who can use written resolutions?
TB, LGB is in SOD
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What are the requirments for written normal and special resolutions?
50% +1

75%
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Trustees MUST circulate members resolutions and statements when...
requested by 5% of members
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Is a Trustees written resolution unanimous?
Yes

You can gather signatures across multiple copies of documents
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Who must sign a written resolution?
All Trustees

OR

required members
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What is the cut off for signing the resolution?
28 days after circulation
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What are written resolutions not allowed for?
Removal of Trustees or auditors
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Where must written resolutions be sent?
To companies house in 15 days
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What meetings must be minutes?
Companies Act - AGM and all directors meetings
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how long should minutes be kept?
Companies Act - 10 years
Charities commission - lifetime
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What does the AFH say about committess?
If turn over is £50 million + then must have a separate audit committee
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What should the membership of TB committees look like?
Majority Trustees
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Are LGBs required?
Only under old AOA
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What do the Audit committee do?
Direct Trust internal scrutiny and adequate finance & risk controls
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Who can't be on the audit committee?
Staff
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What must the audit committee agree?
A programme of works to assure finance and risk controls
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What does the programme of works for finance and risk controls inform?
Governance Statement in annual report
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what does the AOA say about delegated power?
Must be reported back on immediately.
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Can faith schools join a MAT?

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CofE schools can join any MAT so long as it fits governance structure

Card 3

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What are the Governance requirements for CofE schools?

Back

Preview of the front of card 3

Card 4

Front

What are umbrella Trusts?

Back

Preview of the front of card 4

Card 5

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