The Effective Board
Mar 31, 2015
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