OUTSTANDING GOVERNANCE
David Marriott
GOVERNING BODIES ARE THE PROBLEM…
 "If local democracy had
worked, if local
governing bodies had
worked in the most
challenging schools and
for the most
disadvantaged children,
we would never have
needed academies"
 "Of ten governing bodies
are the problem,
actually“
 Sir Michael Wilshaw
 H e a d o f M o s s b o u r n e a c a d e my,
H a c k n ey
 N e w H M C I ( H e a d o f O f s te d )
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MAKING A DIFFERENCE
 “The new theology of the Coalition government is autonomy
and choice…Governors are more important in a more
autonomous system. Their ability to challenge and lead is
the key.”
 Sue Hackman
 Chief Adviser for School Standards, DfE
 1 3 .1 0 .2 01 1
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SPOT THE CONNECTION 1
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SPOT THE CONNECTION 2
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SPOT THE CONNECTION 3
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EG: RBS
 Lord Turner, chairman of the FSA said there was a seventh
factor in the bank's collapse - the "underlying deficiencies in
RBS management, governance and culture which made it
prone to make poor decisions".
 "a pattern of decisions that may reasonably be considered
poor, at the time or with hindsight, suggests the probability of
underlying deficiencies in: a bank's management capabilities
and style; governance arrangements; checks and balances;
mechanisms for oversight and challenge; and in its culture,
particularly its attitude to the balance between risk and
growth."
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CORPORATE GOVERNANCE ISSUES
 “Corporate governance has been gaining more predominance
around the world over the last decade. However the last year
or so…has seen an unprecedented interest in some of the
areas that are central to corporate governance: executive
remuneration; boards of directors, independent non -executive
directors; internal controls and risk management; the role of
shareholders.”
 Chris Mallin
 Fe b 2 0 0 9
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PRINCIPLES OF CORPORATE
GOVERNANCE
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Rights and equitable treatment of shareholders
Interests of other stakeholders
Role and responsibilities of the board
Integrity and ethical behaviour
Disclosure and transparency
 Source: the Sarbanes-Oxley Act, an attempt by the federal
government in the United States to legislate several of the
principals recommended in earlier Cadbury and OECD reports
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THE UK CORPORATE GOVERNANCE CODE
 published by the Financial Reporting Council in June 2010
 The main principles of the code

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A: Leadership
B: Ef fectiveness
C: Accountability
D: Remuneration
E: Relations with Shareholders
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LEADERSHIP
 Every company should be headed by an ef fective board which
is collectively responsible for the long -term success of the
company.
 There should be a clear division of responsibilities at the head
of the company between the running of the board and the
executive responsibility for the running of the company’s
business. No one individual should have unfettered powers of
decision.
 The chairman is responsible for leadership of the board and
ensuring its ef fectiveness on all aspects of its role.
 As part of their role as members of a unitary board, non executive directors should constructively challenge and help
develop proposals on strategy.
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EFFECTIVENESS
 The board and its committees should have the appropriate balance of
skills, experience, independence and knowledge of the company to
enable them to discharge their respective duties and responsibilities
ef fectively.
 There should be a formal, rigorous and transparent procedure for the
appointment of new directors to the board.
 All directors should be able to allocate suf ficient time to the company
to discharge their responsibilities ef fectively.
 All directors should receive induction on joining the board and should
regularly update and refresh their skills and knowledge.
 The board should be supplied in a timely manner with information in a
form and of a quality appropriate to enable it to discharge its duties.
 The board should under take a formal and rigorous annual evaluation of
its own per formance and that of its committees and individual
directors.
 All directors should be submitted for re -election at regular inter vals,
subject to continued satisfactor y per formance.
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ACCOUNTABILIT Y
 The board should present a balanced and understandable
assessment of the company’s position and prospects.
 The board is responsible for determining the nature and
extent of the significant risks it is willing to take in achieving
its strategic objectives. The board should maintain sound risk
management and internal control systems.
 The board should establish formal and transparent
arrangements for considering how they should apply the
corporate reporting and risk management and internal control
principles and for maintaining an appropriate relationship
with the company’s auditor.
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REMUNERATION
 Levels of remuneration should be suf ficient to attract, retain
and motivate directors of the quality required to run the
company successfully, but a company should avoid paying
more than is necessary for this purpose. A significant
proportion of executive directors’ remuneration should be
structured so as to link rewards to corporate and individual
performance.
 There should be a formal and transparent procedure for
developing policy on executive remuneration and for fixing the
remuneration packages of individual directors. No director
should be involved in deciding his or her own remuneration.
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RELATIONS WITH SHAREHOLDERS
 There should be a dialogue with shareholders based on the
mutual understanding of objectives. The board as a whole has
responsibility for ensuring that a satisfactory dialogue with
shareholders takes place.
 The board should use the AGM to communicate with investors
and to encourage their participation.
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QUESTIONS FOR CORPORATE
GOVERNANCE IN SCHOOLS
 Who are our shareholders/
s t a ke h o l d e r s ?
 W h a t a r e o u r o b l i g a t i o n s to t h e m a n d
h o w we l l d o we f u l fi l t h o s e o b l i g a t i o n s ?
 D o e s t h e G B h av e s u f fi c i e n t r e l e v a n t
s k i l l s a n d u n d e r s t a n d i n g to r e v i e w a n d
c h a l l e n g e m a n a g e m e n t p e r fo r m a n c e ?
 D o we i n d u c t n e w m e m b e r s e f fe c t i v e l y ?
 Is the GB an adequate size and are
there appropriate levels of
i n d e p e n d e n c e a n d c o m m i t m e n t to f u l fi l
its responsibilities and duties?
 I s i n te g r i t y a f u n d a m e n t a l r e q u i r e m e n t
i n c h o o s i n g o u r c h a i r, v i c e c h a i r, c l e r k
a n d G B m e m b e r s ( w h e r e we h av e a
choice)?
 D o we h av e a c o d e o f c o n d u c t fo r u s
a n d o u r l e a d e r s h i p te a m t h a t p r o m ot e s
ethical and responsible decision
making?
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 D o we c l a r i f y a n d m a ke p u b l i c l y k n o w n
the roles and responsibilities of the GB
a n d s c h o o l m a n a g e m e n t to p r o v i d e
s t a ke h o l d e r s w i t h a l e v e l o f
accountability?
 H av e we i m p l e m e n t e d p r o c e d u r e s to
independently verify and safeguard the
i n te g r i t y o f t h e s c h o o l ' s f i n a n c i a l
reporting? Should we set up an audit
c o m m i t te e ?
 D o we r e c e i v e t h e i n f o r m a t i o n w e n e e d
to c a r r y o u t o u r s c r u t i ny f u n c t i o n i n
good time?
 I s t h e d i s c l o s u r e o f m a te r i a l m a t te r s
concerning the school timely and
b a l a n c e d to e n s u r e t h a t a l l i n te r e s t e d
p a r t i e s h av e a c c e s s to c l e a r, f a c t u a l
i n fo r m a t i o n ?
 D o we e n s u r e c o l l e c t i v e l y a s a t i s f a c t o r y
d i a l o g u e w i t h o u r s t a ke h o l d e r s a n d
r e p o r t to t h e m r e g u l a r l y ?
 D o we s e l f - e v a l u a t e r e g u l a r l y a n d u s e
t h e o u t c o m e s to i m p r o v e o u r
p e r fo r m a n c e ?
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SCHOOL GOVERNANCE:
LEARNING FROM THE BEST
 “This small-scale report was written to help governors reflect
on their practice by considering the principles and approaches
used by some of the best governing bodies .”
 Available at www.ofsted.gov.uk/publications/100238
 Also at www.thegovernor.org.uk
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KEY CHARACTERISTICS OF OUTSTANDING
GBS
 Positive relationships between governors and school leaders are
based on trust, openness and transparency . Effective governing
bodies systematically monitor their school’s progress towards
meeting agreed development targets. Information about what is
going well and why, and what is not going well and why, is
shared. Governors consistently ask for more information,
explanation or clarification. This makes a strong contribution to
robust planning for improvement.
 Governors are well informed and knowledgeable because they
are given high- quality, accurate information that is concise and
focused on pupil achievement. This information is made
accessible by being presented in a wide variety of formats,
including charts and graphs.
 Outstanding governors are able to take and support hard
decisions in the interests of pupils : to back the head teacher
when they need to change staff, or to change the head teacher
when absolutely necessary.
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KEY CHARACTERISTICS OF OUTSTANDING
GBS
 Outstanding governance supports honest, insightful selfevaluation by the school, recognising problems and
supporting the steps needed to address them.
 Absolute clarity about the different roles and responsibilities
of the headteacher and governors underpins the most
ef fective governance. Protocols, specific duties and terms of
reference are made explicit in written documents.
 Ef fective governing bodies are driven by a core of key
governors such as the chair and chairs of committees. They
see themselves as part of a team and build strong
relationships with the headteacher, senior leaders and other
governors.
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KEY CHARACTERISTICS OF OUTSTANDING
GBS
 In eight of the 14 schools visited, governors routinely attend
lessons to gather information about the school at work. All
the governors who were interviewed visit their schools
regularly and talk with staf f, pupils and parents. Clear
protocols for visits ensure that the purpose is understood by
school staf f and governors alike. Alongside the information
they are given about the school, these protocols help them to
make informed decisions, ask searching questions and
provide meaningful support.
 School leaders and governors behave with integrity and are
mutually supportive. School leaders recognise that governors
provide them with a dif ferent perspective which contributes to
strengthening leadership. The questions they ask challenge
assumptions and support ef fective decision -making.
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KEY CHARACTERISTICS OF OUTSTANDING
GBS
 Governors in the schools visited, use the skills they bring, and
the information they have about the school, to ask challenging
questions, which are focused on improvement, and hold leaders
to account for pupils’ outcomes.
 Time is used ef ficiently by governors because there are clear
procedures for delegating tasks, for example to well organised
committees. These committees have clear terms of reference,
provide high levels of challenge and use governors’ expertise to
best effect. Systems are in place for sharing information and
reporting back to the full governing body. This does not merely
reiterate what has already been discussed in detail by the
committee but focuses on the key points and decisions.
 The role of the clerk to the governors is pivotal to ensuring that
statutory duties are met, meetings are well organised and
governors receive the information they need in good time.
Consequently, governors come to meetings well prepared and
with pertinent questions ready so that they are able to provide
constructive challenge.
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KEY CHARACTERISTICS OF OUTSTANDING
GBS
 A detailed timeline of activities, maintained by the clerk and
linked to the school development plan, provides a clear
structure for the work of governors and ensures that their
time is used appropriately.
 Governors in the schools visited, use their external networks
and professional contacts to fill any identified gaps in the
collective skills of the governing body.
 There are clear induction procedures for new governors which
help them to understand their roles and responsibilities and
ensure that best use is made of their varied skills and
expertise.
 The governing bodies constantly reflect on their own
ef fectiveness and readily make changes to improve. They
consider their own training needs, as well as how they
organise their work.
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QUESTIONS FOR GOVERNORS
 How do we understand our roles and responsibilities and how
they dif fer from those of the headteacher and senior staf f?
 What do we know about the achievement of pupils and the
quality of teaching in the school?
 How do we know that the information we have about our
school is robust and accurate?
 How do we provide the right balance of professional support
and challenge for the headteacher and senior staf f to help
them improve the school’s ef fectiveness?
 How do we use our time ef ficiently?
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QUESTIONS FOR GOVERNORS
 How do we make best use of the skills and expertise of all
members of the governing body?
 How do we know that the governing body is as ef fective as
possible and could we do things better?
 How do we review our own performance regularly?
 How do we plan our training and development?
 Do we consider what might be needed when governors leave?
How do we ensure we still continue to have the necessary
skills and knowledge?
 How do we ensure that members of our governing body are
prepared to step into important roles such as the chair of the
governing body and chairs of committees?
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NEW CHALLENGES
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New National Curriculum – delayed for a year
New assessment regime and methodology
Progress measures
No notice inspections from September
EBacc and its ef fects
How well deprived groups do
What happens when they leave?
Value for money – results vs expenditure; SFVS
What are your internal school performance indicators?
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