Academy trust encouraged to increase the degree of separation between trustees and members

A chain of free schools has been “made aware” by the government of official guidance stating that there should be separation between its two main layers of governance, Education Uncovered has been told.

The East London-based Bellevue Place Education Trust (BPET) revealed this to this website after I pointed out that its latest accounts state that three of its controlling “members” – including the chair of its board, Claire Delaney - are also trustees of the organisation.

Members approve a trust’s constitution and have hire-and-fire rights over trustees. In its “Academies Financial Handbook” for 2017-18, the year of those accounts, the DfE stated: “The Department’s view is that the most robust governance structures will have a significant degree of separation between the individuals who are members and those who are trustees.

“If members also sit on the board of trustees this may reduce the objectivity with which the members can exercise their powers. The Department’s recommendation is for a majority of members to be independent of the board of trustees.”

Good governance practice would generally seek to avoid the over-concentration of power in the hands of a few individuals. This is certainly a common factor in many seeming scandals in the education sector which have come my way over the years, although there is no suggestion of one in this case.

Background: BPET’s set-up

BPET was established in 2012, and now runs seven free schools, making it one of the more extensive free schools chains.

Its latest accounts state that is a “joint venture” between Bellevue Education Ltd, which runs 17 private schools in the UK, Switzerland and Qatar, and Place Group, a for-profit consultancy. Delaney is one of Place Group’s owners, as is Simon Rule, another of BPET’s member-trustees, who is also listed on BPET’s website as “founder and CEO of Place Group Consulting Ltd, a specialist academies and free schools consultancy”.

Delaney’s LinkedIn profile lists her as Place Group’s managing director.

The third member-trustee as listed in the 2017-18 accounts is Mark Malley, founder and now CEO of Bellevue Education, the organisation which runs the private schools.

How power is concentrated: the detail of BPET’s constitution

The latest-available articles of association – the organisation’s constitution – on BPET at Companies House show how control sits with the two organisations which set it up, and with those individuals running them.

At the top of the governance structure, in ultimate control, sit the trust’s members. The articles state that the “signatories to the memorandum of assocation” under which the organisation was set up would be members.

Those three people, BPET’s memorandum of association show, were/are Delaney, Rule and Malley.

In addition, each of BPET’s “foundation/sponsor” bodies – Bellevue Education Group Ltd and Place Group Ltd – have the right to appoint up to two members each. These members can then appoint other members.

The members themselves can then appoint up to five trustee/directors, who carry out the day-to-day governance of the trust, and who include, as discussed above, Delaney, Rule and Malley.

And then up to another 10 can be appointed by those two “foundation/sponsor” bodies: Bellevue Education Group Ltd and Place Group Ltd.

Alongside this, the articles then require a “minimum of two” elected parents on the board, I think in line with national requirements from the DfE - which can be seen from the above to mandate only very minor possible influence from anyone other than the “sponsors” in the event of a difference of opinion within the governing body.

BPET responded: “BPET has significantly strengthened the independence of its governance at board level over past year from being a start-up MAT [as, of course, were most MATs, ed] just six years ago.

“Three trustees were appointed through Academy Ambassadors [the trustee recruitment service]. Two parents were working “very well” with the two founding organations, Bellevue Education and Place Group, it added.

“At present three of the four members are trustees, with one member vacancy. The [government’s] Regional Schools Commissioner has made us aware of the guidance and we are actively seeking to appoint to the member vacancy with a non-trustee appointment.

“This structure has driven the development of seven new schools, all of which are providing a good or outstanding education for local children, as judged by Ofsted.”

The above would suggest that, even after the above change, BPET would still be left with three out of five members also as trustees. This would appear still to be contrary to that DfE “recommendation” that the majority of members are not trustees.