Academy conversion – the way forward

1. Academy conversion – the way forward James Herbert Partner james.herbert@ts-p.co.uk T: 01892 701355 Joel Kelly Senior Associate joel.kelly@ts-p.co.uk T: 01892 701146 13 March 2012

2. The agenda – preparing for the future • Managing the process to become an academy trust and some of the lessons which we’ve learnt helping other schools to convert • The practicalities of being an academy trust – questions and answers • How is a member different from a director? • What’s the distinction between a governor and a director? • Who sits on the board of directors? • Whatare the responsibilities of a director? • What should you do if you identify a conflict of interest? • Understanding the disclosure regime and record keeping requirements

3. The conversion jigsaw Governors Funding Conversion Staff Transfer of assets & liabilities Land Community

4. Planning for conversion – fitting the pieces together • Form an executive committee and take control of project management • Appoint the right advisers – ensure that the school isn’t just “pushed through” to academy status • Do your due diligence early on: • Identify the school’s suppliers • Review contracts with third party suppliers for change of control provisions • Review the terms of any grants • Allow sufficient time for consultation with staff, pupils and parents • Consider banking and insurance arrangements • Understand the corporate governance issues • Read the model documents carefully and do not be afraid to negotiate

5. Lessons learnt – what scope is there to negotiate the documents? “Converting schools are not expected to make changes to the model [documents]” Department for Education website Some examples: Funding agreement - does it allow your school to carry forward capital grants and funds raised independently of the DfE without reducing subsequent GAG or EAG awards? Commercial transfer agreement – if you’re a foundation school, is the Local Authority suggesting that upon its dissolution, all of the liabilities of the governing body will vest in the academy trust? If so, what’s the harm in this?

6. Some practical questions and issues to look out for • Directors: • How is a member different to a director? • Who can be appointed to the board? • What’s the difference between a director and a governor? • What are a director’s duties?

7. Some practical questions and issues to look out for • Governors who are appointed as directors incur additional statutory duties: • to exercise independent judgement • to act within powers • to exercise reasonable care, skill and diligence • to avoid conflicts of interest • to not accept benefits from third parties • to promote the success of the academy trust • Charitable trustees: • to act honestly, reasonably and lawfully • to exercise the care and skill of a reasonably diligent person • The insolvent academy trust

8. Some practical questions and issues to look out for • Managing conflicts of interest • Business disclosures • Registered office • Business correspondence • Website • Health & safety • Principal responsibilities • Criminal responsibility and potential disqualification as a director • Practical steps

9. Feedback on Thomson Snell & Passmore Debbie Coslett, Executive Headteacher of the Hayesbrook School: “The work of Thomson Snell & Passmore has been invaluable and the advice they have given us has been first rate. We could not have achieved our Academy status without them.” Maureen Johnson, Headteacher of Weald of Kent Grammar School: “As an outstanding school we had to be confident that the process underpinning our conversion to an Academy Trust was carried out meticulously and professionally. Thomson Snell & Passmore took time to understand our particular brief and the culture of the organisation.” “I should not hesitate to use their services again or to recommend them to other colleagues who expect to receive high quality service.” Clair Wilkins, Director of Resources at Weald of Kent Grammar School: "Deciding on the right solicitors for our academy transfer was one of the most important decisions of the whole process. We established very quickly in our initial meetings with Thomson Snell & Passmore that we would receive professional and clear advice.”

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