St Luke Academies Trust
Minutes of the Directors' Meeting held on Wednesday, 28th September 2016 at 6.30 pm at Our
Lady of Walsingham Catholic Primary School, Occupation Road, Corby
Present:
Mrs A Fletton
Mrs M Hayes
Mr R Hill
Mrs A Kilsby
Mr D Lally
Miss C Smith
Mrs N Vaughan (School Improvement Director) (SID)
In attendance:
Mrs L Doherty (Clerk)
Action
Required
Person
Responsible
64/16 Opening Prayer
1.
The Opening Prayer was led by the Clerk.
65/16 Apologies
2.
Apologies had been received from Mr E McAuley.
66/16 Elect Chair and Vice Chair
3.
The Clerk stated that she had received one
nomination for the role of Chair to the Board of
Directors and Mr R Hill had indicated that he would
be willing to accept office if he was elected.
4.
Mr R Hill left the meeting.
5.
It was proposed by Miss C Smith, seconded by Mrs
A Kilsby, and unanimously agreed to elect Mr R Hill
as Chair of the Board of Directors for the academic
year 2016/17.
6.
Mr R Hill returned to the meeting and the Directors
congratulated him on his re-appointment as Chair
of the Board of Directors.
7.
The Clerk stated that she had received one
nomination for the role of Vice Chair to the Board of
Directors and Mr E McAuley had indicated that he
would be willing to accept office if he was elected.
Minutes of the Board of Directors' Meeting held on the 28th September 2016
Signed by Chair ............................................
Date .......................................
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Action
Required
8.
Person
Responsible
It was proposed by Miss C Smith, seconded by Mrs
N Vaughan, and unanimously agreed to elect Mr E
McAuley as Vice Chair of the Board of Directors for
the academic year 2016/17.
67/16 Declaration of actual or potential conflict of interest arising
from the agenda
9.
There were no declarations of actual or potential
conflicts of interest arising from the agenda.
68/16 Declaration of any other interest not arising from the
agenda
10.
There were no declarations of any other interest
not arising from the agenda.
69/16 Approval of minutes of meeting held on the 19th July 2016
11.
The minutes of the meeting held on the 19th July
2016 were proposed by Mrs A Fletton, seconded by
Miss C Smith, and unanimously agreed subject to
the following amendment:
47/16 para 29, "... have carried out internal audits
with the exception of St Edwards".
70/16 Matters arising from minutes
46/16 para 54 - Check contracts for continuous
service
12.
The SID stated that all new contracts would include
continuous service.
13.
14.
15.
16.
46/16 para 54 - Clarification of pensions
The SID stated there had been no progress
regarding clarification of pensions.
49/16 Consolidated Budget for 2016/17
The SID asked whether the discussion regarding
school budgets should have been considered under
a confidential item.
49/16 para 74 - St Brendan's approved school
budget
The Directors noted that St Brendan's Local
Governing Body still have questions regarding the
budget carry forward.
The SID stated that the external auditors would
provide the actual carry forwards following their
audit in November.
Minutes of the Board of Directors' Meeting held on the 28th September 2016
Signed by Chair ............................................
Date .......................................
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17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
Action
Required
Person
Responsible
Check
sponsorship
term
Nicola
Vaughan
49/16 para 75 - St Thomas More approved school
budget
The Directors noted that St Thomas More's Local
Governing Body had unanimously approved the
School's budget.
49/16 para 78 - Sponsorship of St Brendan's
The SID questioned if the term of sponsorship was
for 3 years.
It was agreed that the SID would ascertain the
term of sponsorship.
49/16 para 80 - St Brendan's top slice
Directors noted that the Local Governing Body had
been informed of the top slice payments.
61/16 para 120 - Membership of Committees - Staff
Governors
The Chair stated that all governors were equal and
Staff Governors may become member of HR
Committees dealing with staffing matters and
contribute to discussions about pay policy,
redundancy or discipline. However, they should
not participate in discussion if they have a personal
interest in the outcome or if a member of staff
could be easily identified.
The Clerk stated there are two restrictions relating
to staff governors: (1) they cannot be chair or vice
chair of the governing body and (2) they may not be
present at a meeting where consideration is being
given to the pay or performance of any person
employed at the school.
A discussion took place regarding whether a
meeting would continue to be quorate in respect of
any recommendations to be made if the staff
governors were not present.
The main purposes of the Human Resources
Committee was pay, appraisals, disciplinary
matters, capability and staff sickness.
The Clerk asked if staff governors would be willing
to be on a committee where they were only party
to some of the agenda items or would they feel it a
waste of their time.
The Directors discussed staff governors being
members of the Pupil Outcomes Committee which
looked at children's progress and staff
performance. It was felt that it may not be
appropriate for staff governors to be members of
the Pupil Outcomes Committee.
Minutes of the Board of Directors' Meeting held on the 28th September 2016
Signed by Chair ............................................
Date .......................................
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27.
28.
29.
The Chair and Clerk to investigate further and draw
up guidelines on staff governor attendance at sub
committees, to be brought back to next meeting.
61/16 para 126 - Financial Competences
Directors were reminded to complete and return
the Financial Competences Form as a matter of
urgency.
61/16 para 127 - Annual Governance Review
Directors were reminded to complete and return
the Annual Governance Review as a matter of
urgency.
30.
61/16 para 128 - Declarations of
Interest/Eligibility/Members' Code of Conduct
Directors were reminded to complete and return
the Declarations of Interest/Eligibility and Code of
Conduct as a matter of urgency.
31.
The Clerk left the meeting
Action
Required
Guidelines to
next meeting
Person
Responsible
Rob Hill/
Lynda
Doherty
Complete
form
Directors
Complete
review
Directors
Complete
forms
Directors
Contact
Clerks
71/16 Appointment of clerk
32.
It was agreed to appoint Mrs L Doherty as the
Clerk to St Luke Academies Trust for the academic
year 2016/17.
33.
The Clerk to returned to the meeting.
72/16 Register of Directors’ Business and Related Party Interests
34.
The Clerk stated it was a requirement of the
Academies Financial Handbook 2016, paragraph
3.1.18 that the Register of Interests must identify
any material interests arising from close family
relationships between the academy's trust
members, trustees or local governors. It must also
identify relevant material interests arising from
close family relationships between those individuals
and employees.
35.
Directors noted that a close family relationship/
relative is defined as: a close member of the family,
or member of the same household. This includes,
but is not limited to, a child, parent, spouse or civil
partner.
36.
The Declaration of Interest form would be updated
to include this information next year.
37.
It was agreed that the Clerks would email their
Minutes of the Board of Directors' Meeting held on the 28th September 2016
Signed by Chair ............................................
Date .......................................
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directors/governors in order to obtain the
information in order to update the Register of
Interests on the websites.
73/16 Trust Membership Vacancies
38.
The Chair stated that the Board of Directors now
has two Foundation Director vacancies. It was not a
legal requirement to replace the resignation of Mrs
P Cuddihy with another Head Teacher and this
would provide an opportunity to broaden the skills
base.
39.
The SID has spoken to Our Lady's (Wellingborough)
and St Patrick's for possible directors.
40.
It was agreed to forward the names of potential
directors to the Chair.
41.
Directors asked if the Trust should be approached
by the Diocese before Foundation Directors were
appointed to schools. This is currently not taking
place.
Action
Required
Directors/
Governors
Person
Responsible
Determine
correct
process
Rob Hill
Contact
SGOSS
Lynda
Doherty
74/16 Review Committee Membership and Terms of Office for
Chairs and Succession Management
42.
The Chair stated that St Brendan's had been unable
to elect a Chair at its Local Governing Body and
were proposing appointing two Vice Chairs. One of
the Governors had agreed to be Acting Chair on a
short term basis.
43.
The Clerk stated it was possible to have two vice
chairs and to keep within the law, one of the vice
chairs should be nominated to act as chair in the
chair's absence.
44.
The Chair stated that in accordance with the
Articles, the chair or vice chair can be elected for a
period up to three years.
45.
Discussion took place regarding the view held by
some Governors that they resign after their term of
office as a chair/vice chair and were not aware that
they could continue on the Local Governing Body
until the end of their four year term of office.
46.
The Chair stated he would be meeting the Chairs of
the Local Governing Bodies the following week to
discuss their roles and training needs.
47.
Directors noted that all the Local Governing Bodies
have vacancies and had approached their Parish
Priests for suitable governors.
48.
It was agreed that the Clerk would contact SGOSS
regarding the two Foundation Director vacancies.
Minutes of the Board of Directors' Meeting held on the 28th September 2016
Signed by Chair ............................................
Date .......................................
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Action
Required
49.
Person
Responsible
The membership of Committees for 2016/17 was
agreed as follows:
Audit
Nina Fletton
Anna Kilsby
Dermot Lally
In attendance:
Nicola Vaughan
Nathalie Young
Auditors when required
Finance and Resources
Maire Hayes
Rob Hill
Eamonn McAuley
In attendance:
Nicola Vaughan
Nathalie Young
Human Resources
Rob Hill
Anna Kilsby
Clare Smith
Nicola Vaughan
In attendance:
Nathalie Young
Head Teachers when required
Pupil Outcomes
Nina Fletton
Rob Hill (until another Foundation Director has been
appointed)
Eamonn McAuley
Nicola Vaughan
In attendance:
Head Teachers when required
75/16 Approve Governance and Delegation Arrangements
50.
The Directors approved the Governance and
Delegation Arrangements for 2016/17.
76/16 Review Trust Mission Statement and Aims
Minutes of the Board of Directors' Meeting held on the 28th September 2016
Signed by Chair ............................................
Date .......................................
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51.
Action
Required
Person
Responsible
Re-send
calendar
Lynda
Doherty
Update
agenda
planners
Lynda
Doherty
The Trust Mission Statement and Aims were agreed.
77/16 Agree dates of meetings
52.
Changes to the dates of meetings were agreed.
78/16 Review Trust Website
53.
The SID stated that the Register of Interests would
be updated as soon as the Directors had returned
their forms.
54.
The SID stated that Edubase would also be updated.
79/16 Approve Trust Improvement Plan
55.
The SID stated that the Trust Improvement Plan was
in draft form as the Head Teachers were working on
the targets which will inform the Trust targets in the
data section.
56.
It was agreed that the Committees would monitor
the Priorities as follows:
Finance - Priority 4
Human Resources - Priorities 4 and 5
Pupil Outcomes - Priorities 1 to 3
57.
It was proposed by Mrs A Kilsby, seconded by Mrs
M Hayes, and unanimously agreed to approve the
Trust Improvement Plan.
80/16 Formally approve engagement/re-engagement of external
auditors
58.
Directors noted that the Letter of Engagement with
Macintyre Hudson continues until the Trust agrees
to terminate it.
59.
It was agreed to go out to tender for external
auditors early next year.
60.
It was proposed by Mr D Lally, seconded by Mrs M
Hayes, and unanimously agreed to re-engage
Macintyre Hudson as the external auditors.
81/16 School Improvement Director’s Report
Headline Data from previous academic year
61.
The SID stated that the Headline Data indicated the
following progress:
 Early Years was variable
 KS1 was generally at or above expected in
Minutes of the Board of Directors' Meeting held on the 28th September 2016
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Date .......................................
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Action
Required


62.
63.
64.
65.
Person
Responsible
most schools across the Trust
Phonics was on an upward trend
Progress in KS2 is generally below national,
although there were pockets where
progress was in line with national. Although
attainment is at expected in some areas, it
is generally below national. Work is being
undertaken to improve KS2 results.
Teaching and Learning Reviews were being
undertaken this term at Our Lady's, St Brendan's
and St Thomas More, with St Edward's being
undertaken in the Spring Term.
KS2 Progress
The SID stated that the document was for
information and she explained the floor standards,
progress and attainment.
The SID has met with all the Head Teachers and
actions have been put in place to address KS2
progress.
Educational Excellence Everywhere Briefing Paper
Directors noted the Briefing Paper.
82/16 Agree Admissions Criteria for 2018/19
66.
The SID stated there was a slight change in wording
requested by the LA in relation to distance
measurements.
67.
The Admissions Criteria for 2018/19 were agreed.
83/16
Policy Planners
Trust Policy Planner and Local Governing Body
Policy Planner
68.
The SID stated that the review of policies would
now be undertaken over a three year period in
order to ease the number of policies coming to each
meeting.
84/16 Policies and procedures for adoption/re-adoption
Admissions
Anti fraud, gifts and hospitality and register
Continuous Service
Data Protection
Directors' and Governors' Allowances
Redundancy: The SID stated that the Trust would
be adopting the Local Authority's policy and its
timeline. She stated that for future redundancies
Minutes of the Board of Directors' Meeting held on the 28th September 2016
Signed by Chair ............................................
Date .......................................
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Action
Required
Person
Responsible
Circulate
minutes
Lynda
Doherty
the schools would provide a business case to the
Trust for approval.
Staff reimbursement of expenses
69.
It was proposed by Miss C Smith, seconded by Mrs
N Fletton, and unanimously agreed to adopt the
above policies.
85/16 Local Governing Body minutes
St Thomas More - 16th July 2016
70.
The Clerk stated she had not received the minutes
for the 16th July 2016 meeting.
71.
72.
73.
74.
75.
76.
77.
15th September 2016
Directors noted that a new Chair has been
appointed.
St Brendan's - 14th September 2016
The SID noted that the governors had raised
concerns as the audit report had not been
presented. She stated that some governance items
were not available at the time of the audit.
However, the audit has now been completed.
Directors noted that the Trust Finance Officer was
Nathalie Young and not Maire Hayes as mentioned
in the minutes.
With regard to the minutes regarding the deficit
budget, the SID confirmed that the changes were
made in conjunction with the Head Teacher and the
School Business Manager before it was presented to
the Directors for approval.
Directors noted that the School's Finance and
Resources Committee met on the 21st September
and did not agree the figures submitted at the
meeting. The SID stated that the predicted spend at
the end of the year had been higher than
anticipated when the budget has been set in June.
The Clerk stated that she had been informed that
one of the governors would be unable to attend any
local governing body or committee meeting this
year or next year which was below the attendance
criteria in the Code of Conduct. She had advised
that the governor would need to stand down.
The Local Governing Body would be combining the
Finance and Resources and Human Resources
Committee meetings and had asked the Clerk for a
combined terms of reference.
It was agreed that the terms of reference would
Minutes of the Board of Directors' Meeting held on the 28th September 2016
Signed by Chair ............................................
Date .......................................
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Action
Required
Person
Responsible
RVS new
option
Maire
Hayes
remain separate. The agenda for the combined
committees would be in two parts in order to
follow the agenda items in the Governance and
Delegation Arrangements. The minutes of the two
parts of the meeting would be kept separate, as
they are reported back to differing committees at
Director level.
78.
79.
80.
81.
82.
St Edward's - 12th September 2016
With regard to the Charging and Letting Policy it
was agreed to remove the "LA letting rate" and the
rates to be charged must be agreed by the Local
Governing Body.
It was also noted that a charge for school activities
had not been included, and it was agreed that this
could be changed.
The SID stated that the RE Inspection Report had
been good, however, there had been insufficient
feedback to the senior leadership team. Directors
discussed the two recent RE Inspection experiences.
The Chair stated that the internal audit had not
been completed. The SID has asked the Trust
Business Manager to complete the audit.
Our Lady's - 13th September 2016
It was agreed that Mrs T Mitford-Barberton could
be appointed as a Co-opted Director for a term of
one year.
86/16 Any Other Business
Our Lady's Lease for Photocopiers
83.
Mrs M Hayes stated that the Local Governing Body
(LGB) was seeking the Trust's agreement to a new
lease with Toshiba Option 3 in respect of
photocopiers. However, since the LGB meeting RVS
has submitted a new option which would save £363
per quarter.
84.
Directors asked for a cancellation clause to be
written into the lease.
85.
It was agreed to approve the RVS new option for 3
years.
86.
87.
Target Tracker Software
The SID stated that, following a discussion with the
Head Teachers, other suppliers had been
approached to provide software to replace O'Track
in order to provide consistency across the Trust.
Directors stated that all the Head Teachers must use
the software.
Minutes of the Board of Directors' Meeting held on the 28th September 2016
Signed by Chair ............................................
Date .......................................
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88.
89.
90.
91.
93.
The Trust is required to notify the DfE of the
appointment and resignation of members, trustees,
accounting officers, chief financial officers, chairs of
trustees/local governing bodies and local governor
via the Edubase within 14 days of the change.
Edubase also requires the nationality of the above
persons to be declared.
95.
It was agreed that the Clerks would obtain the
Directors and Governors nationalities.
96.
The Governance Handbook (November 2015)
contains a range of training material for Directors
and Governors. [The Clerk later confirmed this
document had been emailed to Directors and
Governors in February 2016].
The Clerk confirmed that the Charity Commission's
"The Essential Trustee" document is emailed to all
Directors and Governors when they are appointed.
It was now a requirement to evaluate governance.
98.
99.
Obtain
nationality
Clerks
Annual
Governance
Review
Audit
Committee
Academies Financial Handbook 2016
The SID stated that the Academies Financial
Handbook contained a few changes which would
impact on the Trust.
The Board of Directors is required to identify the
skills it needs and address any gaps. It was noted
this would be done as soon as Directors have
returned their Financial Competencies form and
Governance Review forms.
The Trust must have a Senior Executive Leader as
the Accounting Officer and it cannot be a Head
Teacher.
It was proposed by Miss C Smith, seconded by Mrs
N Fletton, and unanimously agreed that Mrs N
Vaughan is to be appointed as the Accounting
Officer with immediate effect.
97.
Person
Responsible
It was proposed by Mr D Lally, seconded by Mrs A
Kilsby and agreed that the Trust would fund the
first twelve months of the Lease from its
Contingency and the cost for future years would be
split between the schools and the Trust.
92.
94.
Action
Required
It was agreed that the Audit Committee's remit
would now include a review the Annual
Governance Reviews forms completed by the
Minutes of the Board of Directors' Meeting held on the 28th September 2016
Signed by Chair ............................................
Date .......................................
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Action
Required
Person
Responsible
Directors.
100.
101.
102.
103.
104.
105.
106.
107.
108.
Trusts must have an appeals procedure and it was
suggested that the panel should be members of the
Finance Committee.
Staff Severance Payments
The SID asked if staff severance payments were the
decision of Local Governing Bodies or the Trust.
It was agreed that amounts up to £10,000 in
respect of severance could be paid by the Local
Governing Body. Amounts over £10,000 would
require the agreement of the Board of Directors'
Human Resources Committee.
Finance Director
The SID stated that there had been four requests for
application packs, and one completed application
has been submitted.
Signage for St Brendan's
The process for St Brendan's signage has been
followed. Directors noted that all the schools
required new signage and it should be consistent
across the Trust.
The SID asked if the Trust's Marketing budget could
be used to pay for the schools' signage. The Chair
stated that the Marketing Budget was for leaflets
and prospectuses.
NAHT Recommended Pay Increase
The SID stated that the NAHT was recommending a
1% increase in teachers' pay from 1st September
2016. Directors asked if this would impact on
schools' budgets. The SID stated that the pay
increase should have been factored in to this year's
budgets.
It was proposed by Mrs A Kilsby, seconded by Mrs
N Fletton, and unanimously agreed to implement
the 1% increase in teachers' pay from 1st
September 2016.
Staff Training Days 2017/2018
It was agreed that the Staff Training Days for
2017/2018 would be:
1st and 4th September
Minutes of the Board of Directors' Meeting held on the 28th September 2016
Signed by Chair ............................................
Date .......................................
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Action
Required
Person
Responsible
3rd January
29th March
4th June
109.
Confidential Minutes
The Chair asked if confidential minutes should be
circulated to all governors and published on the
website.
110.
It was agreed that some minutes would need to
remain confidential due to staff being easily
identified or named.
111.
It was agreed that the Chair and the Clerk should
write a Confidentiality Policy.
Confidentiality Rob Hill/
Policy
Lynda
Doherty
87/16 Date and time of next meeting
112.
The next meeting will be held on Wednesday, 14th
December 2016 at 6.30 pm at Our Lady of
Walsingham Catholic Primary School, Corby
88/16 Closing Prayer
113.
There was no closing prayer.
114.
See confidential minutes.
115.
There being no other business, the meeting was
declared closed at 9.40 pm.
Minutes of the Board of Directors' Meeting held on the 28th September 2016
Signed by Chair ............................................
Date .......................................
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