Last updated: February 2014
Intro
Introduction
What are
governors
expected to do?
The role at
different stages
The role of governors
in a Free School
Who should be a
governor?
What support can a
governor obtain?
Further
information
Company Registration No. 6953650 – Registered Charity No: 1132122
Introduction
The role of governors is often undervalued and underestimated. If a school is going
to be successful, it will need to be able to rely on a strong governance structure and
a dedicated team of interested and skilled people. There are over 300,000 volunteer
governors in the UK and with every new school that is opened more are needed to
ensure successful leadership and excellent results.
Being a governor in a Free School is extremely rewarding but hard work. You will be
involved in developing a new or relatively new school and will need to be involved
in a lot of the management decisions. It is also a time consuming job that requires
dedication and commitment, more so than for maintained schools because of the
role the governors play in the Academy Trust that runs the school.
This note sets out what is expected of governors in Free Schools, how their role
changes as these schools are established and offers advice on who you should seek
to appoint to the role. It should be read in conjunction with the other guidance NSN
has produced on the governance of Free Schools, available on our website.
N.B. – governors in Free Schools are also referred to as directors and trustees to
reflect the fact that they are a part of an Academy Trust and also have
responsibilities under charity and company law (see below). The DfE use the terms
governors/directors/trustees interchangeably but, for ease, we refer to them in this
note as governors.
What are governors expected to do?
The governors effectively run Free Schools as the directors and trustees of the
Academy Trust. The operational side will be carried out by the principal and the
staff but they report to the governors. The governors will be accountable to the
members of the Academy Trust and to the Secretary of State.
In many ways, the core duties of a governor in a Free School are similar to those of
governors in a maintained school. However, the legal status of Free Schools means
that their governors have additional responsibilities for 4 reasons:

Firstly, because a Free School is run and overseen by an Academy Trust rather
than the Local Authority it must make its own decisions over issues such as
admissions, premises, school finance and the employment of staff. This means
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


that governors in Free Schools take on a range of additional
responsibilities in these areas.
Secondly, because Free Schools, like Academies, have freedom over their
curriculum, staff pay and conditions and the length of the school day/term,
governors may have to take decisions in these areas which go beyond what
would be expected of governors in maintained schools. For example, if a Free
School wanted to use performance related pay for teachers, then its
governors would have to be involved in drawing up these policies.
Thirdly, because governors in a Free School are the directors/trustees of the
Academy Trust that runs the school, they have responsibilities under company
and charity law. For more information about this aspect of Free School
governance and what it involves, please see guidance that NSN and the
Charity Commission have produced on this.
Finally, because most governing bodies in Free Schools are smaller than those
in maintained schools, they are likely to place more demands on the time and
expertise of each governor. Though additional responsibilities can be
delegated to sub-committees of the governing body to reduce the work load,
there is likely to be more work involved in being a Free School governor than
in other schools.
The role at different stages
This note aims to help applicant groups decide who amongst them would be the best
suited to being a governor of their new Free School. This note applies to single trust
schools where the governing body effectively runs the school. The governing body
of a Multi-Academy Trust (MAT) will play a different role as they will be running
several schools. Depending on a MAT’s scheme of delegation, this note is probably
more appropriate for the members of the local governing bodies who will effectively
run the school.
This should be read in conjunction with NSN’s note on governance which gives the
legal background to the roles and responsibilities of governors and members and our
notes on suggested governing structures, all of which are available here.
At the application stage
The application to the DfE to open a school is a very detailed document and requires
your group to have a clear idea about how your governance structure will work and
be put together. It may develop over time but you will need to show the DfE that
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you have thought constructively about the issues. You need to set
out your plans for your governance in section F of the application form where you
also describe your capacity and capability. This requires detail on both structure
and who is involved in your project.
Who will be involved?
You will need to decide who of your team would be most suited to being a governor
once the school is open. A governor will need to commit time, skill and effort to
the job. Before you volunteer to be a governor/director of the company, think about
whether you are willing and able to do so on an on-going basis. You should bear in
mind that your role and the demands on your time will change throughout the period
of setting up the school and then running it. Creating a business and then managing
it when open require different skill sets and involvement. You should be realistic
about what part you can and want to play.
The group will need to dispassionately agree on who are the right people for the
job. In section F you will need to include CVs (in the DfE’s standard format) for each
person who wishes to be involved in the governance of the school. You will probably
find that your group does not include all the necessary people to effectively govern
a school. You should consider how many additional governors you will need to
complete your structure. The DfE will want to see that you have a plan in place for
finding these additional governors, where and how you intend to recruit them and
what skills you will be looking for them to have.
Designing your governance structure
One of the key aspects of the application is showing how your governance
structure will work. You must think about the structure and how it will work in
practice. Which powers and responsibilities will be delegated to individuals or
committees? How will decisions be made? How will information be reported? How
many meetings will you have? How will the leadership of the school work with the
governors? How your school is run will depend on how your governance structure is
designed.
It is worth considering whether your structure should change over time, as your
school grows. You may not need the full structure to manage the school when you
only have a few intakes. You should explain to the DfE how your governing structure
will expand with the school.
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Set up a company
You will need to set up a company limited by guarantee with members and
directors - this will ultimately be the Academy Trust. To create the trust you will
need to form a company limited by guarantee with a memorandum and articles of
association, which form the backbone of your school and how it is run. You should
use the model corporate documentation provided by the DfE. To the extent allowed
by the DfE these will need to be personalised to your school and your group. Some
of the group will need to sign up as members of the Academy Trust and some will
need to be directors, and therefore governors. There may be some overlap but the
DfE may challenge a structure in which the majority of governors are members and
vice versa. You can change the people involved at a later date but it would be best
for you to have thought about the commitments required and who has the skills to
take on these responsibilities before you apply to the DfE.
At the pre-opening stage
At this stage, the governors may not all have been recruited and will not need to
play the formal role that will be required of them post opening. However, this is
the moment for them to get stuck into all the areas that will become the governors’
responsibility once the school is up and running.
In fact, your time commitment at this stage could be even more important than once
the school is open. The time commitment may also be needed by different people.
The people who are most involved in the setup of the school may not necessarily be
the ones who will be taking on major roles on the governing body. The DfE will want
to see how much time each individual is able to commit at the pre-opening stage in
your application. In order to show adequate capacity the DfE will expect
commitments of 10-20 hours/week from the lead participants and approximately 5
hours/week from those less involved. During the pre-opening stages you will be
supported by your lead contact at the DfE and the EFA.
 You will need to market the school and recruit the necessary pupils. The
DfE will only let a school open if there is the demand. One of the pivotal
roles of a future governor is therefore to help market the school to local
parents.
 You will need to organise the admissions process. It is not just enough to
gather interest for your school. You will also need pupils to officially sign up
to attend your school. For the first intake, new Free Schools can run their
own admissions process as they may not be in a position to provide the Local
Authority with sufficient details to fit in to the local process. However most
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schools have found being incorporated into the LA’s
admissions system far more effective in ensuring places are filled.
 You will need to recruit the principal and staff for the school and establish
an effective staff and pay structure. You will have a limited budget from the
DfE at this point, but there should be enough to be able to recruit your
principal 2 terms before you open, or begin employing your Principal
Designate. The principal can then be directly involved in the set-up of the
school. It is vital to recruit the right principal who will develop your school
and its ethos with enthusiasm and skill.
 You will need to devise the policies to ensure the wellbeing and safeguarding
of the pupils. A vital part of your job once the school is open will be enforcing
your policies. You will need to think about health and safety, exclusions,
provision for SEN students, gifted students, students on FSM, EAL students,
safeguarding etc. You should also ensure that you have adequate insurance
in place to cover your liabilities.
 You will need to finalise the governance structures and recruit the
necessary people to run the school effectively. Some of the governors are
likely to come from your existing group. Some of your group may not want
to be involved on a long term basis and realistically some may not be
qualified to do so. You are very likely to need new recruits either to fill skills
gaps or to fulfil the legal requirements for the composition of the governing
body. You need not fill the spaces for staff and parent governors until the
school is open but you will need to fill the other roles and finalise the
governing structures and procedures in pre-opening. Remember that your
role will change from pre-opening to post-opening, after which governors and
group members will need to let the leadership team run the school.
 You will need to ensure a site is found and all the necessary equipment is
purchased and put in place. The EFA will be in charge of finding a site for
your school and undertaking negotiations on a suitable property. However,
to ensure that you obtain the right premises for your school, you will be
heavily involved in the process. You will also need to ensure that all the
appropriate equipment (furniture, IT, fixtures and fittings) is budgeted for in
your capital budget, purchased and installed. You can obtain guidance on
this from your DfE project lead.
 You will need to continue to develop relationships to ensure you become an
established part of your local community. Part of this will be done through
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the formal consultation process, which you need to carry
out 6-9 months prior to opening, and which is a legal requirement for all
groups in pre-opening. You can find more detail on the consultation process
here.
 You will need to prepare for the Ofsted pre-opening inspection. This preopening inspection will enable you to be registered as an independent school
(as such, independent convertors will not need this inspection). Post
opening, you will be inspected under section 5 of the Ofsted framework, like
other maintained schools. You should be fully aware of the requirements of
the framework at this stage and you should be ready to implement the data
management systems which will enable you to fully document the progress
of your school.
 You will need to manage the finances and plan the budget for the school
and will be given a pre-opening grant by the DfE to help you open your school.
 You will need to agree the terms of the articles of association and funding
agreement relating to your school. The articles for the company and the
funding agreement which you will enter into with the secretary of state on
behalf of the Academy Trust will provide you with the framework and
structure for the management of your school.
Post opening
Once your school has been registered and funded, you are ready to open and the
governors will need to carry out their official role as defined in the articles, the
funding agreement, company and charity law. This will include managing the
school’s finances and being accountable to the DfE. You can find out more about
the legal responsibilities of governors in our note on governance.
A governing body should have members with different skills and expertise so that
different tasks and responsibilities can be delegated to the person or persons best
suited to do them. This means spreading the load amongst you. But remember that
you are responsible as a whole to ensure that all your duties are carried out
correctly. So as a governor you should ensure that you are well aware of what the
leadership of the school and your fellow governors are doing and what is happening
in your school.
This could mean a heavier time commitment than you may expect. Although in
theory governors are only required to attend 3 meetings a year, in practice,
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governors of Free Schools will most likely need to spend more time
on their role. The time commitment should be considerably less than in pre-opening
though.
Governors should remember that their Free School will be run by the principal and
the management team. The governors are accountable to the Secretary of State for
the success of the school but they should play a supervisory role rather than get
involved in the day to day management of the school. It is important to be able to
take a step back as too much involvement from the governors is likely to hamper
rather than help the leadership.
Your role is to deal with the strategic direction of the school and to hold the
management to account. Your role is most likely to involve the following:
Being a critical friend
You should be a critical friend to the leadership. One of the pivotal roles of the
governing body is to hold the operation of the school to account. You should be
there to support and help the principal and the staff but this also means monitoring
them and questioning them when necessary.
The principal will be a key figure in informing the governing body about how the
school is doing, but also in implementing the changes that they want to instigate.
The principal will most likely be a governor and, in a single academy, the accounting
officer for the school. He/she therefore provides an important link between the
operation and management of the school. In order for the management of the school
to be carried out effectively, it is important that a strong relationship is built with
the principal. Generally, the chair of governors is the lynchpin in this. They should
be in regular contact, establishing a relationship of trust.
Your principal should produce a head teacher report to be presented at governors’
meetings. The report should contain information such as the number of children on
the roll, information on exclusions, attendance, attainment data, information on
groups of vulnerable children and how the pupil premium is being used. It will be
up to you to make clear what information you want to see in it. If you have any
doubts or questions you should not hesitate to query the data with the principal or
leadership team.
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Knowing your school
You must make sure the pupils are being educated to a high standard, and that staff
and pupils are safe and happy. The pupils and staff are at the heart of your school.
You will essentially be responsible for their wellbeing.
An effective way of ensuring that everything is running smoothly is to visit the
school. You should have standard procedures for carrying out the visits so that you
do not get in the way of staff or pupils. You could split your particular areas of
scrutiny for example by year group, area of study or issue (e.g. curriculum, health
and safety) so that you can best monitor and learn about the school.
Representing your school
A key aspect to your role is representing your school. You will be instrumental in
forming good relationships with the leadership, the staff, pupils and parents but also
with your broader community. This will mean also building a relationship with your
Local Authority. Although Free Schools are free from their oversight you will still
need to collaborate with them, for example in terms of admissions or assessment of
SEN pupils. You may also want to buy in services from the LA, such as staff or
governor training.
You also have a duty under the funding agreement to promote community cohesion.
Your job will be to seek opportunities to integrate within the local community and
raise the profile of the school.
Accountability for your school’s results
You need to ensure that your school is improving and that you are in a position to
provide all the necessary data showing this to Ofsted. You will need to get to grips
with the requirements of the Ofsted s.5 inspection framework. The framework is
explained in Ofsted’s guide, here. You should expect to be the subject of an Ofsted
inspection within the first 2 years of opening.
The principal but also the governors will be responsible for reporting to Ofsted on
the results and progress of pupils. The school will also be judged on the quality of
the teaching and the management. The governors must therefore ensure that they
are on top of all the data collected by the school. If they are not satisfied that the
data provides a full or accurate picture of the school’s results they must ensure that
data is collected more fully and systematically.
Schools generally use their own data management systems, although there are
standard ones available. There are a several systems available to collect data and
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compare your results with other school, for instance RAISEonline,
which is recommended by organisations such as the National Governors’ Association.
You can also use the Ofsted Data Dashboard or the DfE performance tables.
Ofsted will be judging the effectiveness of the governing body under the heading
‘Quality of leadership in, and management of, the school’. This has become an
increasingly important focus of the Ofsted inspection, as they seek to ensure that
schools are managed properly and that the governing body provides an effective and
impartial counter-balance to the principal and staff of a school.
Who should be a governor?
A governor should be committed
Being a governor is a rewarding but time-consuming role and one that you will carry
out for free in your own time. Being a governor of an academy does not entitle you
to time off work as being a governor in a maintained school does. If you need to do
so, you will have to negotiate any time off work with your employer
You should enter into this position, prepared to commit time and effort to the
school, its ethos and its pupils but also the community as a whole.
A governor should have the right skills
Running a school is like running a small business. Each governor should bring a
different skill set to the table. The chair of governors will need to effectively chair
meetings, keep up to speed with local and national issues and make sure that the
governors are informed and trained to deal with any problems. Other roles will
include vice chair and heads of committees.
You should consider what you can add to the school’s management – for instance do
you have specialist knowledge in a certain area such as finance, law, property
management or you could contribute your management or organisational skills? Your
key attributes though should be your dedication, impartiality and critical thinking.
A governor should not be conflicted
Beyond assessing whether you have the time and skills to dedicate to the running of
the school, you should also consider whether you are in a position to take up a role
on the governing body or whether this would cause a conflict of interests.
At application stage you should consider whether being a governor would conflict
with any other role you want to play in the school. If you wish to be employed by
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the school for example, you should not apply to the DfE naming
yourself as a governor. This would lead to a conflict as the governors will be the
ones to employ the staff for the school. This would also suggest to the DfE that there
is a lack of distance between the proposed management and staff of the school. If
you are employed by the school at a later date you can potentially join the governing
body as Principal or staff governor.
Conflicts can also arise if you or anyone related to you wish to offer services to the
school for money. This is possible but the governing body will need to be convinced
that you are the right person to provide this service and that it is the most value for
money option. You will also be excluded from any discussion or vote concerning the
service.
A governor should be properly trained and qualified
You should keep up to speed not only with your own school’s progression but also
any developments in local or national legislation, regulations or recommendations
that will affect the school. The best way to do this is regular training. A governing
body should assess its own qualifications and expertise on a yearly basis and ensure
that it fills any skills gaps. We outline below which organisations are available to
help you with training or guidance.
You should also ensure that you are legally qualified to play the role of governor.
You should not be disqualified to act as a director under company law, nor as a
trustee under charity law (you can find more details on these technicalities in our
note, here).
You will also need to have submitted a Disclosure and Barring Service (DBS) check at
an enhanced level. The chair should not let you act on the governing body until this
has been carried out and the Secretary of State may ask for any such checks to be
sent to the DfE for further review. In addition, the Secretary of State will need to
be notified of any change in the governors together with the name of any new ones.
The governing body is accountable directly to the Secretary of State, the EFA and
the DfE. They have the power, through the funding agreement your school signs
with them, to monitor who is appointed on the governing body and how you and your
colleagues manage the school. This accountability is an essential part of ensuring
that the school achieves its purpose and reassuring the public that their tax money
is well spent.
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What support can governors obtain?
Governing bodies will need to carry out an annual skills audit to ensure that it has
the range of skills it is likely to require and to check that its members are fully up
to date with relevant changes in policy or legislation. In addition before you join a
governing body you should consider undertaking some formal training. NSN does not
endorse any of these organisations or form of training (some of which must be paid
for) in particular; the list below is to inform you of what is available.
National Governors’ Association (NGA)
The NGA offers a large amount of information on being a governor. You can obtain
some details and guidance on their web site, but it is a membership organisation.
The governing body can pay for a general membership for all of the governors in it.
GovernorLine
This is a free national help line for governors. You can access guidance on key issues
on their website, you can also contact them directly with your issue.
Ten Governor Support
This question-answering service for governors in England and Wales, can be useful
for easily finding answers to particular questions that you have.
National College for Teaching and Leadership
The National College offers guidance and support to chairs of governors and
governors through training sessions, written guidance and the work of national
leaders for governance.
Local Authorities
Although your school will not be controlled by your Local Authority, their experience
may still be useful to you. While the provision does vary, many Local Authorities do
offer guidance and training aimed at governors. You can access links to guidance
according to your locality, here.
Modern Governor
This organisation provides online training for governors, you can find out more here.
Online Governor
Online Governor is an online system which helps governors with the management
and administration of their school. You can find out more here.
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SGOSS – Governors for Schools
SGOSS is a recruiter for governors for schools nationally. They offer some guidance
on becoming a governor but mainly they provide a link between schools, volunteers
and employers. If you are a volunteer you can contact them to find you a school, if
you are a school you can contact them in order to find you some governors.
DfE
As founders of a Free School you will of course obtain direct guidance from the DfE
during the pre-opening phase from your project lead. This guidance will include
supervision of your governance plans. The DfE does offer some more general
guidance for governors on their web site, here. You can access this at any time. The
DfE web site also coordinates other sources which can be accessed from their web
site, including more detailed guidance on managing the finances of Free Schools
from the EFA.
Ofsted
Governance has become a major focus for school inspections by Ofsted. ‘Improving
governance: a training resource for schools’ is a self-guided training resource for
governing bodies that is aimed at helping them to reflect on their performance so
far and identify areas for improvement in the future.
Commercial Organisations
A number of firms, including lawyers and accountants, also provide training in
relevant areas.
Links to further information
NSN guidance on setting up a company limited by guarantee
NSN guidance on completing sections of the DfE’s application form relating to
governance can be found in our handbooks of application guidance
DfE guidance on the pre-opening stage
The governors’ handbook sets out the DfE’s expectations for governing bodies
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