Transcript Slide 1

EDUCATION BUILDING AND DEVELOPMENT OFFICERS GROUP (EBDOG)
CONFERENCE 2012
‘Academies – A legal perspective for Local Authorities’
FOOT ANSTEY SOLICITORS
Why are we here?
AIM OF THE SESSION
•
To gain a better general understanding of what Academies are and;
•
To understand the legal process of transition, and;
•
To understand the land and property implications for you as Building and
Development officers
GOVERNANCE MODELS & OPTIONS – MAINTAINED OR SPECIAL
Conversion
Options
Standard
Models
•
•
Community
Voluntary
Controlled
•
Voluntary
Aided
1. Foundation (without
6. Academies
a foundation)
Single Academy
2. “Soft” federation
Multi-Academy
(collaboration)
-
3. “Hard” federation
-
4. Trust
-
Single school
Multi-school
5. Cooperative Trust
Collaborative
Partnership
Umbrella Trust
Academy Cluster
VA & VC/Community
Academy Cluster
Cooperative Academy
Sponsored Academy
Academies
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Academies are centrally state-maintained but independently-run schools
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Established by Labour as a way of turning around the worst performing Schools
and schools in disadvantaged areas
•
Academies Act 2010
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Opened up the Academies programme for primary, secondary and special schools
to apply to become Academies either independently or as Academy chains or
clusters
ACADEMIES – legal entity
•
Academies are new legal entities
•
Academies are charitable companies limited by guarantee
- purpose and powers enshrined in the Memorandum and Articles of Association of
the Company.
WHAT ACADEMIES ARE NOT….
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Academies are NOT Independent Schools in the same sense as Private
Independent Schools.
•
Subject to legislation, regulations and rules
THE LEGAL PROCESS OF CONVERSION
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5 Main areas:
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Governance
•
Property
•
Employment
•
Funding
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Transfer of non-property assets
THE LEGAL PROCESS OF CONVERSION – GOVERNANCE (1)
The Academy Trust (see next slide)
-
School (aka Academy)
-
Company registered at Companies House & governed
by Articles of Association
Enters into Funding Agreement with Secretary of State
to receive 100% funding direct instead of via the LA with
up to 10% top-slice deducted
Responsible for the running of the school
Employ staff
Admissions authority
Own land and buildings (either freehold or 125 yr lease)
Strategic direction, accountable, critical friend
Corporate body with separate legal identity
‘Excepted’ charitable status
Principal
-
Responsibility for the day-to-day management of all
aspects of the school
Delegates duties to other senior leaders and staff
Articles may
allow LA to
appoint up
to 1
Governor
but not
compulsory
LA has no
formal role
Academies
receive
funding
direct from
central
government
(EFA)
THE LEGAL PROCESS OF CONVERSION – The Academy Trust
ACADEMY TRUST
Company registered at Companies House & governed by Articles of Association
Enters into a Funding Agreement with Secretary of State
Directors / Governors / Trustees (“the Board”)
Responsible for overseeing the day to day running of the Academy
Usually the same people as are sat on the existing Governing Body
Members
“Guardians" of the company
Certain residual powers reserved to them in Articles
Provide a "guarantee" of £10 towards the debts of the Academy Trust in
the event it is wound up and cannot pay its debts
THE LEGAL PROCESS OF CONVERSION – The Academy Trust
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Members
• Must include Chair of Governors
• Also normally includes Principal and other Directors/Governors/Trustees
• Where school was previously VA / VC the Church will expect representation at Member
and Director/Governor/Trustee level
•
Company Secretary
• Responsible for the smooth administration of the company
• Role includes keeping minutes of meetings, calling Members and Directors meetings,
filing documents at Companies House and ensuring statutory registers are maintained
MULTI-ACADEMY: COLLABORATIVE PARTNERSHIP
COLLABORATIVE PARTNERSHIP
Written agreement(s) in place between the academies aimed at raising
standards across the partnership
SCHOOL 1
SCHOOL 2
SCHOOL 3
ACADEMY TRUST
ACADEMY TRUST
ACADEMY TRUST
Governed by own
Governed by own
Governed by own
Articles
Articles
Articles
of Association &
of Association &
of Association &
Funding Agreement
Funding Agreement
Funding Agreement
Similar to
“soft”
federation
MULTI-ACADEMY: UMBRELLA TRUST
UMBRELLA TRUST
Same model as ‘The Trust’ in a Trust school (Directors/Trustees & Members etc)
Directors/Trustees & Members likely to be made up of representatives of schools & possibly external partners
Directors/Trustees have power to elect majority or minority of the Governors/Directors/Trustees of each
academy’s Academy Trust (to be determined before conversion)
SCHOOL 1
SCHOOL 2
SCHOOL 3
ACADEMY TRUST
ACADEMY TRUST
ACADEMY TRUST
Governed by Articles
Governed by Articles
Governed by Articles
of Association but own
of Association but
of Association but
Funding
own Funding
own Funding
Agreement
Agreement
Agreement
Similar to multischool trust
MULTI-ACADEMY: ACADEMY CLUSTER
ACADEMY TRUST
DIRECTORS
MEMBERS
Governed by Articles of Association
& Funding Agreement for
Academy Trust
SCHOOL 1
SCHOOL 2
SCHOOL 3
LOCAL
LOCAL
LOCAL
GOVERNING
GOVERNING
GOVERNING
BODY OR
BODY OR
BODY OR
ADVISORY BODY
ADVISORY BODY
ADVISORY BODY
MULTI-ACADEMY: VA & VC/COMMUNITY ACADEMY CLUSTER
PARTNERSHIP AGREEMENT
VC ACADEMY TRUST & COMMUNITY
VA ACADEMY TRUST
DIRECTORS & MEMBERS
DIRECTORS & MEMBERS
Governed by Articles & Funding Agreement
Governed by Articles & Funding Agreement
SCHOOL 1
SCHOOL 2
SCHOOL 3
SCHOOL 4
LOCAL
LOCAL
LOCAL
LOCAL
GOVERNING
GOVERNING
GOVERNING
GOVERNING
BODY OR
BODY OR
BODY OR
BODY OR
ADVISORY BODY
ADVISORY BODY
ADVISORY BODY
ADVISORY BODY
THE LEGAL PROCESS OF CONVERSION – Property (2)
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The Interest in land passes to the AT
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Trust/Foundation Schools
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Community Schools
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VA and VC Schools
THE LEGAL PROCESS OF CONVERSION - Property (2)
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Identify land – the extent of it
•
Investigate title – registered and non-registered information
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Check Trust document (VC + VA)
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Report on title etc
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Draft Transfer Deed/Lease/Supplemental Agreement
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Complete and register with the Land Registry
THE LEGAL PROCESS OF CONVERSION – Employment (3)
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Community Schools/VC Schools
LA
AT
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Foundation/Trust Schools/VA Schools
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Governing Body
AT
THE LEGAL PROCESS OF CONVERSION - Employment
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Staff protected from changes by TUPE for transition unless ‘economic’ technical or
organisational reasons entailing changes in the workforce.
•
May need consultation if ‘material’ measures anticipated
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New staff not bound by School Teachers pay and conditions – beware 2 Tier
structuring
THE LEGAL PROCESS OF CONVERSION - Pensions
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Teachers = the same. Unfunded ‘pay as you go’ type scheme
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Support Staff = LGPS. AT takes on the liability for deficit and on-going contributions
THE LEGAL PROCESS OF CONVERSION - Funding (4)
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Agreement between AT and Secretary of State
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‘Bums on seats’
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Capital Grant, GAG, EAG
THE LEGAL PROCESS OF CONVERSION – Asset Transfer (5)
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A Commercial transfer agreement transferring non-property assets from LA
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AT going forward enters into contracts with suppliers in its own name
AT
LAND AND PROPERTY IMPLICATIONS
•
Trust Schools
)
Freehold
•
Foundation Schools
)
)
•
VA Schools
)
Licence
•
Community and VC Schools
With LA Land
)
)
Leasehold
LAND AND PROPERTY IMPLICATIONS - Leasehold
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Landlord and Tenant relationship within the objects clause of the M & A’s
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Key areas:
•
•
•
•
•
Use
Dealings
Insurance
Repair
CRC’s
LAND AND PROPERTY IMPLICATIONS SERVICES
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Academies can buy their services where they like; e.g. other LA, same LA, Private
providers.
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Academies can set up their own trading subsidiary company’s to supply other
Schools e.g. Catering
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Multi-academies can ‘self-supply’ e.g. maintenance provision
GOING FORWARD
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Increase in sponsored Academies
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Challenges and Opportunities for LA;s
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Education Act 2011
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September 2012 bottom 2 Ofsted gradings legally eligible for ministerial
intervention and ‘Academisation’
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They are here to stay!
THANK YOU