Governor, Director or Trustee – what am I?

Published by Kelly Goodwin on 13 March 2017

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The terms Governor, Director and Trustee are used interchangeably for those responsible for the management of an Academy Trust and it would be easy to become confused about which one is applicable.

As an Academy Trust your legal entity is both a company limited by guarantee and an exempt charity.

Single Academy Trust (SATs)

As a SAT there are two layers of governance:

  • Members – who operate at a strategic level
  • Governors – responsible for management of the Trust.

Members are similar to shareholders in a company limited by shares. In my next article I will explain this role in more detail.

Due to the Company element of the entity set up the Governors also act as Directors for Company law purposes. This means that the Trust is subject to the filing requirements of Companies House.

All Governor appointments and resignations should therefore also be registered at Companies House. This can easily be completed by an electronic submission of an AP01 form or TM01 form respectively.

As an exempt charity the Governors also act as Trustees for Charity law purposes. However there is no filing requirement with the Charity Commission with regard to Trustee appointments or resignations.

Multi Academy Trusts (MATs)

As a MAT there is likely to be an additional layer of governance to the single model above:

  • Members – who operate at a strategic level
  • Governors – responsible for management of the Trust.
  • Local Governors – local level management.

In order to provide some much needed clarity, some MATs are now calling their local governing body “committees”.

The MAT does not need to appoint/resign the local Governor’s as Directors at Companies House in the same way as the Governors of the Trust as they have been delegated functions at a local level only.

In summary, the answer to the question posed by the title of the article is all 3. Governors of the Trust are both Directors and Trustees with regard to company and charity law respectively.

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