Synaptic Trust (‘the Company')
Company number: 07588104
The Companies Act 2006
Company limited by Guarantee
Non-Confidential Minutes of the meeting of the Board of Directors of the Company
Thursday 6th October 2016 at 7 pm
At
West Thornton Academy (WTA)
Keith Robinson / (‘KR’) - Chairman
Sarah Rowe / (‘SR’) - Vice-Chairman (Academy Director)
Stuart Roberts / (‘SR’) - (CEO) - Academy Director
Georgina Harvey / (‘GH’) - Academy Director
Femi Yusoof / (‘FY’) - Parent Director
Abid Mian / (‘AB’) – Director
Roger White / (‘RW’) – Director
Karen Dugan / (‘KD’) - Staff Director
IN ATTENDANCE
Clare Howarth / (‘CH’) HofS Woodside Academy
Helena Walbrook / (‘HW’) - Business Manager
Julie Newman / (‘JN’) – Clerk
APOLOGIES FOR ABSENCE
Remi Ladega / (‘RL’) – Academy Director
1. / Welcome, Apologies, Register of pecuniary interests, Declaration of Interest
Directors calendar of meetings
It was noted that notice of the meeting had been given to Directors entitled to receive it and that a quorum was present in accordance with the Company’s Articles of Association.
Welcome new Directors
The Chair welcomed new directors Abid Mian and Roger White to their first directors meeting. He also welcomed Clare Howarth, Head of School at Woodside Academy who was representing the Heads of School for this meeting.
Apologies
Directors accepted the apology of absence from Remi Ladega.
Declaration of Pecuniary Interests
All Directors present signed a Declaration of Pecuniary Interests Form, there were no interests declared.
Declarations of interest
All Directors present confirmed they had no conflicts of interest in respect of any of the matters set out in the agenda.
Code of Conduct
All Directors present signed the Code of Conduct.
Calendar of meetings
Directors accepted the dates of future meetings.
Action 1: Company Secretary to ask Remi Ladega to complete the Declaration of Pecuniary Interests and Code of Conduct form at the next Directors meeting.
2. / Election of Chair and Vice Chair
The Company Secretary had not received any nominations for Chair.
KR put himself forward as Chair. RW seconded the nomination. All Directors present agreed. KR was appointed Chair
The Company Secretary had not received any nominations for Deputy Chair.
SR said she did not wish to continue as Vice Chair.
KR nominated FY. FY agreed to the nomination. GH seconded the nomination. All Directors present agreed. Femi Yusoof was appointed Vice Chair.
3. / Minutes of the meeting held on 14th June 2016
The non-confidential minutes of the meeting held on 14th June 2016 were agreed as a true and accurate record, (subject to the change of £1 a month to £1 a week in item 7 – Health Care). The minutes were then signed by the Chair. New Directors had queries with some of the terminology and the Chair asked Stuart Roberts to send out his dictionary of acronyms.
Matters arising from the non-confidential minutes:
Action 1: Succession planning of CEO – chair to complete.
Action 2: Wellbeing Benefits Guidelines – completed.
Action 3: Amendments to evaluation form – completed.
4. / Working committee membership
- Progress Review Committee – all Directors are invited. The review would start with a presentation from the Chair of Governors supported by the Head of School followed by questions from Directors. This approach was agreed last year. The first review meeting will be held on 2nd November and directors will review the SEF Judgements and Progress of WTA and FA. The meeting will start at 6.30pm.
- Audit Committee - This committee will meet on 17thNovember to review the auditors’ report. The following Directors volunteered to join the Audit Committee: KR, SR, KD, ‘SR’ – CEO.
- Remuneration Committee – The following Directors volunteered to join the Remuneration committee: KR, RW, GH, FY.
5. / Governance
- Changes to the Governing Bodies
In September 2017 most directors and governors of WTA and FA terms of office will expire and succession planning for new governors needs to be in place. The Chair of Director’s has started to recruit new governors. Members have already appointed three new directors and directors have appointed three new governors at WTA and two new governors at FA. In addition,a new governing body was created for TSNA and a reconstituted governing body with additional new governors was formed at Woodside Academy. All new governors complete an application form and submit to a DBS check. The Chair has so far met with every prospective governor and spoken about the Trust’s expectations. The large number of appointments means that this has been a major task.
In September 2017, Members decided that no one will be able to hold a dual post of Director andgovernor within the Trust. Anyone holding dual posts will need to decide if they wish to continue as a Director or a governor. Directors who are also governors have been requested to inform the Company Secretary of their decision by the end of January 2017.
6. / Performance Management
- CEO’s Performance Management panel
Members of the Performance Management panel will be KR, GH and AM. The Chair needs to agree a suitable meeting date and inform the CEO and the panel. The panel will be supported by an external adviser. - Heads of School Performance Management Review
The performance review of each HofS is to be carried out by three governors and an external advisor. Previously, the advisor was the CEO but as the Trust grows directors agreed that it would be good practice to use an external advisor. Directors asked who the advisor would be. SR – CEO said advisors were hard to find and would typically be Ofsted inspectors, ex heads of school or a CEO of a MAT. SR – CEOhas a list of advisors who could be approached by each school. The Chair reminded directors that each school would have to pay the consultancy fee for the advisor they appoint.
SR – CEOhas had input in setting the performance targetsfor each HofS. The panel will then need to agree the performance targets. The HofS needs to present evidence to the panel that they have met their performance targets in order to move up a point or a range.
Directors approved the use of external consultants for the performance management of HofS. SR – CEOwill recommend a consultant. Academies will be responsible for the cost of the consultant.
- Appraisal Policy
Directorsasked if the appraisal only happened once a year. SR-CEO said it is a rigorous two-way process that is on-going throughout the year. The process and outcomes of the appraisal are agreed by both.
Directors resolved to approve and accept the appraisal policy for all staff within the Trust.
7. / CEO and Principal’s Report
The CEO presented his report to Directors and asked for questions.
- Woodside Academy conversion and OFSTED
GHsaid she thought the communication regarding Woodside Academy’s OFSTED outcome was poor, she found out in the press and felt that this should have been communicated to the Trust Directors before it appeared in the press. GH said the CEOs due diligence reportprior to the conversion had graded Woodside as good and therefore she was concerned that it had now been graded RI by OFSTED.
RW said he had visited Woodside and had spoken with the HofS and had discussed the improvements that the academy had made since the previous inspection andwas satisfied with the progress they were making. Directors asked when OFSTED would return to Woodside and what the SR thought the result would be. SR – CEO said OFSTED would not return for at least 30 months and if they did come back now the grade would be ‘good’.
GH queried the OFSTED of ‘Outstanding’ for Forest Academy. SR – CEOsaid this was a typographical error as Forest Academy were awarded ‘good’ not ‘outstanding’ in their last OFSTED.
A discussion took place onthe results of the SATs 2016. FA’s Key Stage 2 results were poor. Directors expressed concern at the results and asked what was being done to ensure results improved. They noted the good result for writing but also the poor result for combined (reading, writing and math) when compared with Nationalexpectations. SR-CEO said this had been discussed with the HofS and Chair of Governors and actions plans were in place so this would not happen again. KR said all senior leaders and the governors at FA were very disappointed and upset at the results, they were all determined to improve them for 2017.
Directors asked what 0/-5 meant and how FA compared to this figure. SR – CEOexplained that ‘0’ was the expected rate of progress, so a negative figure indicated that progress was below expectations whilst a positive figure meant aboveexpectations progress. Anything below ‘-5’ would be below threshold.Directors noted that FA had performed very well in Writing with a score of 3.8 and said if the school could achieve this in writing then Directors would them to expect this in other subjects.
Directors discussed the results at WTA which were mixed with disappointing SPAG and Math year 6 SATs results whilst writing and reading results were much better. GH saidEnglish was not the first language for about 80% of the children at WTA. KR pointed out that all the academies within the trust had pupils whose starting points would be below the national averages and posed challenges for leaders such as high EAL levels. Directors said academies within the Trust should learn from each other and share good practice.
Directors noted the poor Math results across the Trust and asked what was being done to improve this area of learning. SR – CEO said that children had not had enough practice in numerical reasoning which was a new element in the SATs. The tests were set at a very high level, some parts were at a level previously considered to be the expectation for Year 7 and 8 also the curriculum was new and it had not fully been embedded.
SR – CEO said the poor results were not acceptable as other schools across the country had managed to get good results.SR – CEO said the Trust would improve the results and now had a numeracy team looking at improving maths teaching across the Trust. There was a Year 6 math group focusing on ways to improve maths in Year 6. SR-CEOhad challenge meetings with all HofS every three weeks to review pupils’ progress. Directors asked if the SEF is updated based on results. SR – CEO said it was a self-evaluation and it would be updated on a regular basis.
- Core priorities
AM asked how core priorities were decided upon and if they were different for each academy. SR – CEO said they would be different for each academy. The HofS, leadership team and governing body decide the core priorities and they are based upon areas that need improvement. AM asked if they changed throughout the year and how Directors would be updated on progress across the Trust. SR – CEO said they would normally last for a year and progress would be shown in the CEO report each term. KR also reminded directors that governors were directly responsible for pupils progress in their schools and that the Directors SEF Review would give directors the chance to directly challenge the Chair of Governors and HofS. - TSNA
SR – CEO said this was a sponsored conversion and prior to joining the Trust results were on a downward spiral. The staff are very positive about the changes that had been made and welcomed the additional training being provided. There was a new team in Key Stage 1 who produced some good results this year. - Woodside
One of the key priority is to improve attendance to 96.5%, this week it was 96.27%. FY asked if there were a lot of disadvantaged children at the Woodside and what the Trust was doing to help inspire this group. SR – CEO said there were a lot of disadvantaged children at Woodside and within all of the academies in the Trust. SR – CEO said the Trust had a lot of programmes in place to engage with parents and foster ambition. He encouraged Directors to visit the academies to talk to staff and learn more about the inspirational programmes that foster ambition with the children and parents. Academies in the Trust provide workshops to teach parents how they can help their children for example phonic workshops and to help Dad’s engage with their childrenthere have been sessions led by ‘Men of Valour’.
- Canterbury Road Annexe
KD said the temporary school buildings, although of a good quality, were situated in a park. There are concerns about the security as the families had to walk through the park to get to the annexe and especially as it starts to get dark early there is no lighting in the park. RW said he had visited the site late afternoon and had seen first-hand the lack of security and potential danger to parents, carers and the pupils at the Hub. Directors asked if the Trust should contact the LA insisting that security needed to be improved. KD said they had contacted the police but they had not been very helpful. GH said she would try to put pressure on the local police. KD said planning permission for the new build should be obtained on 25th October. The project managers have said the permanent building should be ready in January 2018. This will mean there will be three year groups at the temporary site for one term. This is not satisfactory as the temporary building is not big enough. She said they were waiting on the LA to come back with a solution. - Funding Agency Letter
SR – CEO handed out a copy of a letter he had received from the EFA. The letter was sent to all Accounting Officers to remind them of expected standards. SR asked Directors to read Annex A which specified the expectations of Directors and governors. - Financial Issues - Risk Register
This needs to be revisited and KRsuggested that we seek a professional to help us develop the register and then we can update it.
Directors agreed to pay for a consultant to develop a Risk Register so the Trust could keep it updated. - Top Slicing
Currently the top slice is 4% but may rise to 6%. The Trust should start to see savings being made by buying in joint services for all academies. The 6% will make the Trust more financially effective and ensure value for money. KR said the Trust would need to look to strengthen the Trust leadership team and they may have to recruit a deputy CEO. - Executive Committee
Thisis a meeting of all the Heads of School with the SR – CEO, it happens every half term and is an opportunity for Heads to share ideas. SR – CEOfelt it has been very successful. This group organised a joint inset day for all academies which was well received by all staff. - Improving the effectiveness of Governing Bodies
SR – CEO said there is a need to improve governors’ skills and has put in place a programme of governor training which will also allow experienced governors to share their skills. He will be reviewing FGB and committee minutes to ensure governing bodies are covering all aspects of governance and are challenging in the best interest of improving the school and the results. He has reviewed WTA and has made recommendations for change. He will shortly be reviewing FA and then TSNA.