Synaptic Trust (‘the Company')
Company number: 07588104
The Companies Act 2006
Company limited by Guarantee

Tuesday, 14th 2016 at 7 pm

At

West Thornton Academy (WTA)

Non-Confidential Minutes of the meeting of the Board of Directors of the Company

PRESENT
Keith Robinson / (‘KR’) - Chairman
Stuart Roberts / (‘SR’) - (CEO) - Academy Director
Georgina Harvey / (‘GH’) - Academy Director
Femi Yusoof / (‘FY’) - Parent Director
Myra Prahalad / (‘MP’) - Parent Director
Karen Dugan / (‘KD’) - Staff Director
IN ATTENDANCE
John Landeryou / (‘JL’) – Member
Stephen Schwartz / (‘SS’) - Head of School TSNA
Helena Walbrook / (‘HW’) - Business Manager
Julie Newman / (‘JN’) – Clerk
APOLOGIES FOR ABSENCE
Michael George / (‘MG’) – Academy Director
Sarah Rowe / (‘SR’) - Vice-Chairman (Academy Director)
1. / Apologies – Directors’ Formal Approval of Absence
Declaration of Interest
It was noted that notice of the meeting had been given to the Directors entitled to receive it and that a quorum was present in accordance with the Company’s Articles of Association.
Apologies
It was noted that two apologies for absence had been received see above.
The Directors confirmed they had no conflicts of interest in respect of any of the matters set out in the agenda.
2. / Minutes of the meeting held on 28th January 2016
The non-confidential minutes of the meeting held on 28th January 2016 were agreed as a true and accurate record and signed by the Chair.
Matters arising from the non-confidential minutes:
·  Action 1: Completed.
·  Action 2: Completed.
·  Action 3 – Completed.
·  Action 4 – Completed. See item 5.
·  Action 5 – Completed
·  Action 6 – Completed
·  Action 7 – Completed
3. / CEO and Principal’s Report
The CEO and Principal’s Report had been emailed to Directors to review. The CEO asked if Directors had any questions.
Improving Educational Results
West Thornton had an SSR in May and the team agreed with their SEF grades. Directors asked who conducted the SSR and if it was independent. The CEO said it was carried out by Trust staff outside of the academy being inspected. Directors asked how this process will work. The CEO said he would set targets in the Autumn and the SSR would be in the Spring term. In the Summer term there will be a review of the year to see if the academies are meeting the targets that have been set. Directors asked what would happen if targets were not being met. The Chair said if there were concerns about academies not meeting targets it would be the Directors responsibility to challenge the CEO and an external body could be brought in.
The report also had the outcomes of a SEF review for FA and TSNA. Directors queried the SEF for TSNA which showed ‘good’ for ‘Effectiveness of leadership and management’ and ‘requires improvement’ for some other areas. Directors thought this was an unlikely grading profile. The HofS at TSNA agreed this was an unlikely grading but explained the leadership team were new to the school and he judged the leadership team in place was good but as yet had not had time to turn the results around in such a short time. The CEO agreed with this judgement. He believed the team have the capacity to turn the school around. The Chair also said FA was a real example as Ofsted had graded leadership as outstanding and other areas as only good.
The CEO asked Directors if they would find any additional information helpful. Directors said they would like to have more trend and benchmarking data and felt the information needed to have more consistency between the academies. They also suggested attendance figures could be included.
Woodside Conversion
This is going ahead smoothly. The legal side should be completed on 1st August and the conversion completed on 1st September.
Potential schools
One school has approached the Trust. The CEO explained to Directors the reasons why he would not recommend this school joins the Trust. Directors agreed with his reasons.
Cypress Primary are doing due diligence on the possible entry into the Trust. They visited WTA and were very impressed with what they had seen. Cypress Primary are also looking at other MATs. The CEO is yet to carry out a due diligence on Cypress Primary however the CEO said if they want to join the Trust Directors would have to approve the recommendation.
Canterbury Road Annexe
There is a strong suggestion that they will still be in the temporary accommodation until the end of 2017. The site is problematic because there are access issues for rubbish collection, meals delivery and emergency services to the site which the LA say they will deal with. The New Build is moving slowly and we are still waiting for planning permission.
Executive committee
This has been very successful with HoS’s sharing aims and working together.
Training
The CEO said governors have been informed that they will all need to complete the six training units over four years. Directors asked if they were required to complete training. The CEO and the Chair said the Directors role was less hands on and more strategic. Some Directors thought the governors training may benefit Directors who don’t have a background in education. The CEO said he would extend the invitation to Directors but it would be optional. The CEO and Chair said they would consider developing a course for Directors to introduce next year.
Health and Safety
The CEO has completed a health and safety audit on all schools including Woodside. These will be carried out annually.
Trust Growth Plan
There were no questions on the detailed growth plan.
4. / Business Manager Report
The Business Manager presented her report to Directors and asked for questions.
Audit
The Auditors have been at each academy for two days. The BM will share the interim audit management letter with Directors as soon as it is received.
Income and Expenditure
The BM said she was expecting healthy carry forwards for each academy from 2015/16 this will help any projects from 2016/17. The carry forward for each academy is being reflected in the 2016 reports.
Trust Contracts
We are offering an Employee Assistance Programme for all staff across the Trust. A discount has been secured for trust membership of The Key. As a Trust we will get a better deal and each school will pay £1,200 instead of £2,400.
Pay Roll
The BM said she was seeking Director’s approval to switch our payroll and HR consultancy services as she does not feel the pay slips and reporting are very comprehensive. Also there had been problems with HR. The BM presented the estimates for Payroll and HR Consultancy from three companies. See addendum A. The BM invited Directors to review the file that contained more detailed information on the companies tendering for the services. The BM recommends Strictly Education for both services.
The Directors resolved to agree the estimate from Strictly Education for the Payroll and HR Consultancy services.
Budgeting process
The BM said she had been running a parallel budgeting system with JCA and she was now confident that she can release the need to have monthly budgeting visits from them. Directors said they were pleased to hear this however they were concerned that this may lead to more work for the BM. And she needed to be sure that the Assistant Business Managers would be able carry out this work. Therefore stopping the support from JCA should be delayed until directors are confident that no extra work would fall on the BM.
Future Projects
Summer works in all three schools will take place over July to August.
Fixed Asset Register
A Full Fixed Asset Register has been produced for WTA and FA. This was signed by the Chair of the Board of Directors. In the future all Chairs of Governors of academies in the Trust would sign these off every year.
Finance Manual
An updated Manual has been produced by the BM. Some further amendments are needed. Once this is completed it will then be emailed to all Directors.
Synaptic Trust Budget
The BM said to fund the Synaptic Trust Central Budget she recommends we should top slice 3% or 4% from each academy’s GAG funding. She had produced a proposed income and expenditure report and the total expenditure was £377,140.
Directors resolved to agree to a 4% top slice from all academies in the Trust for 2016-17.
The BM said the Synaptic Trust Budget included a new role of Finance Manager. The Finance Manager would support the BM and all the academies. It would provide extra capacity and resilience for the Trust. The Budget also included School to school support. The CEO said this was a position he would be looking to fill shortly if directors agreed. The chair said that there will be a need to put in place some strategic planning to support and replace the CEO should he either leave or be incapacitated.
ACTION 1: The chair will come back to directors with proposals for this.
Directors agreed to the new position of a Finance Manager.
5. / Chairs Report
Update from Members meeting - Changes to Board of Directors
The Chair informed Directors that Members had resolved to agree that going forward Directors cannot be both a governor and a director.
Members also resolved to remove the requirement to have a Parent Director. In future when the Trust were looking for Directors they would advertise the position in all academies but any appointment would be based on the person having the skills the Board require.
The Chair said as the Trust grows the responsibility and accountable for the Trust will increase and therefore they may need to hold more meetings.
The Synaptic Trust Conference
The Chair said he would like to have a Trust Conference at the start of the new academic year to share the Trusts vision and priorities for the new year. This would include a presentation form the Chair and the CEO. It would also be a good forum for discussion and networking. He thought invitees should include: Members, Directors, Chair of Governors, Head of Schools and Vice Chairs. The Business Manager and Company Secretary would also be invited. He asked Directors if they thought this would be a worthwhile event.
Directors agreed this would be a good event for the Trust to have.
The Chair asked Directors views on a venue. Directors suggested a local hotel and agreed the cost would be covered by the central Synaptic Trust budget.
The Conference will start at 6pm on the 14th September.
Calendar
The Chair said he needed to amend some of the dates and would issue a new copy. He asked Directors to put the dates in their diaries as he would be looking for full attendance.
New Governors
The Chair said there was a need to continue to strengthen the governing bodies especially as two governing bodies would be reconstituted in September 2017. He had met recently with the HofS at WTA and FA and he outlined four governor candidates. They all had varied skills. They are Kay Hancock, Stephen Henderson, Cheryl Lauder and Anna Thomas.
Directors resolved to appoint the four candidates as Governors within the Trust. The Chairs of Governors will decide which academy they will join.
The Chair said at TSNA he had interviewed a Parent Governor Leila Baker and wanted the Directors approval to appoint her.
Directors resolved to appoint Leila Baker as a Parent Governor at TSNA.
The Chair informed Directors that there were only two Governors on the governing body at Woodside had agreed to transfer to the new governing body on conversion. He will therefore need to recruit some new governors and he will ask for director’s approval by email.
Directors agreed to this.
6. / Changes to the Code of Conduct
The Chair had previously emailed the amended Code of Conduct to all Directors for review. Directors did not suggest any alterations. The Chair asked for approval of the Code of Conduct.
Directors resolved to approve the new Code of Conduct.
7. / Remuneration Committee
The Chair updated Directors on the Remuneration Committee meeting. He said the Remuneration Committee had considered a further 1% increase to salary of all staff within the Trust but directors thought that the available money should be used to retain and reward teachers. The committee recommends that the Board approve a 1% retention and loyalty payment for teachers with at least three years’ employment in academies across the Trust to commence in September 2016.
Directors resolved to approve a 1% retention and loyalty payment for teachers with at least three years’ employment.
Staff welfare
The Remuneration Committee recommends the Board approve a Wellbeing Benefits fund of up to £10k annually per academy. There was discussion about ‘value for money’. Directors agreed there needed to be strict guidelines on how the fund can be spent. The HofS and the Chair of Governors would be responsible for this expenditure and ensure the guidelines were followed. They will be challenged by the Board on what it is used for.
Directors resolved to approve a Wellbeing Benefits package of up to £10k annually from the individual academy’s budget.
Action 2 : The Chair to email Chair of Governors with the Trust with the guidelines.
Health Care
Directors had a discussion about offering Simply Health to all employees. This would cost £1 a month per employee. Simply Health also offer members the chance to upgrade to include family members.
Directors agreed in principal to the Trust making a contribution of £1 per employee a month to Simply Health for all staff.
8. / Agree Terms of Reference
The Chair had emailed a copy of the Terms of Reference for the Directors Academy Evaluation Committee to all directors for comment. Directors thought this was a good format to enable them to develop their understanding and knowledge of all of the academies. They agreed to the quorum of two directors including the CEO. Directors suggested this forum could also be used to celebrate success.
Directors approved the Terms of Reference. Directors approved the Evaluation Form subject to some changes to be made by the Chair.
Action 3 : The Chair to make necessary amendments to the Evaluation Form and email the final copy to the Chair a TSNA.
The first Evaluation will be carried out on TSNA. This will be on 12th July at 6.30pm at WTA. The Chair at TSNA will be responsible for the presentation and will be supported by the HofS.
9. / Attendance of Directors and Governors
This data will be presented at the next Directors meeting.
10. / Agenda Items for Governing Bodies
It was noted that academies had included the agenda items and all summer term FGBs have been completed.
11. / Any other business
There was no business for discussion.
12. / Confidentiality
There were no confidential matters discussed.
13. / Date of Next meetings
·  The Chair closed the meeting at 9.25pm.
·  Dates of next meetings
- Synaptic Conference Wednesday, 14th September
- Board of Directors – Thursday, 6th October
-  Academy Progress Committee – Thursday 3rd November
-  Board of Directors – Thursday 8th December

Signed by Chair …………………………………………………………….………………………