Academy Conversion

Academy Conversions
Academy Conversion

Sarah Taylor has worked with many Church of England schools converting to Academy over the past two years providing a friendly and cost efficient service with up to date knowledge of the possibilities for Multi Academy Trusts including Church Schools.

“Sarah has become a trusted and integral part of our team – providing timely, high quality and strategic advice. Her personal involvement and committed approach offer us an unrivalled level of service at a highly competitive price – we would not go anywhere else!” - Andy Guest, Chief Executive, Diocese of Salisbury Academy Trust.

Sarah works closely with the Dioceses of Bath & Wells and Salisbury Education Departments and has helped both to set up Multi Academy Trusts (MATs) which have taken in both Sponsored and high performing schools.

Supported by Charles Culshaw (company and commercial work and employment), and Karen Denman (assistant), Sarah leads on all Academy Conversions, attending all meetings, and delivering TUPE consultations herself.

The following sections contain some information which is specific to a MAT rather than a single academy, and the whole section on “local Governing Bodies” only relates to a MAT.

Who will be the Members and Directors of your MAT, and how will they run the Company?

The Articles of Association of the Trust Company will form its constitution and will determine how Members and Directors are appointed, and by whom.

The Articles must be approved by the Department for Education and, if you are a Church School, by your Diocesan Board of Education.

The Articles for a MAT also contain provisions referring to Local Governing Bodies (also called Local Advisory Boards or Bodies, Academy Councils etc.) to whom the powers may be delegated by the Directors (see Local Governing Bodies).

If you are a Church School, the level of Foundation Representation required will depend on your current Instrument of Government and you will need to ensure elected staff and parent representation (unless, as a MAT, you meet this requirement on your Local Governing Body (see Local Governing Bodies).

Sarah will work with you to ensure that the Articles of Association reflect your expectations of how the Trust will be run, liaising with the DfE and Diocesan Board of Education appropriately.

“Sarah’s professional support to the DBE has been invaluable. Sarah is highly responsive to need, and provides the highest quality advice and bespoke support. Sarah has won not only the confidence of DBE officers but the hard earned trust of head teachers, who comment on the way in which she makes the complicated accessible, providing outstanding service.“ - Joy Tubbs, Deputy Diocesan Director of Education, Diocese of Salisbury

Local Governing Bodies

Although on conversion to Academy within a MAT the Directors of the MAT become the statutory governing body of all of the schools within it, a single board of directors is unlikely to have the time or resources to provide effective support and scrutiny of multiple schools.

Sometimes called Local Governing Boards, Local Advisory Boards, Local Advisory Bodies or other specific terms, the model Articles for a MAT refer to “Local Governing Bodies” so we adopt that term here, shortened to “LGB”.

An LGB is a special committee created by a MAT to whom many of its powers & function as the governing body of a school within the MAT may be delegated.

Ultimately the responsibility to ensure that these powers and functions are properly exercised and discharged lies with the Directors, but equally when joining a MAT the Governing Body of the Predecessor school, parent and the wider community and, if relevant, the Diocesan Board of Education will want to know the extent to which the school will continue to be governed locally.

A robust LGB including parent and staff representation means you do not need to fill any ratio of parent or staff representation on your board of Directors (though this does not mean that cannot have any such representation at Director level too).

If you are a Church school, the ratio of Foundation Governors on your LGB should reflect your current Instrument of Government.

We can draft an LGB Constitution and Scheme of Delegation to suit you.

Employment

Whether you are setting up as a single Academy or a new MAT, or a school joining and existing MAT, you must consider Employment Policies.

The major considerations are whether you will need to make any alterations to the work force, in which case the TUPE Regulations contain strict rules on consultation of all those staff affected, or potentially affected by the conversion.

Even if you expect your staff to remain the same, you are required to consult with them under the TUPE Regulations before conversion.

You must also consider what Terms & Conditions of Employment and Employment Policies you will adopt after conversion. You may not, except in particular circumstances, change the Terms & Conditions of your existing staff after conversion, but you also need to consider whether new staff, appointed after conversion, will be on those same Terms & Conditions.

An Academy is not a party to the national consultations on Teachers Pay and Conditions, or the “Green Book” for support staff, and you are therefore not legally required to adopt any future national agreements. You must, however, continue to recognise those Trade Unions you currently recognise, and continue to consult with them. This may be done collectively with other Academies in the same local authority area, or you may make different arrangements with the Unions, but you must have a mechanism for consultation which applies to all of the schools within the same MAT.

As an academy or a MAT, you may procure HR Advice, Admin and Payroll services from any suitable provider (including your Local Authority if they provide these services to Academies).

A MAT is a single employer and should have the same Employment Policies, Union Consultation. HR Advisor and HR Admin and Payroll provider for central staff and all of its schools.

Our fixed fee includes general TUPE consultation meetings, but does not include meetings and consultation with specific individuals who are at risk of redundancy on conversion, although we can of course provide advice in these circumstances it is not considered appropriate for a solicitor to lead such consultations.

Pensions Provision

All Academies and MATs must offer the Teachers Pension Scheme for teaching staff and the Local Government Pension Scheme for support staff. The Academy Trust, as the employer, must become a Scheme Employer for both.

Commercial Transfer Agreement

This is the agreement by which all of the assets of your school (other than the land and buildings) are transferred from the current Governing Body and the Local Authority to the Academy Trust.

Assets include the equipment at the school, and all of the employees.

It is important to specify any assets which are not wholly owned by the school (for example any equipment which is leased or against which a loan is outstanding), and any potential claims against the school.

Employee data should be up to date, and you need to clarify whether there are any actual or potential employment claims against the school.

Our fixed fee includes completion of the Commercial Transfer Agreement.

Funding Agreement(s)

Our fixed fee includes completion of the Funding Agreement(s) (for a MAT there is a Master Funding Agreement and a Supplemental Funding Agreement for each school). If you are a Church of England School there are particular clauses required depending upon whether you are VA or VC.

Land & Buildings

If you are a non-Foundation community school then your site will be owned by your Local Authority who will grant a 125 year lease of the site to the MAT (or the Academy if you are not part of a MAT).

If you are a Foundation Community School then your site will be owned by your Governing Body who will transfer the freehold to the MAT (or Academy if you are not part of a MAT).

If you are a Church School then part or all of your site will be owned by Trustees, either your Diocese or Local Trustees. In order to convert, you will need a Supplemental Church Land Agreement from your Trustees granting you the right to use the site.

It is likely that your playing field will be owned by your Local Authority, who will grant a 125 year lease over their land.

Church Schools Only

If you are a Church of England School you will require consent from your Diocese to convert, and the consent will be conditional on your Diocese approving the Articles of Association of the MAT (or Academy is you are not part of a MAT), the Funding Agreements, any LGB Constitution and Scheme of Delegation and, where the Diocese is Trustee, granting the Supplemental Land Agreement.

You will be required to pay the legal costs incurred by the Diocese

This firm acts for the Dioceses of Bath & Wells and Salisbury and, provided that there is no conflict of interests (this may be established with preliminary conversations), we are able to act for both school and Diocese which usually means a significant cost saving.

Sponsored Academies

Becoming an Academy Sponsor is something of an act of faith in a school in difficulty, and in your ability to help that school improve. Becoming a Sponsored Academy means, for the school staff, parents and wider community, placing their faith in a Sponsor having already been through a testing time.

Sarah has acted for Academy Sponsors and understands the vulnerability felt by staff and governors in these circumstances, approaching the the TUPE consultations and interaction with the governors with compassion and respect.

Geography

We take a personal approach to working with schools and MATs, and attending meetings and visiting schools is an important part of that approach. Consequently, although we provide advice to organisations all over the south of England, including many in London and further east, our Academy conversion work is firmly rooted in the South West.

“Sarah has been instrumental in setting up the Bath & Wells Multi Academy Trust, providing excellent, understandable and sound legal advice during the formation and on many corporate governance issues that we have faced since.

Sarah has also been a valuable asset and has delivered nine academy conversions, both sponsored and convertor academies on time and on budget. Sarah and her team have ensured that any obstacles have been overcome and communication with us has been first class.

Having worked closely with Sarah over the last 18 months, I have no hesitation in giving her my full recommendation to anyone who is seeking her legal knowledge. Sarah is deemed to be and will always be thought of as one of our team.”
- Jason Brown, Director of Finance & Operations, Bath & Wells Multi Academy Trust