The Memorandum of Association of ONE (Owl North East) Trust indicate that each of those who subscribed to this memorandum of association to form a company under the Companies Act 2006 and agreed to become a member.

Our academy trust recognises the DfE’s strong preference that trusts should have at least five members to provide a diverse range of perspectives and ensure members can take decisions via special resolution without requiring unanimity.

Our ONE Trust Members are the legal subscribers to the memorandum of association - they have the following duties:

• may amend the articles of association subject to any restrictions created by the funding agreement or charity law
• may, by special resolution, appoint new members or remove existing members other than, where there is one, the foundation/sponsor body and any members it has appointed
• have powers to appoint trustees as set out in the trust’s articles of association and powers under the Companies Act 2006 to remove trustees.
• may, by special resolution, issue direction to the trustees to take a specific action
• appoint the trust’s external auditors and receive (but do not sign) the audited annual report and accounts (subject to the Companies Act)
• have power to change the company’s name and, ultimately, wind it up.

It is important for the 5 members to be kept informed by trustees about Trust business so they can be assured that the board is exercising effective governance.

If the governance of the Trust by the Board of Trustees becomes dysfunctional, the members will have a strong interest in ensuring the board has plans to address the issues, or otherwise to remove the board or individual trustees and re-appoint trustees with the skills necessary for effective governance.

This board is the principal decision-making body of our organisation. The trustees take decisions about the organisation's strategic direction and have oversight of its activities. These responsibilities are set by law and in the organisation's governing document (Articles of Association).

The Trustees must apply the highest standards of conduct and ensure robust governance, as these are critical for effective financial management. They should follow the DfE Governance Handbook which describes the following features of effective governance in more detail and will aid compliance with the DfE Academy Trust Handbook (also known as The Academies Financial Handbook):

• strategic leadership that sets and champions vision, ethos, and strategy
• accountability that drives up educational standards and financial performance
• people with the right skills, experience, qualities, and capacity
• structures that reinforce clearly defined roles and responsibilities
• compliance with statutory and contractual requirements
• evaluation of governance to monitor and improve its quality and impact.

Trustees must comply with the trust's charitable objects, with company and charity law, and with their contractual obligations under the funding agreement. Company directors' duties are described in sections 170 to 181 of the Companies Act 2006, but in summary are to:

• act within their powers
• promote the success of the company
• exercise independent judgement
• exercise reasonable care, skill, and diligence
• avoid conflicts of interest
• not accept benefits from third parties
• declare interest in proposed transactions or arrangements.

As an organisation, the trust has a range of obligations under current legislation and statutory guidance. Trusts’ obligations include such matters as safeguarding, health and safety and estates management. Ensuring strong governance in these areas will be a key priority for the board.

The Finance, Audit and Risk (FAR) Committee advises the board on the adequacy of the trust’s internal control framework and to consider the results and quality of external audit. The FAR Committee Terms of Reference are written for the dedicated FAR committee.

The Board of Trustees retains oversight through our written Scheme of Delegation of financial powers that maintains robust internal controls, and will be accountable for the functions delegated and the appropriate use of those powers. The FAR Committee will report to the board on the nature and content of discussion, on recommendations, and on actions to be taken.

The Academies Financial Handbook requires trusts to have a programme of internal scrutiny to provide independent assurance to the board that its financial and non-financial controls and risk management procedures are operating effectively.

The key aim of the FAR Committee is to provide oversight and assurance as to the effectiveness and robustness of the academy trust’s governance, financial controls and risk management systems. The committee’s work and assessment of the findings should be reported to the full board of the academy trust and the Accounting Officer on a termly and annual cycle. The committee’s oversight must include all schools within the MAT.

The academy Trust must maintain adequate and accurate accounting records and prepare the Trust’s annual report and accounts in accordance with the Charities SORP and ESFA’s Academies Accounts. Those accounts must be audited and submitted to ESFA by 31 December, published on the academy Trust’s website a month later, filed with Companies House by 31 May and provided to every member and anyone else requesting copies.

The internal auditor must provide the FAR Committee with a report prior to the academy Trust submitting its report to ESFA by 31 December each year. The FAR Committee will report to the full Trustee Board termly. The AFH also requires internal audit to provide an annual summary report to the audit and risk committee before 31 August each year and ensure findings are available to all trustees promptly.

The role of the P&C Committee is to support trustees to focus on holding academy leaders to account for the educational performance of the academy and its pupils, and the performance management of staff. The P&C Committee will report to the Trust Board on the nature and content of discussion, on recommendations, and on actions to be taken.

The P&C Committee will be responsible for ensuring that educational standards across the academy, such as the curriculum and its delivery, are set, maintained, and achieved. The committee will hold the academy to account for the educational outcomes of all pupils. By

monitoring and reviewing the curriculum and attainment of all pupils using assessment data, the committee aims to address and identify any areas of success, development, or concern. The goal of the committee is to work to ensure pupils’ needs are met and that they can reach their academic potential, regardless of their background.

The function of the committee is to advise the rest of the Trust Board on matters relating to education, including:

• Monitoring the standards and progress of pupils.
• Using attainment and achievement data provided to evaluate the impact of teaching and learning on the levels of attainment.
• Monitoring the progress of pupils and reporting this information back to the headteacher and Trust Board, advising them in respect of targets for pupil achievement.
• Analysing performance trends against LA and national trends.
• Mapping performance and progress data against set national standards.
• Ensuring academy leaders construct a curriculum that is ambitious and designed to give all pupils, particularly the most disadvantaged and those with SEND or high needs, the knowledge and cultural capital they need to succeed in life.
• Ensuring the curriculum is broad, balanced, and effective, using a variety of sources in order to improve it.
• Having knowledge of the educational needs of pupils within the academy and monitoring pupil performance data of specific groups of pupils, e.g., pupils with SEND.
• Understanding the targets that have been set within the trust and challenging any areas for concern or underperformance against these targets and any other expectations.
• Reviewing relevant policies relating to standards, e.g., behaviour, assessment and attendance policies, and recommending amendments to the Trust Board.
• Reviewing all policies relating to curriculum and assessment, including the RSHE Policy, including recommendations, where necessary, about content and delivery.
• Ensuring that there are effective procedures in place across the academy in relation to pupil support, attendance and behaviour management and rewards.
• Remaining informed on the attendance rate of the academy and ensuring that there are procedures in place to fulfil statutory requirements, especially regarding pupils missing education, e.g. through persistent absenteeism.
• Monitoring how teachers and subject leaders use assessment, ensuring that it embeds and uses knowledge fluently or checks understanding and informs teaching - it is not used in a way that creates unnecessary burdens for staff or pupils.
• Obtaining progress reports from other academies within the Trust of post-Ofsted action plans and other formal evaluation reports related to the quality and effectiveness of learning within the Trust, to further inform and develop any improvement plans and strategies.
• Ensuring that there are effective procedures in place for the quality assurance of teaching and learning, the curriculum, inclusion, and the sharing of good practice across the academy and Trust.
• Ensuring the highest possible standards are set, achieved, and maintained.
• Identifying areas of concern and strength regarding performance and standards, monitoring agreed action plans, and reporting progress to the Trust Board, where necessary.
• Liaising with the FAR committee to take an integrated approach to curriculum and financial planning, ensuring the best curriculum possible is planned for pupils and the Trust’s educational priorities can be delivered with the funding available.
• Ensuring parents are kept informed of their child’s progress, including the annual reporting of assessment and examination results.
• Reviewing its own progress on a regular basis, taking into account its own performance, constitution and these terms of reference to make sure that the committee is operating at its full potential.

The Trustees have appointed committees to be known as Local Governing Bodies for each academy and may establish any other committee. The role of the LGB within a multi- academy trust is one in providing local governance as well as aiding the trustees in the fulfilment of their duties.

The LGBs role is to provide focused governance for our academies at a local level. It will also monitor the academy’s key performance indicators and act as a critical friend to the Head Teacher, providing support and challenge where appropriate.

The LGB will also play a major part in establishing the individual ethos of the school as well as representing the views of the academy’s stakeholders.

The LGB role is clearly defined within the Scheme of Delegation with terms of reference empowering LGB members to fulfil their role with confidence. The Scheme of Delegation identifies the responsibility of the LGBs for making the decision - at one end of the spectrum their role is as an advisory body whilst at the other end it has delegated decision-making power.

Their remit as a committee of the Trustee Board includes specific decision-making responsibility for the following:

• Establishing individual school ethos and character
• Adopting policies delegated by Trust Board
• Agreeing school-level equality objectives and annual information statement
• Agreeing the dates of non-teaching days equivalent to teacher training days
• Agreeing the times of school sessions
• Deciding to offer or refuse statutory age admissions if not via Fair Access Protocol
• Deciding requests to admit outside of normal age group for statutory age admissions
• Reviewing headteacher’s decision for relevant exclusions and suspensions
• Considering reinstatement of an excluded pupil when directed or recommended by an independent review panel
• Approving all other statutory information reports of a school before publication, as relevant e.g., pupil premium/recovery premium, primary PE and sports funding
• Authorising of expenses in accordance with the Travel and Subsistence Policy
• Expend certain funds of the Company as permitted by the financial policies of the Trust in such manner as the Local Governing Body shall consider most beneficial for the achievement of the Objects in so far as it relates to the Academy.