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Synaptic Trust (‘the Company')
Company number: 07588104
The Companies Act 2006
Company limited by Guarantee
Wednesday, 13th May 2015 at 7 pm
At
West Thornton Academy (WTA)
Non-Confidential Minutes of the meeting of the Board of Directors of the Company
PRESENTKeith Robinson / (‘KR’) - Chairman
Sarah Rowe / (‘SR’) - Vice-Chairman (Academy Director)
Stuart Roberts / (‘SR-EH’) - Executive Headteacher (CEO) - Academy Director
Myra Prahalad / (‘MP’) - Parent Director
Les Jones / (‘LJ’) - Academy Director
Femi Yusoof / (‘FY’) - Parent Director
Karen Dugan / (‘KD’) - Staff Director
Mike George / (‘MG’) – Academy Director
IN ATTENDANCE
Lucy Campbell / (‘LC’) - Head of School (Associate Director)
Di Pumphrey / (‘DP’) - Head of School (Associate Director)
Helena Walbrook / (‘HW’) - Business Manager
Julie Newman / (‘JN’) - Clerk
APOLOGIES FOR ABSENCE
Georgina Harvey / (‘GH’) - 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.
Directors accepted the apology for absence from Georgina Harvey.
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 27th January 2015
The non-confidential minutes of the meeting held on 27th January 2015 were agreed as a true and accurate record and signed by the Chair.
Matters arising from the non-confidential minutes:
- Action 1: Completed: JN completed the relevant Company House forms.
- Action 2: Ongoing: Chair and Karen Dugan to design a governors training programme.
- Action 3: Ongoing: Chair to report back on the progress of the new structure. This is on hold as members have not made a final decision. Les Jones will step down as director and remain as a member. In summary this number of members will increase from five to seven. Part of this action was to amend the Articles of Association. The Chair will now contact solicitors and instruct them to start making the amendments. The cost will be paid by the Trust and re-charged to the academies.
3. / Executive Headteacher’s Report
Directors discussed the Executive Headteacher’s report.
The Synaptic Sponsor Application has been processed by the DfE and a letter (which was included in the pack) has been received by the Trust from Dominic Herrington, Regional Schools Commissioner.
To date there is noschool confirmed to join the Trust. The Trust is still waiting for Croydon to suggest a school and if this is not forth coming the Trust will contact the DfE. The Head atWoodside Primary school has expressed a strong interest in joining the Trust but this is still being discussed. Directors asked if the Trust received payment for supporting schools. EH said we receive a daily rate for the senior leaderships time spent in other schools and there was a £20,000 bid via the DfE that we could potentially receive. Once a school joins the Trust we would be paid to be a sponsor. Directors asked if supporting other schools could be detrimental to existing Trust academies. The EH said both existing academies were in a strong position and this would enable him to concentrate on other schools joining the academy.
Attendance – WTA for September 2014 to April 2015 is 95.8% which is slightly below national. WTA have lots of interventions in place to prevent absence and this will continue with the aim to see absence back on tract and lower than the national and LA.
KS2Targets
On track compared to predictions. The targets were challenging and both academies overall are meeting or exceeding the target. The predictions are based on teachers’ assessments.
Self Evaluation
WTA - All areas were classed as ‘outstanding’ except Early year’s provision which was graded ‘Good’. DP explained WTA had recently appointed an early years’ leader and the leadership team were now satisfied they had an excellent early years leader to take the EYFS forward.
FA - has been classed as ‘good’ except for Leadership and Management which was graded ‘outstanding’.
Shirley Children’s Centre was classed as ‘inadequate’. There were concerns about the manager and a ‘mocksted’ had been carried out by Dr C Taylor from Sutton LA. LC is having a performance management meeting with the manager and the expectations of the manager will be clearly set out with what needs to be achieved with an end date. There will be a follow-up mocksted in six months and the Trust will expect the the Children’s Centre to be classed as ‘good’. The operations committeeat FA is reviewing the financial situation with the Children’s Centre and the Trust may decide not to renew the contract if they feel it is not financially viable.
Financial Headlines
The finances are positive. Up to April 2015 both academies should have spent around 67% of the budget. WTA are running at 61.97% and FA at 62.04%. By the end of May we should be in a good positon to predictthe carry forward.
Directors asked about the 2015 to16 budget and if there were any issues that should be noted. SR said budgets for each academy would be reviewed at academy level. HW had budget meetings planned with each HofS. They knew there would be a reduction in budget at FA due to pupil numbers.
WTA Annexe
Due to management at Croydon Council the Annexe is not on target to meet the deadline for completion. Planning permission has not been agreed for the new building or the temporary build. The reception pupils will have to remain in the temporary build for two years and not the agreed timeframe of a year. WTA have agreed to have the temporary build on the playground. WTA leadership team and Governors are not happy with this but they feel it is preferable to pupils being educated on a building site for two years. The children will have a separate entrance to the classroom but they will share the playground and the dinner hall. SR had concerns about the risk to the WTA brand and thought a communications strategy should be put in place. DP said she felt that WTA’s damage limitation would be up held as the delay is totally down to the Croydon Council being ineffective.
Action 2: Sarah Rowe to update the risk register to include the issues around the annex not being completed on time.
Action 3: SR-EH to keep directors up to date with news on the Annexe via email if there is any news to communicate before the next Directors meeting.
FA Ofsted
FA recently had an Ofsted Inspection and they are waiting for grades. The FA leadership team and Governors feel that the Ofsted was positive and are looking forward to the outcome.
4. / Financial Report
- Quarterly monitoring of the Synaptic Trust budget
Directors were given a copy of the Management Accounts Report ending April 2015. This is a very detailed document on each academy which combined the budgets of both academies. The report showed that each academy was in line with budget spend to date. Not all costs had been allocated for example the new phone system at FA will show in the May accounts. The Directors agreed that they did not need to review such detail management accounts as this was the role of the individual academy governors. Directors asked HW to draft a commentary to inform Directors of the financial situation. They highlighted issues such as direct cost of running the Trust which would mainly be the cost of staff. The Directors asked for the management accounts to have a separate budget line for the Trust.
Action 4: HW to produce a commentary of the management accounts and to include a separate budget for the cost of running the Trust. - Fixed Asset Register
This is still not up to date. Need the dates of the acquisition of old assets as some have 5 years and some have 3 years depreciation figure. This figure will be needed by the end of the year.
Action 5: HW to collect relevant data in order to produce a Fixed Asset Register. - Appointment of Auditor and review of quotations
The Trust is able to start to look for a new auditor it was noted that the Audit fees for 2014 – 15 were £30,000. The following quotations were provided to the Directors to review and make a decision.
Baker Tilly Total £18,750
Price Bailey Total £14,000
UHY Hacker Young £13,000
Landau Baker £6,625
HW commented that Landau Baker were the cheapest but her advice was to accept Price Bailey as their reputation is on par with Baker Tilly but are a lot cheaper than Baker Tilly. It was also recorded that a member of the office staff’s partner works for Price Bailey and the policies within Price Bailey means the partner will receive a financial reward for recommending Price Bailey. There was much discussion on price verses service etc. The Directors suggested that HW ask Price Baily to reduce their fee to £12k. If they agreed to the fee being reduced the Directors gave approval for the Trust to use Price Bailey as their auditor.
- Insurance - proposal to buy into the EFA insurance provided by RPA
The EFA have set up a ‘pooling’ insurance arrangement to help academies buy into a risk protection scheme. The cost is £25 per child a year and this figure is in our budget for 2015 – 16. Last year the cost was £51,000. Directors asked if the level of cover would be the same as the previous year. There were areas that were not covered. HW is going to look at the costs of insuring these areas with a different insurer and compare the total cost.
Action 7: HW to get estimates from insurance companies on areas not covered by EFA.
5. / Chair’s Report
- Trust Policy on HR
The Trust adopted Croydon’s HR policies but in a recent Disciplinary issue at FA it was evident that some elements of the policies were not appropriate for academies. Directors were given an amended copy of the new Disciplinary Code of Practice and Procedure in Respect of Teaching Staffwhich was approved by directors.
Action 9: All policies need to be put on the website. HW to action.
- Remuneration Committee - date and remit to be agreed
The members are as per lastyear: KR, GH, LJ, MP in conjunction with HW. Date to be set after the meeting.
- Trust Review Committee of Directors
The Chair asked Directors to volunteer to join the working party to brainstorm what is required from a school when they join the Trust. Members of the working party are: KR, LJ, LC, DP, SR this working party will produce a document to outline the requirements for new academies joining the Trust.
Action 10: The Chair to email members regarding the date of the first meeting and report back at the next Directors meeting - Strategy Committee meetings
It was agreed to merge the Strategy Committee meeting with the FGB.
- Calendar for 2015 to 16
The calendar for 2015 to 16 was issued to Directors. The Chair asked Directors to notify him if there were any dates that conflicted with academy dates or personal dates. - Director/Governors Training
The Chair asked if there were any particular areas of Training directors required. The Chair pointed Directors to the Teaching School and the list of training courses which may be of interest to the Directors. If there is availability the courses would be free. - Trust structure for new academies
Directors should support and challenge and the Chair thinks as the Trust takes on more schoolsa Sub Committee should be set up to be responsible for challenging academic progress in each academy.The Sub Committee would look in detail at any failing academies and review how best they can be supported. The committee would report to the board of directors who would make any final decisions. Directors agreed to a Sub Committee being formed.
Action 11: Review the structure and membership of this Scrutiny committee at the next Board meeting.
6. / Attendance of Directors and Governors
The Chair informed Directors and Governors that an attendance register was kept by the Company Secretary and this would be reported to Companies House.
7. / Agenda Items for Governing Bodies
The Chair outlined agenda items for all academy Governing bodies to include on their agendas. The list is:
- Agree staffing and structure for 2015 – 16
- Review School improvement plan and agree priorities for 2015 – 16.
- Approve budget plan
- Ensure curriculum is broad and balanced
- Identify training needs for Governance
10. / Any Other Business
Funding from DfE
The Trust had receive specific funding and was allocated as follows:£500 for staff professional development leader for WTA; £6,000 for staff cover required at the NTS (WTA) toenable staff to be deployed in the supported school (FA).
Prospective Governors
The Chair has been recruiting Governors. There are three prospective governors and the Chair circulated the CVs. The Chair said the Trust needed to build up a bank of potential governors as there may be a need to put these governors on the governing bodies of schools who join the Trust. The will join the existing governing bodies as associates they will have the same rights as governors but will not have the right to vote and would not count in quorates. The Chair has already taken up references and now they needed a DBS check. The candidates will take up associate roles as follows: Eileen Muwonge – WTA; Amaka Uche – FA, Anjola Adeniyi – FA (to be confirmed).
11. / Confidential
Directors agreed there were no confidential matters discussed therefore there was no requirement for a set of confidential minutes.
12. / Date of Next Meeting
Thursday 8th October at 7pm.To be held at WTA.
The meeting closed at 9.10pm
Signed by Chair ……………………………………………………………………………………
Date …………………………………………………………………………………………………
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