MAT Governance Explained: Members, Trustees and Local Governing Bodies

Multi academy trust governance confuses almost everyone at first, including people who have been doing it for years. The language is unfamiliar, the layers sound similar, and the difference between a trustee and a member is not obvious from the words themselves.

It matters because these distinctions determine who is actually accountable, who makes which decisions, and what a school retains when it joins a trust. A governing body that agrees to conversion without understanding this is agreeing to something it has not read.

This article explains each layer in plain terms, and how to read a scheme of delegation properly.

The Three Layers

Members sit at the top. They are the equivalent of shareholders in a company, though a trust is a charity and there is no profit to distribute. Members have a limited but significant set of powers. They appoint and can remove trustees, they can amend the articles of association, and they receive the annual accounts. They are not involved in running the trust.

Think of members as the guardians of the trust's constitution. They act rarely, and when they do it is usually because something has gone seriously wrong at board level.

Trustees are the board. They are also company directors and charity trustees, and they carry the legal accountability for everything the trust does. Educational performance, financial management, safeguarding, compliance with the funding agreement and the Academy Trust Handbook. All of it sits with them.

The trust board is the accountable body for every school in the trust. This is the point that most often surprises governing bodies joining a trust.

Local governing bodies are committees of the trust board. Their powers are delegated, which means the board decides what they do and can change or withdraw that delegation. They are not accountable in law in the way trustees are.

That is the crucial distinction. A maintained school governing body holds accountability. A local governing body exercises whatever accountability the trust board chooses to delegate to it.

Why Members and Trustees Are Kept Separate

Members appoint trustees and can remove them. If the same people are both, that accountability check does not exist.

Good practice, reflected in the Academy Trust Handbook, is that there is significant separation between members and trustees, with a majority of members not also serving as trustees. Trusts where the two groups substantially overlap have a governance weakness worth asking about.

When assessing a trust, look at who the members are and how much they overlap with the board. It is one of the quickest indicators of governance quality. Our guide to choosing the right trust covers what else to examine.

What Local Governing Bodies Typically Do

This varies enormously between trusts, which is precisely why the scheme of delegation matters.

At the more delegated end, a local governing body might hold responsibility for monitoring school performance, safeguarding oversight at school level, engagement with parents and community, headteacher performance management input, and scrutiny of the school improvement plan.

At the more centralised end, it might be an advisory body that receives reports, provides local knowledge and stakeholder engagement, and holds few formal decision making powers at all.

Some trusts do not operate local governing bodies at all, instead using regional structures or committees covering several schools.

None of these models is wrong. What is wrong is joining a trust while assuming your governing body will continue as it is.

Reading a Scheme of Delegation

This is the document that answers the question every governing body actually wants answered, which is what will we still decide.

Read it in full. Every governor should. It is usually not long, and it is the most consequential thing you will read in the conversion process.

Look specifically for:

Headteacher appointment. In most trusts this sits with the trust, not the local governing body. Local governance may contribute to the process. Many governing bodies are surprised by this, and it is better to be surprised before conversion.

Budget setting. Who sets it, who can vary it, and what the school can decide within it.

Staffing structure. Who approves changes, and at what level.

Curriculum. Whether the trust prescribes, recommends or leaves it to schools.

Assessment systems. A common source of friction, because trusts often want comparability across schools.

Behaviour and admissions policies. Trust wide or school level.

Complaints. Where a complaint goes at each stage, and who hears it.

Local governing body composition. Who appoints local governors, including whether the trust appoints some or all of them.

Variation. How the trust can change the scheme of delegation, and whether schools are consulted.

That final point is worth attention. Delegation given can be withdrawn. A generous scheme today can be tightened by a future board. Ask what the process is and how often it has changed.

Earned Autonomy

Many trusts operate a model where delegation varies by school, with more autonomy granted to schools that are performing strongly and less to those causing concern.

This is defensible and increasingly common. It also means the scheme of delegation you are shown may not be the one you get, and that your delegation can reduce if the school's performance dips.

Ask directly. Is delegation the same for every school. If not, what determines it. What would trigger a reduction. Who decides.

Governance for Growing Trusts

If you are a trust rather than a joining school, governance capacity needs to scale with you, and it frequently does not.

A board that worked well with three schools may not have the range of expertise for ten. Committee structure needs to develop. Internal scrutiny arrangements become more important. The volume of information reaching the board grows to the point where trustees cannot realistically read it all, which is where governance quietly fails.

Trusts that grow well usually review governance deliberately at each stage rather than waiting for it to strain. Our guide to MAT growth strategy covers this, and an external review of governance is a common step ahead of a significant growth decision.

From Our Experience

Many governors tell us that the hardest adjustment was not losing powers but losing the sense of being responsible.

We often meet local governors who were previously chairs of maintained governing bodies, who held real accountability, appointed headteachers and made decisions that mattered. As local governors they receive reports, ask questions and feed back. The work is genuinely useful and it feels smaller.

Trusts that handle this well are explicit about it from the start, and give local governance a role that is meaningful rather than ceremonial. Stakeholder engagement, community knowledge, safeguarding oversight and a real voice in headteacher appraisal are substantive contributions. Trusts that handle it badly leave local governing bodies to discover the change gradually, and lose experienced people who conclude they are not needed.

We also see trusts that centralise too much and then wonder why nobody local knows anything is going wrong. Local governance exists partly as an early warning system. A board that hears about a school only through its own executive has removed one of its most useful sources of information.

Frequently Asked Questions

What is the difference between a member and a trustee?

Members appoint and can remove trustees and can amend the articles of association. Trustees run the trust and carry legal accountability for it. Members have oversight of the board; trustees have oversight of the trust.

Are local governors legally accountable?

Not in the way trustees are. Local governing bodies are committees of the trust board exercising delegated powers. Legal accountability rests with the trustees.

Can a trust abolish local governing bodies?

Yes, subject to its articles. Local governance is delegated and the board can restructure it. Some trusts operate without them.

Who appoints the headteacher in a MAT?

In most trusts, the trust rather than the local governing body, though local governance often contributes. Check the scheme of delegation.

Can parents still be governors?

Trusts have parental engagement requirements, and most operate parent local governors. The specific arrangements vary, so check the articles and scheme of delegation.

Can a trust change the scheme of delegation after we join?

Yes. Delegation can be varied. Ask about the process and how often it has been changed.

How many trustees should a board have?

There is no fixed number. What matters is having the range of skills the trust needs, including education, finance, estates, HR and governance, and enough capacity to run committees properly.

A Common Misconception

The misconception we meet most often is that a local governing body is simply a governing body with a different name.

It is not. A maintained school governing body is the accountable body for the school. A local governing body is a committee exercising powers that belong to somebody else and can be taken back.

This is not a criticism of the model. Concentrating accountability in one board across a trust has real advantages, including consistency, clearer lines of responsibility and the ability to act decisively when a school needs help. But it is a different thing, and governing bodies deserve to understand that before they vote to convert rather than after.

Questions for Leaders

• Have all our governors read the scheme of delegation, in full?
• Do we know who would appoint our next headteacher?
• Is delegation the same for every school in this trust, and if not what determines it?
• How much overlap is there between this trust's members and trustees?
• What can the trust change without consulting us?
• If we are a trust: does our governance still fit the size we have become?

Our Perspective

Governance is easy to treat as machinery, and it becomes visible mostly when it fails. But the structure determines who notices when a school starts to drift, who has the standing to ask an uncomfortable question, and who is accountable when something goes wrong.

The trusts we see governing well are not the ones with the most elaborate structures. They are the ones where everyone knows what they are responsible for, where local governance is given something real to do, and where the board receives information it can actually act on.

For the children in those schools, good governance looks like nothing at all, which is exactly the point. It is the thing that means problems get noticed early, by someone whose job it is to notice.

How Can Jarvis Education Help?

Jarvis Education works with trusts and schools on governance design and review.

We carry out external reviews of governance, help design or revise schemes of delegation, support new trusts in setting up governance structures that will still work as they grow, and advise joining schools on what a scheme of delegation actually means for them.

Our consultants have led schools and trusts, inspected schools, and served as trustees, including interim trustee roles during rebrokering.

Explore our academy conversion and MAT growth support or our external review of governance, or contact us for a conversation.