Multi-Academy Trust Governance Structure: Members, Trustees and Local Governing Bodies
A multi-academy trust governance structure normally runs from members to the trust board, then through board committees and any local governing bodies or local committees, alongside executive leaders accountable to the board. A governance professional supports lawful, well-informed decisions. The scheme of delegation explains which powers the board retains and which it delegates.
The structure belongs to one legal entity: the academy trust. Individual academies do not have separate accountable boards. This matters because familiar labels such as “governor” or “local governing body” do not, by themselves, establish authority. The trust’s articles of association and scheme of delegation determine who appoints people, who can decide, what must be reported and where responsibility ultimately remains.
The tiers at a glance
| Tier | Who | Main role | Key DfE rule |
|---|---|---|---|
| Members | Founding or subsequently appointed company members | Protect the charitable purpose and exercise powers in the articles, including appointing and removing trustees | Members must not undertake trustees’ role; a trust must have at least three and should have five or more (sections 4.2 and 4.2.1) |
| Trust board | Academy trustees, who are company directors and charity trustees | Provide strategic leadership, accountability and assurance for every academy in the trust | The board has collective accountability; it may delegate decisions but cannot delegate responsibility (section 4.3) |
| Board committees | Trustees and, where permitted, other appointed people | Examine defined areas and exercise only the authority given by the board | Most committees must have a trustee majority; audit and risk arrangements are specifically required (section 4.3.4) |
| Local tier | Local governing bodies, academy councils or other local committees | Connect academies and communities to the board, give assurance and make any delegated decisions | A local committee is formal even if advisory; its remit must appear in the scheme (sections 4.3.5 and 4.3.6) |
| Executive leadership | CEO or equivalent senior executive leader, accounting officer and other executive leaders | Run the trust, implement strategy and exercise delegated operational authority | The board must appoint a senior executive leader, who should be accounting officer (section 5.1) |
| Governance professional | A person independent of the trustee, principal and senior executive leader roles | Advise on governance, support decisions and maintain information flow | The board must appoint a governance professional (section 4.5.1) |
The arrows between these tiers are not a chain of operational command. Members oversee whether governance is effective; they do not manage trustees. Trustees govern the whole trust and hold executives to account. Executives lead operations. Committees support the board within defined remits. The local tier supplies local knowledge, assurance and decisions only to the extent recorded in the scheme.
Members: guardians, not a second board
Members found the trust and have a general duty to use their powers to further its charitable purpose. Under Academy Trust Governance Guide section 2.1, their powers include appointing trustees as the articles provide and removing serving trustees in accordance with company law. Those are significant constitutional powers, but they do not turn members into a supervisory committee for day-to-day board business.
Section 4.2 says it is important that members do not undertake the trustees’ role. Members need enough information to assure themselves that governance is effective and that trustees act in accordance with the charitable objects. The board must provide the audited annual report and accounts. A sensible annual cycle may also include the AGM where required by the articles, planned appointments and a proportionate conversation about governance effectiveness.
Composition helps preserve this distinction. Section 4.2.1 says a trust must have at least three members but should have five or more. The majority should not also be trustees, because excessive overlap reduces members’ objectivity. No more than 19.9% of members can be local-authority-associated people. Boards should check the current register, appointment terms and Companies House information rather than relying on an old organisation chart.
The trust board: one accountable body for every academy
The trust board sits at the centre of the structure. Section 2.2 describes governance as strategic leadership, accountability and assurance, and strategic engagement. Trustees collectively ensure the trust provides excellent education, manages finances effectively and complies with its charitable objects, regulatory and statutory requirements, and funding agreement.
Section 4.3 is the key boundary: the board can delegate most operational matters and aspects of decision-making, but it cannot delegate responsibility or surrender overall control. A delegated decision therefore remains part of the board’s governance system. Trustees need suitable reports, escalation triggers and review arrangements to know whether delegated authority is working.
The articles set the board’s constitution. DfE section 4.3.1 prefers a focused board no larger than needed for the necessary skills. Members may appoint the senior executive leader as a trustee, but no other employees should sit on the board. No more than 19.9% of trustees may be local-authority-associated people. Parent representation must follow the routes described in the articles and guidance.
Trustees are company directors and charity trustees, not delegates for an individual academy or constituency. When the board considers an academy-specific proposal, it should decide in the interests of the whole charitable trust while properly weighing local evidence. The trust board versus local governing body guide applies this distinction to practical decisions.
Committees and the local tier
Board committees allow more detailed work on audit, risk, finance or another defined area. Their terms of reference should state membership, quorum, decision powers, reporting and review. Section 4.3.4 says committees other than local committees constituted under the articles must contain a majority of trustees. The board must have an audit and risk committee and should have a finance committee; they may be combined where annual income is below £50 million.
The local tier varies more. A MAT may call it an LGB, local committee, academy council or cluster committee. Section 4.3.5 allows the board, in line with its articles, to delegate governance functions and decisions, appoint and remove local committee members, and provide for elected parents. Local committees can connect the board with academies and communities, share context, escalate risk and support meaningful engagement.
An LGB does not automatically have decision-making power. One trust may delegate specified policy approvals and local budget monitoring; another may make the tier advisory. Both can be legitimate if they fit the articles and are clearly documented. DfE expressly says even a purely advisory local committee is a full, formal part of the governance structure. Minutes and reports should therefore show how its intelligence reaches the board and how responses come back.
The scheme of delegation makes the structure work
An organisation chart shows people and boxes. The scheme of delegation shows authority. Section 4.3.6 says it must set out the structure and delegated remit of members, the board and all committees, including local committees. It should record committees whether they decide or advise, reserved and delegated powers, where key functions are exercised and how governance roles relate to executive roles.
The scheme should also explain when arrangements can vary and what triggers review. For example, the board may adjust delegation while an academy receives intensive support, but the trigger, authority, duration, reporting and restoration test should be visible. An informal understanding between current leaders is not enough; it will not survive personnel changes or demonstrate a consistent process.
Use the scheme of delegation checklist for MAT trustees to test the live document. Compare it with committee terms, financial delegations, policy approval routes and what people actually do. Trustees can delegate powers but, as section 4.3.6 states, cannot give their legal duties to a third party, including members.
Executive leadership and the accounting officer
Executive leaders manage the trust and are held to account by the board for performance. The senior executive leader in a MAT should normally be the chief executive or equivalent and head of the management team. The accounting officer is accountable for value for money, regularity and propriety.
Section 5.1 says the board must appoint a senior executive leader, who should be the accounting officer. That person is not a substitute for the board and should not set their own accountability arrangements. The board defines strategy and delegations, receives assurance, challenges performance and manages the senior leader’s performance. Executives decide and act within the authority delegated to them, report exceptions and bring reserved matters to trustees.
The governance professional supports the connection. Under section 4.5.1, this person advises independently, helps the board meet governance standards and promotes information flow between trustees, committees, local committees and members. They should be able to identify when an apparently operational decision crosses a reserved threshold.
Common structure problems boards should check
Member and trustee overlap is too great. A legal minimum may be met while members lack the independence needed to assess board effectiveness. Compare the registers with section 4.2.1 and plan succession.
The local tier’s remit is unclear. People may believe they approve matters that are only for discussion, or executives may bypass useful local assurance. Put the decision, evidence, threshold and reporting route into the scheme and terms of reference.
The scheme is out of date. Growth, leadership changes or new committees can leave the approved document behind practice. Record a review date and change triggers, and retire superseded copies.
Executive and governance work is duplicated. A local committee may drift into operational monitoring while executives repeat board reports. Define the purpose of each report and the decision it supports.
Information stops at a tier boundary. Local risks are escalated without a response, or trustees receive aggregated data that hides an academy concern. Use explicit escalation thresholds and a closed-loop action record.
Committee decisions exceed delegated authority. Minutes should distinguish a decision, recommendation and assurance discussion. The governance professional should flag matters reserved to the board.
Structure review checklist
- Confirm the articles, funding agreement and current scheme are accessible and consistent.
- Check there are at least three members, with five or more considered, and review member–trustee overlap.
- Verify member, trustee and local-committee registers, appointment routes and terms.
- Map every board committee and local committee, including advisory bodies, in the scheme.
- Mark the powers reserved to trustees and each decision delegated to executives or committees.
- Test financial, safeguarding, policy, people and academy-improvement decisions against the scheme.
- Confirm escalation thresholds, reporting routes and how the board receives local context.
- Check executive job descriptions and performance arrangements align with delegated authority.
- Confirm the governance professional can support information flow across every tier.
- Record board approval, communication, the next review date and triggers for an earlier review.
For the wider purpose and assurance cycle, use the MAT governance guide. The DfE governance guidance guide helps teams identify which official source applies to maintained schools and academy trusts.
Frequently Asked Questions
What is the governance structure of a multi-academy trust?
A MAT is one charitable company with members, an accountable trust board, board committees and often local committees, plus executive leaders held to account by the board. A governance professional supports the structure, and the scheme of delegation records which powers the board retains or delegates.
What is the difference between members and trustees?
Members are guardians of the trust's charitable purpose with powers including appointing and removing trustees under the articles and company law. Trustees are company directors and charity trustees who collectively govern the trust. DfE says members must not undertake the trustees' role.
How many members should an academy trust have?
Academy Trust Governance Guide section 4.2.1 says a trust must have at least three members and should have five or more. It also says the majority of members should not also be trustees, helping members exercise their assurance role objectively.
Do local governing bodies have decision-making powers?
Only where the trust board delegates them. A local committee may hold delegated decisions or be advisory. In either case, DfE section 4.3.5 says it remains a formal part of the governance structure, and section 4.3.6 requires its remit to be recorded in the scheme of delegation.
Who can be a trustee in a MAT?
Eligibility, appointment routes and board composition are governed by the trust's articles and applicable checks. DfE section 4.3.1 says members may appoint the senior executive leader as a trustee, but no other employees should sit on the board, and no more than 19.9% may be local-authority-associated people.