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David MarriottOUTSTANDING GOVERNANCE
“Corporate governance has been gaining more predominance around the world over the last decade. However the last year or so…has seen an unprecedented interest in some of the areas that are central to corporate governance: executive remuneration; boards of directors, independent non-executive directors; internal controls and risk management; the role of shareholders.”
Chris MallinFeb 2009
HOW COULD THIS HAVE HAPPENED?
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Rights and equitable treatment of shareholders: Organizations should respect the rights of shareholders and help shareholders to exercise those rights. They can help shareholders exercise their rights by openly and effectively communicating information and by encouraging shareholders to participate in general meetings.
Interests of other stakeholders: Organizations should recognize that they have legal, contractual, social, and market driven obligations to non-shareholder stakeholders, including employees, investors, creditors, suppliers, local communities, customers, and policy makers.
Role and responsibilities of the board: The board needs sufficient relevant skills and understanding to review and challenge management performance. It also needs adequate size and appropriate levels of independence and commitment to fulfil its responsibilities and duties.
PRINCIPLES OF CORPORATE GOVERNANCE
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Integrity and ethical behaviour: Integrity should be a fundamental requirement in choosing corporate officers and board members. Organizations should develop a code of conduct for their directors and executives that promotes ethical and responsible decision making.
Disclosure and transparency: Organizations should clarify and make publicly known the roles and responsibilities of board and management to provide stakeholders with a level of accountability. They should also implement procedures to independently verify and safeguard the integrity of the company's financial reporting. Disclosure of material matters concerning the organization should be timely and balanced to ensure that all investors have access to clear, factual information.
Source: the Sarbanes-Oxley Act, an attempt by the federal government in the United States to legislate several of the principals recommended in earlier Cadbury and OECD reports
PRINCIPLES OF CORPORATE GOVERNANCE
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Who are our shareholders/ stakeholders?
What are our obligations to them and how well do we fulfil those obligations?
Does the GB have sufficient relevant skills and understanding to review and challenge management performance?
Is it an adequate size and are there appropriate levels of independence and commitment to fulfil its responsibilities and duties?
Is integrity a fundamental requirement in choosing our chair, vice chair, clerk and GB members (where we have a choice)?
Do we have a code of conduct for us and our leadership team that promotes ethical and responsible decision making?
Do we clarify and make publicly known the roles and responsibilities of the GB and school management to provide stakeholders with a level of accountability?
Have we implemented procedures to independently verify and safeguard the integrity of the school's financial reporting?
Is the disclosure of material matters concerning the school timely and balanced to ensure that all interested parties have access to clear, factual information?
QUESTIONS FOR CORPORATE GOVERNANCE IN SCHOOLS
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“This small-scale report was written to help governors reflect on their practice by considering the principles and approaches used by some of the best governing bodies.”
Available at www.ofsted.gov.uk/publications/100238Also at www.thegovernor.org.uk
SCHOOL GOVERNANCE:LEARNING FROM THE BEST
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Positive relationships between governors and school leaders are based on trust, openness and transparency. Effective governing bodies systematically monitor their school’s progress towards meeting agreed development targets. Information about what is going well and why, and what is not going well and why, is shared. Governors consistently ask for more information, explanation or clarification. This makes a strong contribution to robust planning for improvement.
Governors are well informed and knowledgeable because they are given high- quality, accurate information that is concise and focused on pupil achievement. This information is made accessible by being presented in a wide variety of formats, including charts and graphs.
Outstanding governors are able to take and support hard decisions in the interests of pupils: to back the head teacher when they need to change staff, or to change the head teacher when absolutely necessary.
KEY CHARACTERISTICS OF OUTSTANDING GBS
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Outstanding governance supports honest, insightful self-evaluation by the school, recognising problems and supporting the steps needed to address them.
Absolute clarity about the different roles and responsibilities of the headteacher and governors underpins the most effective governance. Protocols, specific duties and terms of reference are made explicit in written documents.
Effective governing bodies are driven by a core of key governors such as the chair and chairs of committees. They see themselves as part of a team and build strong relationships with the headteacher, senior leaders and other governors.
KEY CHARACTERISTICS OF OUTSTANDING GBS
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In eight of the 14 schools visited, governors routinely attend lessons to gather information about the school at work. All the governors who were interviewed visit their schools regularly and talk with staff, pupils and parents. Clear protocols for visits ensure that the purpose is understood by school staff and governors alike. Alongside the information they are given about the school, these protocols help them to make informed decisions, ask searching questions and provide meaningful support.
School leaders and governors behave with integrity and are mutually supportive. School leaders recognise that governors provide them with a different perspective which contributes to strengthening leadership. The questions they ask challenge assumptions and support effective decision-making.
KEY CHARACTERISTICS OF OUTSTANDING GBS
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Governors in the schools visited, use the skills they bring, and the information they have about the school, to ask challenging questions, which are focused on improvement, and hold leaders to account for pupils’ outcomes.
Time is used efficiently by governors because there are clear procedures for delegating tasks, for example to well organised committees. These committees have clear terms of reference, provide high levels of challenge and use governors’ expertise to best effect. Systems are in place for sharing information and reporting back to the full governing body. This does not merely reiterate what has already been discussed in detail by the committee but focuses on the key points and decisions.
The role of the clerk to the governors is pivotal to ensuring that statutory duties are met, meetings are well organised and governors receive the information they need in good time. Consequently, governors come to meetings well prepared and with pertinent questions ready so that they are able to provide constructive challenge.
KEY CHARACTERISTICS OF OUTSTANDING GBS
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A detailed timeline of activities, maintained by the clerk and linked to the school development plan, provides a clear structure for the work of governors and ensures that their time is used appropriately.
Governors in the schools visited, use their external networks and professional contacts to fill any identified gaps in the collective skills of the governing body.
There are clear induction procedures for new governors which help them to understand their roles and responsibilities and ensure that best use is made of their varied skills and expertise.
The governing bodies constantly reflect on their own effectiveness and readily make changes to improve. They consider their own training needs, as well as how they organise their work.
KEY CHARACTERISTICS OF OUTSTANDING GBS
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The report looks at GBs deemed outstanding by OfstedOfsted determines the criteria by which GBs are deemed
outstandingThe report confirms that the GBs meet the criteria…BUT – there’s more detail and case studies on each GB
What if the criteria change when Ofsted changes?
A SELF-FULFILLING PROPHESY?
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2009 Overall effectiveness How effective and efficient are the provision
and related services in meeting the full range of learners’ needs and why?
What steps need to be taken to improve the provision further?
Achievement and standards How well do learners achieve? The Quality of Provision How effective are teaching, training and
learning? How well do programmes and activities meet
the needs and interests of learners? How well are learners guided and supported? Leadership and Management How effective are leadership and
management in raising achievement and supporting all learners?
2012 report on ‘the quality of education
provided in the school’ and must give priority to:
the achievement of pupils at the school the quality of teaching in the school the quality of the leadership in and
management of the school the behaviour and safety of pupils at
the school. Inspectors must consider the spiritual,
moral, social and cultural development of pupils; and the extent to which the education provided by the school enables all pupils to achieve, in particular disabled pupils and pupils who have special educational needs.
OFSTED OLD AND NEW
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How do we understand our roles and responsibilities and how they differ from those of the headteacher and senior staff?
What do we know about the achievement of pupils and the quality of teaching in the school?
How do we know that the information we have about our school is robust and accurate?
How do we provide the right balance of professional support and challenge for the headteacher and senior staff to help them improve the school’s effectiveness?
How do we use our time efficiently?
QUESTIONS FOR GOVERNORS
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How do we make best use of the skills and expertise of all members of the governing body?
How do we know that the governing body is as effective as possible and could we do things better?
How do we review our own performance regularly?How do we plan our training and development?Do we consider what might be needed when governors
leave? How do we ensure we still continue to have the necessary skills and knowledge?
How do we ensure that members of our governing body are prepared to step into important roles such as the chair of the governing body and chairs of committees?
QUESTIONS FOR GOVERNORS
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