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Cadburys for Clerks - the real meaning of governance

Cadburys for Clerks

I love the landscapes of North Staffs, and often walk in that area, exploring towns, villages and countryside. But I also love to go onto the high ground, like Mow Cop, or the moorlands above Leek, and gain a panoramic view of great tracts not only of Staffordshire but counties way beyond. An hour spent quietly scanning the landscape below puts many things into perspective.

Sometimes in our role as clerks we can get bogged down in the details, lost in the minutiae of agendas, minutes and travel claims. We cannot see the wood for the trees. I would like to take you for a few moments now onto that higher ground, and from there to show you some of the key features of the “governance landscape”, to help put clerking boards into a bigger context. If we note the key features of this landscape, we may see that what we do as clerks bears many similarities to what governance professionals do in other parts of the public sector, and in the world of corporate business organisations.

“Governance” was defined in 1992 by the Cadbury Committee (set up to identify how investors could be protected against the bad practices of the managers of listed companies) as 

“The system by which companies are directed and controlled”.

The Corporate Governance Code 2016 says that the purpose of governance is “to facilitate effective, entrepreneurial and prudent management that can deliver long term success of the company”. Before you protest that private companies have nothing to do with your clerking role, please read on. 

The governance concepts and procedures which have been developed in the business sector over recent years (many, it has to be said, as a response to serious failures of oversight and management) have quietly been rolled out into the public sector too. 

Take that 2016 Code definition above and think of the three main roles of a school governing board, and consider the corresponding part of the definition: ensuring clarity of vision, ethos and strategic direction (“entrepreneurial management”), holding the headteacher to account (“effective management”) and ensuring the sound and proper use of financial resources (“prudent management”). We now have “boards” instead of governing bodies, and academies now find themselves complying with the reporting and accounting disciplines (and language) of the Companies Acts. The core governance functions which you carry out as a clerk would be recognised by your equivalent in virtually every sector of business and government. The Clerking Competency Framework is reflective of the core responsibilities of a company secretary in a FTSE100 company, and anywhere else you could name.

Virtually every organisation has a governance framework comprising internal and external elements. As we scan the governance landscape, again you will recognise some or all of these:


The articles or constitution of the organisation: for a maintained school, this is the instrument of government. For a school in a MAT, it is the Articles of Association. These set out matters such as the composition of the board, decision making arrangements, and managing conflicts of interest.

Organisational policies and codes: this includes the Code of Conduct, signed by your governors upon appointment, and all manner of internal policies which the school draws up and follows. Into this section fall the financial management policies.


Legal and regulatory frameworks: here we find the various Education and Companies Acts and regulations which provide the primary governance framework for our organisations. Here too we find our regulator, Ofsted, itself accountable to Parliament.

Accounting and financial reporting frameworks: these differ somewhat between academies and maintained schools.

Corporate governance codes: for clerks, these include the Governance Handbook 2017 and the latest version of the Academies Financial Handbook.

Finally, Governance is underpinned by the principles of accountability, responsibility, transparency and fairness. Failures in corporate governance (think of Carillion and BHS) can be traced back to lapses around one or more of these principles.

While your board is the custodian of governance in your organisation, be it a school or a trust, it is only one part of the landscape, with external players, including stakeholders (parents and community), owners, regulators and auditors also having roles to play.

We need to remember the way governance was defined by Sir Adrian Cadbury, and note the various features of the governance landscape, held in common across all sorts of organisations in the UK. Clerks play a key part in promoting good governance, and should take pride and satisfaction in making such a vital and noble (albeit often unsung) contribution towards “delivering the long term success” of their schools.

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