External reviews of governance: guide for schools and academy trusts
Source: gov.uk (2025-05-22)

How to arrange an effective external review of governance for your school or academy trust and improve the performance of your board.

Overview

This guidance has been developed with support from the Confederation of School Trusts (CST) (https://cstuk.org.uk/) and the National Governance Association (NGA) (https://www.nga.org.uk/Home.aspx).

Who this publication is for

This information is for:
- local-authority-maintained schools, federations and academy trusts: academy trustees, governors, senior leaders, those on local committees, governance professionals (clerks) and academy members
- foundations, sponsors and others such as diocesan authorities with an interest in the governance of schools
- pupil referral units, sixth-form colleges and general further education colleges
The purpose of an external review of governance (ERG)

An external review of governance (ERG) examines the effectiveness of the board.

An ERG is conducted by an experienced governance expert who is external to, and independent of, the board and the executive leaders. An ERG can identify areas for capability and capacity building for those involved in governance, improving board effectiveness.

What the review will do

The review will examine the governance structure, operations and performance across the board, working closely with the board, executive leaders and the governance professional (previously referred to as ‘clerks’), to improve the board’s performance. Governance operations could include a range of contributors, including the governance professional or equivalent, the school business manager, legal and HR support and others.

A review should:
- consider the process and impact of decision-making
- consider the impact of the governance support provided to the board
- test compliance with mandatory requirements
Ultimately, a review should enable the board to provide reassurance to stakeholders and others that it takes its responsibilities seriously and is endeavouring to carry them out effectively. In academy trusts, providing this assurance to members is essential for the members to carry out their role. A review provides a board with:
- an independent, objective view of its strengths and areas for improvement
- clear recommendations for future improvement
- an opportunity for the board to review the strategic direction of the organisation and to evaluate the effectiveness of its processes and systems
When to do an external review of governance

The Charity Governance Code (https://www.charitygovernancecode.org/en/5-board-effectiveness) and the Academy Trust Governance Code (https://atgc.org.uk/) recommend that large charities such as academy trusts undertake external evaluations every 3 years.

There is no prescribed timescale for external reviews, but it is good practice for boards to do them at regular intervals. Even when an external review is conducted regularly, an annual self-review between ERGs is good practice.

There is no specific requirement for maintained school governing bodies, but doing a review can help improve and develop governance by identifying priorities for improvement and providing support for the board.

ERGs of multi-academy trusts (MATs)

These reviews should explore governance across the whole trust and should look at how the board:
- ensures there is effective governance and governance support across the academy trust – not just at board level
- works with the central team and any committees including local committees
- ensures legal compliance and an effective structure for governance that avoids duplication or omission of duties
- promotes a strategic vision that is shared and understood by all members of the organisation
The scheme of delegation is an important document. Where the scope of work for an ERG includes a local committee, the review must consider it as part of the wider governance structure. You should not review individual local committees as a separate entity.

Prepare for a review

Before commissioning an ERG, it may be useful for the board and senior leaders to reflect on their position, so as to understand:
- what it believes is working well
- where improvement would be beneficial
- any perceived areas of concern and address them
The Chartered Governance Institute (CGI)’s review of the effectiveness of independent board evaluation in the UK listed sector (https://www.cgi.org.uk/knowledge/board-evaluation-report), carried out for the Department for Business, Energy and Industrial Strategy, may be helpful background reading, particularly for chairs.

How to commission a review
- Secure agreement with the board and senior leaders to commission an ERG.
- Identify an appropriate reviewer (https://www.gov.uk/guidance/external-reviews-of-governance-whats-involved#find-a-reviewer).
- Agree the areas for consideration in your review (https://www.gov.uk/guidance/external-reviews-of-governance-whats-involved#what-to-expect-from-your-external-review).
- Agree costs and timescales for your review.
- Schedule your review.
- Choose and complete the resources required to prepare for your ERG (https://www.gov.uk/guidance/external-reviews-of-governance-whats-involved#resources-to-support-self-review).
- Discuss the findings and recommendations of the review with the board and the reviewer.
- Agree and implement an action plan (https://www.gov.uk/guidance/external-reviews-of-governance-whats-involved#an-action-plan).
- Evaluate and assess impact and, if appropriate, schedule a follow-up.
Find a reviewer

Boards should ensure the person conducting the review has the appropriate background, skills and experience to fully understand the individual characteristics of your organisation and the governance structure in which it operates.

You can use an organisation to commission a review, who may be able to help identify a good match and may offer additional quality assurance to add value to your review. Be aware that the ideal reviewer for an individual organisation at a particular time will not necessarily be the ideal reviewer for a different organisation or at a different time.

You can find a reviewer by contacting:
- education service providers
- sector membership organisations
- independent governance consultants
- relevant professional bodies
- professional services providers (such as lawyers or auditors) – but be careful to avoid real or perceived conflicts of interest
What to consider when commissioning a reviewer

When commissioning a reviewer, you might want to identify similar organisations, based on geographic location, pupil demographics and educational performance, to request endorsements or references.

Previous experience

Find out if the reviewer has experience of:
- delivering excellent governance at an organisation like yours, so they have a working understanding of an organisation with similar demographics and demands as your own
- undertaking ERGs – they should provide evidence of the improvement outcomes that their previous reviews have resulted in, and evidence of the expertise, experience, and capacity necessary for each review they undertake
- the sector you operate in (academy trust or maintained school sector) – it might be helpful if they have experience of governing or working as a governance professional, and understand structures comparable to yours
Knowledge and skills

Find out if the reviewer:
- has specific technical knowledge to understand the needs of your organisation – for example, an organisation with financial governance concerns may require a reviewer with a more detailed understanding of finance
- keeps their skills and knowledge up to date – when they last undertook training or development, and whether they are currently personally involved in school, academy or academy trust governance
- quality-assures their reviews – whether they are part of a wider organisation or network that can deliver an element of quality assurance
- has any previous links with the board or executive, and if so in what capacity – reviews must be impartial and independent, and the reviewer must remain fully objective and able to provide a robust and challenging evaluation
- belongs to a governance membership organisation or professional body
Reviewers should demonstrate how effectively they can:
- analyse governance and governance support
- identify improvements and communicate this effectively
- assimilate school performance data, budgets and finance and evaluate how school improvement priorities are being monitored at board level
- diagnose governance issues
Getting the most from a review

During a review it is important to:
- provide the reviewer with any documents and information requested
- be open and receptive to challenge and constructive criticism
- actively seek and consider new ways of operating
- be reflective and honest during the process
This will allow the reviewer to fully understand the context and organisational arrangements and make insightful, evidence-based recommendations. Boards and leaders should ensure a fair and accurate representation of their organisation, in order to achieve a meaningful outcome that will effectively support development.

What to expect from your external review

A review should be personalised to your organisation, detail well-evidenced findings and provide recommendations for improvement where necessary. Some common characteristics of the most effective reviews include:
- a clear scoping exercise prior to the review
- evidence of board interactions
- testing compliance
- understanding the effectiveness of governance support
- understanding the impact of challenge and scrutiny
- understanding the impact of the local tier
- understanding the role of the members in an academy trust
- relationship with stakeholders
- an action plan
- progress and follow-up review
A clear scoping exercise prior to the review

Before a review is undertaken, the board and the reviewer should be very clear about aims and expectations. This includes establishing the areas of concern or improvement, anticipated outputs, and understanding what can and cannot be delivered within the boundaries of the review, and how the review will be undertaken.

The organisation and reviewer should agree terms of reference before the review commences. These should specify the objectives and scope of the review, and the process to be followed. The organisation should not subsequently seek to amend the terms of reference without the agreement of the reviewer. Timeframes and costs should also be clearly set out, including payment of any expenses, and contingency for unplanned costs or time.

A review will usually comprise several stages, including remote testing of compliance with requirements for published information and other supplied information. This can include examination of the board’s governance documents and any supporting information.

Supporting information may include:
- meeting agendas
- papers and minutes
- discussions with trustees, governors, executive leaders, the governance professional and the board
- report writing
These will vary in duration depending on the complexity of the board structure and the depth of review required.

Evidence of board interactions

Reviews can assess the effectiveness of board interactions though a number of channels. By allowing a reviewer to observe board and committee meetings, or to undertake a facilitated discussion or self-review, a better understanding can be developed of the board dynamic, working relationships and the levels of understanding and challenge across the members of the board. However, infrequency of board meetings or the timing of the review may make it difficult to observe a board meeting, so this will need to be factored in when planning the timing of the review.

Good-quality minutes can provide some evidence of the nature of discussions and themes explored, although it can be difficult to understand the depth and effectiveness of challenge from minutes alone.

Interviews with governors or academy trustees, headteachers or chief executive officers (CEOs), chief financial officers (CFOs), governance professionals, local or board chairs and trust members to gather evidence on what they understand about good and effective governance and how they are discharging their duties can also be useful.

Testing compliance

An ERG is a good opportunity to undertake a thorough test of an organisation’s compliance with mandatory and legislative obligations and to check the appropriateness of, for example, their terms of reference and schemes of delegation. This is set out in the:
- Maintained schools governance guide (https://www.gov.uk/guidance/governance-in-maintained-schools)
- Academy trust governance guide (https://www.gov.uk/guidance/-governance-in-academy-trusts)
- Academy trust handbook (https://www.gov.uk/guidance/academy-trust-handbook)
- academy trust’s articles of association
Understanding the effectiveness of governance support

It is important to consider reviewing the governance support, advice and guidance provided to the board, and how that support helps the board to be effective. This could come from a range of contributors including:
- the governance professional or equivalent
- the chief financial officer or school business manager, or in academy trusts, the auditors
- HR guidance and support
- legal guidance and support
- school improvement advisors or directors of education
- school resource management advisers
- external support, including estate management, health and safety experts, external auditors, internal auditors
- dioceses or other appropriate religious bodies for schools designated as having a religious character
The role of the governance professional is different to a minute-taker – the role must provide advice and guidance to the board and its committees.

All academy trusts must have an independent governance professional to support the board and its committees, who must not be an academy trustee, principal or chief executive of the academy trust.

All maintained schools must have a clerk, who is the board’s governance professional. The clerk must not be a governor or the headteacher.

When reviewing the effectiveness of your governance support, you may want to ask the reviewer to consider:
- whether the current level of administrative and advisory support the governance professional provides is appropriate for the size of the organisation and any future growth – are there areas of the role that can be expanded and developed to provide more support to the board and its committees?
whether the person undertaking the role has a good understanding of the board’s legal duties and responsibilities – what is the relationship between the chair and governance professional and what is the board’s understanding of the role of governance support and its contribution to the board?

whether there is a reasonable degree of separation between the governance professional and the board and senior leadership. This separation is crucial for providing objective, external professional support and maintaining a direct line of unfiltered communication to the board. A conflict of interest may arise if the governance professional also serves as the personal assistant (PA) to the CEO or headteacher. The governance professional should feel empowered to challenge the executives when necessary.
- the skills of any potential governance professional and whether they are able to provide appropriate support to the board
- how the chair works with the governance professional – whether this relationship could be improved to assist the board in its role, as set out in the governance guides
- how the governance professional and the CEO or headteacher work together – depending on the exact role of the former and their reporting lines, there can be some unhelpful tensions around this relationship
- if the board is getting value for money from its governance support package
Understanding the impact of challenge and scrutiny

Governors and trustees who blend challenge and support to hold senior leaders to account will improve standards. It will be useful for a review to consider the appropriateness and effectiveness of challenge and scrutiny within the organisation, and how systems of internal control contribute to strong governance, risk management and control arrangements.

Understanding the impact of the local tier

In organisations with multiple academies or schools, it is very important to include in the review some consideration of local arrangements, including academy local committees and where maintained schools are governed as a federation.

The relationship between the board and the local tier can have a significant impact on the effectiveness of a school, and it would be helpful to review the relationship between the local tier and the board, and how effective communication and direction are. This will involve a review of schemes of delegation and how they relate to the annual cycle of work between the board and the local tier.

This aspect of the review could be done though surveys, interviews or other feedback streams, and could be useful to understand how well connected the layers of governance are. Staff or community surveys may also be useful to understand the multiple layers of interactions.

Understanding the role of the members in an academy trust

Trusts are founded by members and run by trustees. Members have a general duty to exercise their powers to further the trust’s charitable object. In the majority of trusts this is ‘to advance for the public benefit, education in the United Kingdom’. This will be set out in the trust’s articles of association.

It is important that members do not undertake the trustees’ role, however, they will need to assure themselves that the governance of the trust is effective and trustees are acting in accordance with the trust’s charitable objects.

To enable members to assure themselves that the governance of the trust is effective, the board provides members with the information they require. This must include providing members with the trust’s audited annual report and accounts.

The review of an academy trust board should consider how effectively trust members exercise their responsibilities, and how they are assured that the academy trust board is exercising effective governance.

The review may need to include interviews with some members to talk through their role and how they feel they contribute effectively. It may also be useful to test the degree of involvement or overlap with the board and assure the academy trust of an appropriate degree of separation.

Members’ powers are set out in the trust’s articles of association.

Relationship with stakeholders

For some organisations, it will be highly valuable to assess the board’s interactions with a range of key stakeholders. The CGI’s paper on the stakeholder voice in board decision-making (https://www.cgi.org.uk/resources/technical-library/guidance-notes/general/the-stakeholder-voice-in-board-decision-making/) may be helpful with this issue.

An action plan

Although a report is helpful to summarise the findings of a review, an action plan developed with the board, executive leaders and the governance professional provides clarity on not only what needs to be delivered, but how it will be delivered. Appropriate input from the reviewer aids a clear understanding of the rationale for the recommended actions, but joint working promotes ownership for its implementation as the board will be responsible for implementing the plan.

Like all action plans, it should be timebound, specific and identify clear measures of success, and should cover how gaps in knowledge and skills will be addressed. Boards must also consider their capacity to implement change and whether further support will be needed to help ensure the recommendations from the review are implemented in a timely and effective way.

Progress and follow-up review

It may be helpful to invite the reviewer to return after several months to help assess the boards progress against an action plan. It is an opportunity to review how well improvements are being implemented, respond to any changes, and seek further advice. If you wish to include a follow-up visit, this will need to be considered in the cost of the review.

Reviewers can offer ongoing support to a board to support the effective delivery of action plans. However, it is important to ensure the reviewer’s independence is maintained, and the reviewer does not become too close to the board or any of its members. This role should be that of a ‘critical friend’ rather than of a mentor.

Resources to support self-review
- NGA: Governing board skills audit (https://www.nga.org.uk/Knowledge-Centre/Good-governance/Effective-governance/Governing-Board-Self-Review-(1)/Skills-Audit-and-Skills-Matrix.aspx)
- NGA: Governing board self-evaluation questions (https://www.nga.org.uk/knowledge-centre/governing-board-self-evaluation-questions/)
- DfE: School resource management self-assessment checklist (https://www.gov.uk/government/publications/school-resource-management-self-assessment-tool)
- CGI: Board evaluation in the charity sector (https://www.cgi.org.uk/resources/technical-library/guidance-notes/charity/board-evaluation-in-the-charity-sector/)
- CGI: Board evaluation process – visual aids (https://www.cgi.org.uk/resources/technical-library/guidance-notes/charity/the-board-evaluation-process-visual-aids/)
- DfE: Benchmark your school’s financial data (https://www.gov.uk/government/publications/academy-trusts-view-my-financial-insights)
- DfE: School resource management: top 10 planning checks for governors (https://www.gov.uk/guidance/school-resource-management-top-10-planning-checks-for-governors)
- CGI: Specimen charity board evaluation questions (https://www.cgi.org.uk/knowledge/resources/specimen-charity-board-evaluation-questions)
- CGI: Specimen board observation sheets for charities (https://www.cgi.org.uk/resources/technical-library/guidance-notes/charity/specimen-board-observation-sheets-for-charities/)
Resources to support self-review specifically for academy trusts
- DfE: Multi-academy trust (MAT) assurance framework (https://www.gov.uk/government/publications/multi-academy-trusts-establishing-and-developing-your-trust)
- NGA: Governing board self-evaluation questions (https://www.nga.org.uk/knowledge-centre/governing-board-self-evaluation-questions/)
- CST: Assurance framework for trust governance (https://cstuk.org.uk/guidance-improvement-hub/improvement-frameworks)
- DfE: Academies financial management and governance self-assessment (https://www.gov.uk/government/publications/academy-financial-management-and-governance-self-assessment-guidance)
- CGI: Multi-academy trust governance – board effectiveness (https://www.cgi.org.uk/resources/technical-library/guidance-notes/academy/multi-academy-trust-governance-board-effectiveness/)
The outcome of self-reviews and ERGs should be shared with trust members.