Agenda and minutes
Setting the Agenda
A clear and focused agenda is a powerful tool to enable strategic governance. The clerk should consult with the chair of the board (or chair of the committee) and the headteacher about the content of the agenda for the meeting as each may have items to be included. There may also be items from individual governors/trustees to be considered for inclusion. The agreed agenda will then be drawn up by the clerk. It is helpful to have a template agenda, which can be added to, as there are some items which will feature regularly.
The agenda needs to have sufficient detail to enable governors or trustees to come to the meeting prepared and know what will be expected of them. The person leading the item needs to be aware of the intended outcome from the discussion; are the board/committee reaching a decision, making a recommendation, raising an action, fulfilling their role in monitoring or evaluation, holding to account?
Any documents which will be discussed at the meeting should be circulated with the agenda, or as soon after as possible. It is not good practice to table documents at the meeting; if this is unavoidable then reading time must be allowed.
To avoid any misunderstanding boards should have a clear procedure in place, known by all governors/trustees, if they wish to add items to the agenda. We advise that the agenda does not include 'any other business', as this may lead to inappropriate items being introduced, or a discussion started without sufficient information. Boards could include an item for 'urgent business at the discretion of the chair', where additional items may be included at the end of the meeting if they are appropriate and there is adequate time.
Many clerks, headteachers and chairs will have an agenda setting meeting, where the purpose of each item is clearly identified. Governors and trustees need sufficient information on the agenda to come to the meeting prepared and know what they will be expected to decide,discuss,agree or monitor. The agenda should identify documents the board is expected to read in preparation for the meeting and if they need to submit questions in advance of the meeting.
An agenda planner is a useful tool to plan in advance which meetings items will appear in. If the plan is completed for the year then reports and documents required can be identified in advance and plenty of notice given to the individual preparing the report so that it is available in time for the appropriate meeting. A model agenda planner for a board holding monthly meetings is available on the 'subscriber content' area of the website; this planner can be adapted for any meeting frequency.
People in attendance
It is essential to have an accurate record of governors or trustees present and others in attendance (by name). The attendance of the headteacher must be noted if s/he is not a governor or trustee, as must that of the clerk. It may also be useful to note governor/trustee categories and posts held (e.g. chair/vice-chair). A table showing names, with initials, allows an easy reference point if initials are to be used in the minutes. If someone leaves the meeting before the end, or withdraws for an agenda item this should also be noted. The attendance record for governors and trustees must be published on the school website.
Apologies for absence
The clerk needs to record those governors or trustees for whom apologies have been received. S/he also needs to record in the minutes of the meeting the names of those governors/trustees not present for whom consent for absence has been given by the board.
In a maintained school if the governing board does not approve the absence, this must be noted, as governors (except ex officio governors) will be disqualified from membership of the board if they are absent from meetings, without consent, for a continuous period of six months beginning with the date of the first meeting they missed.
Academy schools will need to check their articles for the rules applying to trustees and their agreed terms of reference for local governing bodies to see if a similar sanction applies.
Non-attendance at committee meetings does not count in the calculation towards the six month rule. It is only non-attendance at full governing board meetings. If a governor is suspended, the period of his/her suspension does not count towards the six month rule.
Conflict of interests
Governors or trustees may need to leave the meeting in some circumstances, where they have certain interests in the matter under discussion. Governors/trustees must declare any potential conflict of interests and the board (or committee) should decide whether this represents a conflict such that the governor/trustee should withdraw from the discussion and/or decision making. Governors and trustees will declare any pecuniary or business interests on the Register of Business Interests form available to download on the governor and trustee recruitment pages of this website.
A governor or trustee must withdraw where there is a conflict of interest between the individual and the board, or where there is any reasonable doubt about an individuals ability to act impartially in relation to the matter under discussion.
It is not permissible for a member of the school staff to be present at meetings considering the appointment of his or her successor, or for discussions relating to the pay and/or performance of another member of staff.
The clerk should withdraw if their own pay or performance is to be discussed.
Associate members may be excluded from any part of a meeting where the item of business concerns an individual member of staff or a pupil.
Where there is a dispute as to whether a person is required to withdraw from a meeting and/or not vote, this question will be determined by the other members of the governing board present at the meeting.
Governors and trustees should be mindful that in exercising governing board functions they must act with integrity, objectivity and honesty and in the best interests of the school. They must be open about the decisions they make and the actions they take and in particular should be prepared to explain their decisions and actions to interested parties.
If a governor, trustee or associate member leaves the meeting their withdrawal and return should be minuted.
Confidential items (Part two)
Confidential items should be used sparingly. Governance is intended to be open and transparent; governors or trustees should not make an agenda item or minutes confidential simply because the items discussed are contentious. There should be few occasions when confidentiality is required, since governing boards are tasked with acting strategically and should not need to discuss individual pupils or members of staff. However, from time to time, a governing board may need to discuss an agenda item under conditions of confidentiality. These discussions will be recorded as Part 2, confidential business.
Members of the public or individuals who are not part of the board who may have attended the meeting will have to be asked to leave while confidential business is dealt with. Any withdrawal and return should be recorded in the minutes. At the beginning of any confidential item the governing board or committee should agree to move into ‘Part Two’. The confidential nature of this part of the meeting should be brought to the attention of the individuals present, particularly when new governors or trustees join, who may be unfamiliar with the protocol. Anything discussed in Part 2 will remain confidential to the governing board.
Remember that Part 2 minutes must not be distributed by email; physical copies should be available at the next appropriate meeting for governors/trustees to read and agree.
The minutes are a legal record of matters discussed at meetings of the governing board and its committees. Minutes provide a record of decisions taken at meetings and may be used as evidence of those decisions in the case of a legal dispute. They also record challenge and questions from governors and trustees, along with actions to be taken, including a timeline and who is responsible. The minutes need to provide a concise, clear and unambiguous account of the meeting, but do not need to reproduce verbatim everything that was said.
The minutes are a public document and provide a means for stakeholders to read about what has taken place within meetings. In order to facilitate this the board may wish to publish minutes of their meetings on the school website.
Clerks may wish to download our document 'Practical Help for Producing Minutes' available on the subscriber content area of the website.
In order to view the subscriber pages and download the resources you will need to visit the governance microsite. Please ask your clerk, or the Governance Consultancy Team, for the link.