Upton House is committed to safeguarding and promoting the welfare of children and young people, along with their protection and expects all staff and volunteers to share this commitment.

Recruitment

As Trustees of a registered charity, the Council of Management of Upton House School is responsible for the selection and appointment of new members of the Council of Management (COM).  This is a legal responsibility that cannot be delegated, although we encourage the Headmistress, Bursar and other senior staff and organisations, such as a former pupil's association, or those who are close to the school, such as parents, to suggest the names of potential candidates.  As Charity Trustees we are aware of the importance of identifying the appropriate mixture of skills and experience that we and our successors need to manage the multi-faceted affairs of a modern school which is also a Company Limited by Guarantee (CLBG), a medium sized business and an important local employer, with some 50+ employees.

We devote a good deal of thought to sucessor planning and keep a register of the mixture of skills and backgrounds that we require for our Council.  Our aim is to achieve a balanced Council with a core of individuals with educational, legal, accountancy, finance, property management, business and marketing backgrounds.  We review this balance regularly, and try to achieve a wide range of professions and backgrounds.  We curently have 10 members of the COM, although our Governing Intrument specifies that there should be a minimum of 3 and maximum of 20.  There are no ex-officio members of the COM at the school.

Members of the COM are co-opted or appointed by election during a Council meeting.  Our aim is to ensure that at least one of these has strong connections with the school, either as a former pupil, or as a current or former parent.  We do not however, have "Parent Governors" in the sense of having spokesmen for the parent body on the Council.

Selection

The Clerk to the Council of Management

The Clerk to the Council of Management combines the role with that of Bursar.  In that capacity he/she is required to advise and assist the COM in the exercise of their functions, more details of which are set out below.  The Clerk to the Council of Management plays an important role in asisting with the appointment of new members of the COM, in arranging briefing and induction programmes at the school and in ensuring that the correct paperwork is sent.

The Initial Stage

When a potential member of the COM has been identified, who has expressed an interest;  he or she will be invited to visit the school and meet the Headmistress informally, and to have a tour of the school. If the Chairman of the Council of Management is not present at that stage, s/he will probably arrange a separate informal meeting, perhaps in the company of another, experienced member of the COM.  At that meeting, we will briefly describe our strategic vision for the next 3-5 years and the direction in which the COM see the school moving.  Our aim at the informal meeting is to ensure that every prospective member of the COM has a clear understanding of the commitment expected of him or her, in terms of time and attendance and is given sufficient material about the school that is in the public domain to allow a well-informed judgement to be made before committing themselves to the appointment process.

The Appointment Process

The second step is to invite the prospective member of the COM to submit a copy of his/her CV under a covering letter to the Chairman of the Council of Management.  Prospective members of the COM are interviewed by two or three senior members of the COM, who recommend appointments to the full COM.  Care is taken to select members of the COM who are prepared to serve for a minimum of three, and preferably, four years (which is the normal length of time for a term of appointment) and to be prepared to commit the time necessary to get to know the school.

All new appointments are formally recorded in the minutes of the Council, and a formal letter of appointment is sent by the Chairman, which specifies the term of the appointment, the total tenure for a member of the COM, and, if appropriate, the Sub-Committee(s) to which the new member of the COM has been appointed.

The Bursar in his/her role as Clerk to the COM obtains enhanced CRB disclosures on all new members of the COM and asks for evidence of their entitlement to work in the UK and that they are not disqualified from acting as a Charity Trustee or Company Director, for example by virtue of an undischarged bankruptcy, before their appointment is confirmed.  As all new members of the COM are appointed Directors of Upton House School Limited a completed Form 288(a) is sent to Companies House to register the appointment.  All the paperwork is handled by the Bursar/Clerk to the COM.

The Induction Process

Once a member of the COM has been appointed, the Clerk to the COM will send him/her an information pack on the school that supplements the information that was provided at the preliminary selection stage.  This includes:

• The Governing Instrument
• List of fellow Council members and their contact details
• The terms of reference and membership of sub-committees
• Dates of meetings for the ensuing year
• Minutes of most recent meetings
• AGBIS/ISC "Guidelines for Governors"
• The Charity Commission's CC3 - The Essential Trustee: What You Need to Know"
• School staff list
• The School Development Plan
• The School's Risk Register
• The School's Conflict of Interest Policy
• The School's Register of Interests
• The School calendar and list of functions
• A list of School policies

Safeguarding Children

All new members of the COM are briefed on safeguarding children as an important part of their induction.  The session, which is led by the school's Child Protection Officer, covers the legal position on child protection, the Council's responsibilities, handling allegations of abuse, including allegations involving a member of staff, dealing with bullying (including cyber-bullying), the schools' arrangements for checking staff, temporary staff and volunteers.

Members of the COM who will become involved in the recruitment of staff are asked to complete the Children's Workforce Development Council's (CWDC's) public online training package "Safer Recruitment".

Duties of the Council of Management

The COM's duties are to protect the assets of the school, to promote the achievement of its charitable objectives and to ensure that it is diligently and well run.  They are expected to exercise independent judgement with reasonable care and diligence.  They have to act fairly and in a manner that protects the reputation of the school.  It is their duty to keep in mind the interests of pupils, staff and parents, as well as that of the community.  They make sure that the school complies with the law, is solvent and complies with the financial regulations for charities and companies.  It must be adequately insured against possible public and employers' liability (including Governors liability) claims.  Members of the COM and Directors have a duty to declare any personal interest in any transaction or arrangement proposed by the school, to avoid conflicts of interest and not to accept benefits from interested third parties.  The Governing Instrument of the school defines the COM's responsibilities.

The school's Governing Instrument will also cover:

• The election of a Chairman and Deputy Chairman for the ensuing year
• The election of the Chairman and membership of all the sub-committees for the ensuing year
• The circumstances in which the Chairman and Deputy Chairman could be removed from office
• The role of the Clerk
• The constitution of a quorum
• Voting procedures

These are onerous duties which cannot be properly discharge in one meeting each term.  This has necessitated the creation of a number of COM sub-committees, to whom specific tasks have been delegated in their terms of reference.  Sub-committees include, but are not limited to, Finance, Development, Education and Bursary Committees.

Role of the Clerk to the Council of Management

The Clerk to the Council of Management is responsible for assisting the COM in the proper performance of the following responsibilities:

• The school's investment strategy, including its approach to risk and the selection of appropriate investment vehicles.
• The selection of professional advisers, including lawyers, accountants and bankers.
• Approving the purchase of capital items costing more than the level speciafically delegated by the full Council.
• Approving expenditure on buildings and maintenance costing more than the amount specifically delegated by the full Council.
• Ensuring that the COM discharge their responsibilities in accordance with the provisions of the governing instrument.

It is his/her duty to compile and produce agendas, papers and reports and minutes of meetings, to attend meetings and to speak as necessary at meetings of the Council and its sub-committees in order to enable the COM to monitor of the exercise of the operational powers which have been delegated.

Legal Liabilities of Trustees/Council of Management/Directors

The legal liabilities of Trustess or COM depend on the nature of their charitable deed.  Upton House School Limited is a Company Limited by Guarantee.  All members of the Council are Trustees of the Charity and Directors of the Company and are also members of the Company.

Insurance

Members of the COM bear significant leagal responsibilities.  Although liability insurance cannot provide blanket coverage, it can cover acts and omissions committed in good faith.

Retirement

Members of the COM are normally appointed for a term of four years which may be extended.  Members of the COM do not normally serve beyond the age of 75 or the end of the term of office during which they achieve the age of 75, provided the other members of the Council vote that they should continue.

A School Council made up of appointed and elected pupils meet regularly to discuss whole school issues.