The Importance of an Independent Governance Professional on Academy and Trust Boards

In academies and multi-academy trusts, having an independent governance professional (clerk) on the board is increasingly recognised as best practice. An independent clerk brings impartial oversight and expert guidance that an internal staff clerk often cannot provide. Unlike a clerk drawn from a school staff team, an external governance professional offers neutral, specialised support free from school politics, ensuring unbiased advice, rigorous compliance, and effective governance. By contrast, relying on a staff member as clerk can introduce conflicts of interest and limit the board’s effectiveness. This article explores the benefits of independence in governance – including impartiality, professional expertise, confidentiality, and strategic support – and highlights the clerking support available from Capita Entrusts Governor Services (as per their Governor Services offer) for schools and trusts seeking high-quality governance assistance. 

Neutral & Impartial Oversight

Independent governance professionals are free from internal school pressures or conflicts, ensuring unbiased advice and minute-taking.

Expertise in Governance

External clerks bring up-to-date knowledge of legal requirements and best practices, leading to more compliant and effective board meetings.

Enhanced Board Accountability

With clear service standards, independent clerks help the board follow proper procedures and stay strategic, improving accountability and decision-making.

Impartiality and Independence in Governance

An independent governance professional provides impartial and unbiased support to the board, which is crucial for robust decision-making. All academy trust boards are required to appoint a clerk, but best practice dictates that this person should not be a member of the school staff to avoid role conflicts. When the clerk is an internal staff member (for example, a school administrator or assistant), there is an inherent risk of conflicts of interest. Such a clerk might feel torn between loyalty to their school leadership and their duty to the board. For instance, if the board is discussing sensitive issues like school leadership performance or staff discipline, an internal clerk could be put in an awkward position, potentially influencing (or limiting) what gets recorded or advised due to workplace relationships. In contrast, an external governance professional has no stake in the school’s internal hierarchy, allowing them to document proceedings objectively and advise frankly without fear of reprisals or favouritism. This neutrality builds trust: board members can be confident that the advice they receive, and the minutes recorded are free from bias and internal influence, and stakeholders know that governance processes are transparent and fair.

Impartiality also means greater confidentiality. Because an independent clerk is not part of the day-to-day staff team, boards can discuss sensitive or confidential matters more freely, knowing that information will remain within the boardroom. Internal staff clerks, by virtue of working among the staff, may inadvertently share knowledge or face pressure from colleagues curious about board decisions. An independent governance professional, however, is duty-bound to confidentiality and distinct from school gossip channels, which safeguards the board’s private deliberations. Moreover, professional clerks are trained to advise on handling conflicts of interest and confidentiality during meetings – ensuring that board members recuse themselves when appropriate and that sensitive discussions are properly managed. This level of impartial guidance helps maintain the board’s integrity and the confidence of trustees and stakeholders in its governance.

Professional Expertise and Training

A trained governance professional brings specialized expertise that elevates the quality of board governance. Modern academy trust boards operate in a complex regulatory environment, so having a clerk who is well-versed in education law, governance regulations, and best practices is invaluable. Independent clerks typically undergo dedicated training and continuous professional development in governance. They stay up to date with policy changes, regulatory requirements, and governance best practice through networks and briefings. In fact, the UK Department for Education and governance experts emphasize that “professional-quality clerking is about much more than taking minutes… it’s about providing governing boards with expert advice on governance, procedures, and compliance, and directly contributing to efficient conduct.”. In other words, an independent clerk doesn’t just record what was discussed – they actively guide the board on process and compliance. For example, they can advise the chair and trustees on constitutional or procedural questions, reference the latest Academy Trust Handbook or governance legislation when needed, and ensure that every decision is made within the legal framework. 

By contrast, when a school uses an internal staff member as clerk, that person may not have the same level of governance training or breadth of experience. Often, school staff acting as clerks juggle this duty on top of their primary job, leaving little time for deep training in governance. They might be unfamiliar with the finer points of academy trust regulations or not fully confident intervening on procedural matters. This gap in expertise can lead to oversight errors – e.g. missing a required policy review or not alerting the board when a decision process doesn’t meet statutory requirements. An independent governance professional, however, does clerking as their core profession. They are more likely to produce accurate, high-quality minutes and ensure statutory obligations (such as quorums, registries of interests, timely policy approvals) are met consistently. Additionally, external clerks are often part of professional networks or services that provide termly updates and briefings, so the board benefits indirectly from a broad knowledge base and support system behind the clerk. 

Strategic Support and Enhanced Board Effectiveness

Beyond compliance, an independent governance professional contributes to the strategic effectiveness of the board. Because they are not involved in the school’s daily operations, external clerks maintain a “big picture” perspective of governance. They can devote time to planning agendas with the Chair that focuses on strategic priorities rather than getting caught in operational details. A professional clerk will ensure that meetings are well-structured, and that trustees have the information in advance to make informed decisions. During meetings, a seasoned clerk can gently steer proceedings by advising on points or reminding the board of its strategic role. For instance, governance professionals often advise the Chair when discussions stray into operational territory or when protocol (like declaring an interest) needs enforcement. This friendly but firm guidance keeps the board focused on governance matters and prevents inefficiencies or lapses in protocol. 

An internal staff clerk might not feel empowered to interrupt or correct senior leaders during meetings. They may hesitate to point out, say, that the discussion has veered off the agenda or that a proposal contradicts a regulation – especially if their day job superior is in the room. An independent clerk, however, sees the board as their “boss” for this context and is accountable to governance standards above all. They are unafraid to speak up to ensure proper procedure, knowing that is exactly why they are there. This strengthens the board’s accountability as well: when processes are followed and recorded properly, the board can be held to account (and can demonstrate its own compliance to inspectors or stakeholders). 

Moreover, an external governance professional usually operates under a service level agreement or code of conduct, which means they adhere to defined quality standards for clerking (timely distribution of papers, accurate minutes, professional neutrality, etc.). This built-in accountability drives consistently high performance. If the individual clerk is unable to attend a meeting or fulfil duties, their service provider will typically arrange a qualified substitute or backup plan – ensuring the board is never without support. In short, the board enjoys reliable, professional service that helps it run efficiently: meetings start on a well-prepared footing, governance decisions are properly documented, actions are tracked, and the board’s work remains aligned with its strategic aims. 

Comparison: Internal Staff Clerk vs. Independent Governance Professional

To summarize the differences, the table below compares a clerk who is an internal staff member (part of the school’s team) with an independent governance professional on key dimensions: