What governance lessons independent school groups can learn from multi-academy trusts?

Introduction

Multi academy trusts (MATs) have played a key role in the operation of a significant part of the state funded school sector for the last 20 years. Over this time, the shape and form of the educational world for state funded education has changed beyond recognition, and, as a firm, Stone King has been involved with the development and growth of some of the country’s largest chains of MATs. With this work has come a significant degree of experience in what has worked and, crucially, what hasn’t, in terms of the management, governance and development of MATs.  

The independent schools’ sector is going through a period of unprecedented challenge and change and one of the consequences of this is the growth of a number of independent school “MATs”. Our work as a firm includes a sustained volume of merger work for both schools joining groups and groups acquiring schools, often alongside advice on the governance issues that arise in practice. Working across both sectors gives us a clear view of what strong group governance looks like when it really matters, such as the integration of new schools to a group and when challenges arise.

Just how far can the structures and the lessons learned from MATs be applied to independent schools? Are they transferable or are the challenges faced by the independent sector unique or, at least, different?  

Lesson 1: There’s no ‘I’ in Group

One of the most consistent early faultlines in multi-school structures is misaligned expectations about autonomy.For MATs, it is now generally well-understood that a school joining a trust is moving into a model where ultimate authority and accountability sits at MAT board level and is then delegated, rather than each school retaining ‘sovereign’ decision-making by default. However, that is now – in the earlier days of MATs, many schools joined MATs buoyed by promises of being able to retain their autonomy with light-touch governance and oversight. Those promises were just that – the fact of the matter is that it is the MAT itself which is accountable legally and financially and it follows that the governance structure and architecture must reflect that.

This is a journey which is still being explored by independent school groups. We see cases, especially where growth happens through incremental acquisitions, where schools joining a group expect to operate as if little has changed.

In MATs, tensions often surface as a steady stream of queries and concerns from the local governing boards when they dislike what the trust board has decided. The same dynamic appears in independent groups: ‘local’ leaders or governors question why decisions have moved ‘up’ or why a group policy is displacing historic custom at school level. It is inevitable that independent schools joining groups will lose autonomy – liability sits with the main board and to have otherwise would see an unworkable loose federation that struggles to move quickly and manage risk consistently.

In practice, groups should:

• Select partners with compatible instincts about accountability – including that the group board sets strategy and guardrails, and that local bodies operate within delegated authority. 
   
• Make the autonomy trade-off explicit, early, and repeatedly – group membership means accepting group decisions, even where they are unpopular locally.
   
• Define the purpose of any ‘local board’ before you populate it – the key is to prevent the local tier becoming either a talking shop with no real function or a shadow board competing with the group board.
   
• Build a shared narrative: why the group exists – autonomy debates reduce sharply when stakeholders can see (and repeat) the group’s purpose.

Lesson 2: Plan the group’s governance framework

Governance models should not be negotiated piecemeal as each new school joins, with the framework becoming an accumulation of local compromises rather than a coherent system that serves the group’s strategy. By comparison, the academy trust environment has learned to place strong emphasis on clarity of governance expectations and how the distinct organisational structures will operate. 

In merger transactions, we still see groups nearing completion without the fundamentals in place: no scheme of delegation, committee/board terms of reference that are too thin, and no shared language for who is Responsible, Accountable, Consulted and Informed (a simple RACI approach can be invaluable here).

What groups should do differently:

•    Design the framework early and alongside the growth project.

•    Put the basics in writing – clear schemes of delegation, committee/local board terms of reference, and matters reserved for the group board.

•    Use a RACI-style map for recurring ‘flashpoint’ decisions, such as budget-setting, admissions/fees strategy, safeguarding escalation, complaints etc. 

•    Avoid designing governance by concession – local preferences matter, but the framework should be driven by the group’s strategy and risk appetite.

Lesson 3: Choose a governance framework which fits with your strategy

Governance must fit each organisation. There is no one size fits all approach here. A structure that is ‘simple’ for others may be a nightmare for you if it does not match how you intend to run the group. Equally, a structure that is ‘standard’ for the sector may not be what you want if your strategic differentiator is autonomy or a distinctive ethos. 

A useful reference point from MATs is that governance expectations are presented in a structured way, with guidance that distinguishes between what is a ‘must’ (legal/regulatory requirement) and what is a ‘should’ (minimum good practice). There is value to a clear focus on governance structures and reflecting the specific context in which academy trusts operate.  

While elements of compliance for independent schools are different, the fundamental principle of being clear about what you are seeking to achieve with your governance structure and designing that structure to meet your requirements is key.  Groups should aim to be deliberate about what the structure is trying to achieve and then design to that purpose rather than defaulting to a template.

How to make sure the framework fits the strategy:

•    Start with the strategic ‘why’, then work backwards to governance.

•    Test structures against real decisions – run recurring decisions through the model and ask: who decides, who recommends, who can veto, who escalates?

•    Build in the ability to evolve – a framework that works for a small group of two or three schools locally clustered is unlikely to work effectively as the group develops and operations become more diverse. If you expect growth, plan for it as far as possible. 

•    Be honest about readiness for ‘innovation’ - if the group is still aligning culture and reporting, a highly novel structure may create ambiguity rather than empowerment.

Conclusion

The three lessons all point to the same underlying message: good group governance is a shared understanding of why the group exists, where authority sits and how decisions will be made.

One of the most useful takeaways from MATs is governance clarity. Expectations are framed in structured terms, with a distinction between what is required and what is minimum good practice. Independent schools can borrow from this mindset.

Please contact either Stephen Ravenscroft (stephenravenscroft@stoneking.co.uk) or Kenji Batchelor (kenjibatchelor@stoneking.co.uk) if you would like to discuss any points arising. 
 

This article originally appeared in the HaysMac Schools Briefing for ISBA 2026.