UK: What Are Academy Directors' Legal Duties?

Last Updated: 24 June 2019
Article by Hayley Marsden and Chris Billington

And what to do when directors go rogue...

The recent case of Stobart Group Ltd v Tinkler: a salutary reminder to directors of multi-academy trusts of their duties under the Companies Act 2006.

Case details

The case concerned a disgruntled director who shared confidential financial and other information about the company and made approaches to key stakeholders without the board's knowledge or approval (referred to as "briefing against the board"), including taking steps to ensure his own re-election and attempted appointment as chair of directors.

The court was asked to look at a range of governance issues, including the exercise of the powers of a director for their proper purpose, acting in good faith in the company's best interest and exercising independent judgement.

Current Department of Education policy (in accordance with governance best practice) is for a clear separation between the members of a MAT and its directors, avoiding overlap and potential conflicts between the separate roles and responsibilities of members and directors.  That allows for a similar scenario as appears in this case to arise; in particular, where members are not treated equally when it comes to information being disseminated from the board and personal relationships between members and directors.  The issue can frequently be exacerbated when a board is comprised of individuals with other commitments and potential conflicting interests, whether as employees of the MAT, as parents, as nominees of the local authority, diocese or foundation, or simply with their own business or other personal interests within the local community.

Academy directors legal duties

Academy directors should at all time be mindful of their company law duties under sections 170 to 177 of the Companies Act 2006, which include:

  • the duty to act within powers (i.e. in accordance with the company's articles of association);
  • the duty to exercise independent judgment;
  • the duty to promote the success of the company;
  • the duty to exercise reasonable care, skill and diligence;
  • the duty to avoid conflicts of interest;
  • the duty not to accept benefits from third parties; and
  • the duty to declare an interest in proposed transactions

With regards to the exercise of independent judgement, the case confirmed that this does not allow a director to simply "go off and do his own thing". A director may, and should (in fact it is essential that they) feel able to, raise a dissenting opinion. Having raised a dissenting opinion, however, a director must be careful of their responsibilities to the collective decision making body and should not make approaches to individual members or others to air their views, or dissatisfaction.

It is not the case that a dissenting director is obliged to resign.  It is entirely appropriate that a dissenting director accepts that the collective decision of the majority of the board has been genuinely taken in the best interest of the company.  Decisions of the board are generally taken as a majority recognizing that there is no need or expectation of unanimity.

The directors' duties as referred to above are due to the company as a whole and not to any particular member (or even a majority of members), for that oversteps the boundaries of the company's separate legal personality as distinct from its members.  Promoting the interest of some members gives preference to those members distinct from all members and distinct from the interests of the company.

In this case the court held that:

  • the dissenting director should not have aired his concerns to selected stakeholders without having first raised them with the board.  Even if members had prompted the issue the director should have maintained the collective line instead of disclosing his personal position and views.  "Briefing against the board" was in breach of the duty of loyalty; and
  • divulging confidential and misleading information (to members and employees) was a breach of loyalty and the duty to exercise independent judgement.

This is not to say that a dissenting director cannot make their concerns known.  If necessary this should be done in an open and transparent way, ideally led by the board as a whole, which treats all members equally and fairly and which thereby enables the members to reach a considered position, with the benefit of all relevant information, in accordance with their own duties to the company. 

What can MATs do prevent rogue directors?

MATs can take steps to prevent "briefing against the board", such as putting in place a code of conduct setting out the relationships between directors, governors, members of the MAT, staff other stakeholders and the wider community. A code of conduct could also cover formal and informal communications and delegated functions, as well as provisions reminding directors of their obligation to act in the best interests of the MAT, rather than for any personal gain.

Wrigleys Comment

Chris Billington, head of the education team at Wrigleys comments: "To avoid the potential for issues such as those which came before the court in this case arising, MAT boards should aim to promote a culture of clear communication and appropriate channels for discussion amongst the board. In circumstances where it appears to the board that they have no alternative option but to remove a director who has breached their duties, the board should take care to ensure that any such removal is in accordance with internal policies, the MAT's articles of association and the applicable company law and that at all times the board is acting in what they genuinely consider to be in the best interests of the MAT."

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions