Guidance

Ofsted's corporate governance framework

Updated 30 March 2023

Applies to England

Introduction

This corporate governance framework (the framework) sets out the main responsibilities of the Office for Standards in Education, Children’s Services and Skills (Ofsted), the Ofsted board and His Majesty’s Chief Inspector (HMCI). It defines the relationship between the board and HMCI, and describes how the board will provide effective governance and fulfil its statutory responsibilities.

The framework takes account of relevant principles, standards and guidelines and will be reviewed annually to ensure it continues to reflect leading practice. ^{[footnote 1]}

Ofsted functions

Ofsted is a non-ministerial government department with a broad remit, sponsored by but independent of the Department for Education (DfE). It is responsible for the inspection and regulation of services for children and learners.

Currently, its functions include: ^{[footnote 2]}

• registration, regulation and inspection of childcare and early education
• inspection of all maintained and some independent schools
• inspection and assessment of children’s services provision in local authority areas, including joint reviews carried out by Ofsted with other inspectorates
• inspection of local authority, fostering and adoption services
• inspection and regulation of registered children’s homes, residential family centres, independent fostering agencies, voluntary adoption agencies, residential holiday schemes for disabled children and adoption support agencies in England
• inspection and regulation of children’s homes that are approved as secure accommodation
• inspection of further education and training
• inspection of secure training centres
• inspection of initial teacher education
• inspection of the Children and Family Court Advisory and Support Service
• determining the welfare of any child in boarding schools and colleges (except when an independent inspectorate has been appointed)

Statutory responsibilities

The Education and Inspections Act 2006 (EIA) established the Office for Standards in Education, Children’s Services and Skills as a body corporate and a new office of His Majesty’s Chief Inspector of Education, Children Services and Skills.^{[footnote 3]} The ‘board’ is not referred to as such in the EIA: instead, the ‘Office’ refers to the group that comprises the chair, HMCI and between 5 and 10 other board members.

The EIA prescribes different functions for the board and HMCI.^{[footnote 4]} As with other inspectorates, the legal arrangements are designed to preserve the independence of the Chief Inspector.

Ofsted’s functions are generally given in law directly to HMCI, not to the board, and the related resources also flow to HMCI directly.

The board

The chair and non-executive board members are appointed by the Secretary of State.

The board has the following functions:

• to determine strategic priorities for HMCI in connection with the performance of HMCI’s functions
• to determine strategic objectives and targets relating to such priorities
• to secure that HMCI’s functions are performed efficiently and effectively

The board is to have other functions in connection with the performance of the Chief Inspector’s functions as may be assigned to it by the Secretary of State.

The board is to perform its functions for the general purpose of encouraging:

• the improvement of activities within HMCI’s remit
• the carrying out of such activities as user-focused activities
• the efficient and effective use of resources in the carrying out of such activities

In performing its functions, the board is to have regard to:

• the need to safeguard and promote the rights and welfare of children
• any matters raised by the Children’s Commissioner with the board or HMCI
• views expressed by relevant persons about activities within HMCI’s remit ^{[footnote 5]}
• levels of satisfaction with such activities on the part of relevant persons
• the need to promote the efficient and effective use of resources in the carrying on of such activities
• the need to ensure that action taken by HMCI in relation to such activities is proportionate to the risks against which it would afford safeguards
• any developments in approaches to inspection or regulatory action
• best practice among persons performing functions comparable to those of HMCI

In performing its functions, the board must also have regard to such aspects of government policy as the Secretary of State may direct.

As noted above, some powers, responsibilities and resources are assigned directly to HMCI and do not flow from the board. Tables summarising the division of responsibilities between the board and HMCI are included as Annex A to this framework.

Role of the chair

The chair of the board has responsibility for:

• ensuring the board discharges its statutory duties
• encouraging high standards of propriety
• representing the views of the board externally and internally
• providing for the induction, training and assessment of individual board members
• agreeing with HMCI their performance objectives and targets

The chair and HMCI meet regularly, formally and informally, so as to promote full and open communication and alignment of priorities between the board and HMCI.  

HMCI

Role and responsibilities of HMCI

HMCI is a Crown appointee, with the terms of appointment determined by the Secretary of State.

HMCI’s powers and responsibilities derive directly from legislation, and they must report annually to Parliament on the performance of those functions.

HMCI has the general duty of keeping the Secretary of State informed about:

• the quality of activities within HMCI’s remit and (where appropriate) the standards achieved by those for whose benefit such activities are carried out
• improvements in the quality of such activities and in any such standards the extent to which such activities are being carried on as user-focused activities
• the efficient, effective use of resources in the carrying on of such activities and services

If requested to do so by the Secretary of State, HMCI must provide the Secretary of State with information or advice on such matters relating to activities within HMCI’s remit.

HMCI may at any time give advice to the Secretary of State on any matter connected with any activities within their remit, including advice relating to a particular establishment, institution or agency.

HMCI is to have other functions in connection with activities within their remit as may be assigned by the Secretary of State.

HMCI is to perform their functions for their general purpose of encouraging:

• the improvement of activities within HMCI’s remit
• the carrying of such activities as user-focused activities
• the efficient and effective use of resources in the carrying on of such activities

HMCI must ensure:

• that their functions are performed efficiently and effectively
• that, so far as is practicable, those functions are performed in a way that responds to:
  • the needs of persons for whose benefit activities within HMCI’s remit are carried on
  • the views expressed by other relevant persons about such activities

In addition to the statutory office holder functions, HMCI has the following responsibilities on behalf of Ofsted:

• appointing members of staff and management
• entering into contracts, acquiring or disposing of land and arranging accommodation

Reporting and accountability

Parliament

HMCI is also Ofsted’s Accounting Officer, appointed by HM Treasury. They are responsible for the preparation of the department’s resource accounts and their transmission to the Comptroller and Auditor General and through these also reports to Parliament. HMCI is also called to give evidence to the Education Select Committee and Public Accounts Committee.

The Annual Report and Accounts includes a governance statement, which covers:

• Ofsted’s corporate governance, including compliance with relevant codes of practice and conduct and details of any departures. ^{[footnote 6]} This includes the attendance record for each board and committee member
• actual and potential conflicts of interest and how these have been managed
• the principal risks affecting Ofsted

HMCI must make a separate Annual Report to the Secretary of State, who in turn must lay this before Parliament. The Annual Report sets out the state of services within HMCI’s remit, based on Ofsted’s inspection findings.

National Audit Office

The National Audit Office (NAO) audits Ofsted. The NAO also has the right to carry out value-for-money examinations into any Ofsted activities.

The board

In addition to accountability mechanisms in place that relate to the government and Parliament, the government’s arrangements for Ofsted provide additional accountability to the Ofsted board. The board has an important challenge and support role in relation to the inspectorate’s work and performance.

Board arrangements

The effectiveness of the Ofsted governance model, as for any organisation, relies on a constructive working relationship between the chair, board members, HMCI and the wider executive. Clarity of, and respect for, the individual roles of each aids in building the trust necessary for full and frank discussion when the board meets, and so that all areas of Ofsted’s work are open to board scrutiny.

Role of board members

The chair nominates a board member to act as the senior board member. The senior board member provides support to the chair and deputises for the chair as required. They determine whether meetings need to be held with the other board members without the chair. They also carry out an annual assessment of the chair’s performance.

The chair may also give an individual board member responsibility for a particular area of the board’s work.

Ofsted will take care to ensure that there is appropriate board representation at events when relevant and that board members are properly briefed in advance.

Committees

The board may establish and delegate functions to committees. These committees may establish and delegate to sub-committees if they wish. At present, the Audit and Risk Assurance Committee (ARAC) is the only such committee.

A non-executive board member serves on the executive Senior Civil Service Pay Committee and reports orally to the board on the propriety and fairness of that committee’s decisions.

A non-executive board member attends Ofsted’s Safeguarding Group as an observer. The Safeguarding Group reviews safeguarding developments and provides specialist safeguarding advice across all areas of Ofsted’s work, but it is not a decision-making body.

The board may also delegate any of its functions to the chair or to another board member. Any delegation should be formally recorded. In all cases, the board retains overall responsibility for its functions.

Members of committees and sub-committees will be proposed by the chair and agreed by the board. Committee and sub-committee members do not need to be board members.

Strategy, corporate planning and budget

The board determines strategic priorities for HMCI in connection with the performance of their functions, and determines strategic objectives and targets relating to such priorities, which are reviewed annually in order to monitor Ofsted’s performance. Performance against the strategy is considered at regular board meetings, using a dashboard of strategic measures and periodic deep dives into individual strategic priorities.

The board also reviews financial and other management information regularly, including through the ARAC, to ensure that HMCI’s functions are carried out efficiently and effectively.

Corporate governance and audit

The board sets and periodically reviews this corporate governance framework in line with its statutory obligations and relevant guidance.

The board scrutinises the ARAC’s annual report and any other issues referred by the committee to the board. The board offers advice to HMCI when appropriate.

Risk management

HMCI is responsible for Ofsted’s risk management processes. The board scrutinises Ofsted’s risk management processes through the ARAC. The chair of ARAC reports to each board meeting and offers advice to HMCI and the board relating to the appropriateness of mechanisms for the assessment and management of risk and of the measures taken to manage risks.

Litigation

The board is responsible for approving decisions concerning litigation that relates to functions exercised by the board. All other decisions regarding litigation are taken by HMCI.

Board and committee proceedings

The board takes collective responsibility for its decisions and actions, and individual members represent the board’s decisions.

The chair is responsible for the cycle of board meetings, agendas and minutes of meetings. The full arrangements for board meetings are set out in Annex B.

The ARAC scrutinises risk management, internal control and governance procedures. The ARAC chair is responsible for the cycle of ARAC meetings, the composition of agendas and minutes of meetings. The full arrangements are set out with the ARAC terms of reference in Annex C.

Board appointments

The Secretary of State for Education makes appointments to the board and determines the length of each appointment. They may also renew board members’ terms.

Appointments are made in accordance with the rules and procedures for public appointments.

Board members receive the terms and conditions of their appointment from the Secretary of State.

All board, committee and sub-committee members are expected to comply with the 12 principles of governance for all public body non-executive directors, included in this framework as Annex D, and the Cabinet Office code of conduct for board members of public bodies, which is included as Annex E.

Members must not disclose confidential information received in their capacity as board members to outside parties. This includes working papers of the board and its committees (except when these are published documents), unless they are required to do so by law or have gained consent to disclose the information from the person authorised to give it.

Time commitment

Ofsted expects board members to spend approximately 20 days a year on Ofsted-related business. This includes:

• up to 12 days a year preparing for and attending regular board and committee meetings
• one day a year attending a board day for development or strategic planning
• the remaining time on informal meetings and knowledge-building activities, such as attending inspections, training courses, induction briefings, regional visits or staff events

In addition, board members may spend time on core Ofsted business by:

• aiding with recruitment processes
• attending Ofsted events
• any other activity agreed with the chair and HMCI

Expenses

Board, committee and sub-committee members are entitled to reimbursement of reasonable expenses. Please refer to Annexes E and J.

Board induction, training and effectiveness

Ofsted will promptly inform new members about the terms of their appointment, duties and responsibilities. The board secretary will arrange for new members to meet with the chair of the board, HMCI and the Chief Operating Officer in advance of their first formal board meeting.

Board members should ensure that they have the skills, knowledge and training to fulfil their duties and responsibilities. We encourage them to shadow Ofsted inspections.

The board reviews its own performance regularly, making use of external reviewers at least every 3 years to provide independent expertise and challenge. The chair, in consultation with HMCI, reviews proceedings of the board periodically.

Performance review and reappointment

The chair reviews the performance of individual board members at least annually.

Before a member’s term expires, the chair advises the Secretary of State for Education on that member’s suitability for reappointment.

The DfE Permanent Secretary, on behalf of the Secretary of State, will review the effectiveness of the chair in a one-off performance appraisal ahead of any possible reappointment. This will take into account a range of views. A two-way discussion between the chair and DfE’s Permanent Secretary to review progress against objectives will take place at least annually.

Complaints about board members

If anyone alleges that a board member has failed to comply with the code of conduct, the chair will ask for details in writing to determine whether there is enough evidence to warrant investigation.

If the chair considers that an investigation is required, they will appoint an appropriate person to investigate and to prepare a report.

If the report concludes that there has been a contravention, the chair will refer the matter to the board to consider and determine what further action (if any) should be taken. This includes whether to recommend to the Secretary of State for Education that the member be removed from office as unable or unfit to carry out the duties of their office.

If it is alleged that the chair has failed to comply with the code of conduct, the board will appoint a third party to investigate under the above requirements, in place of the chair.

Termination

The Secretary of State may remove a board member from office if they are unable or unfit to discharge the functions of a member. If a board member fails to meet their obligations or responsibilities or to comply with the code of conduct, the chair may recommend to the Secretary of State that their appointment be terminated. The Secretary of State will provide 3 months’ written notice of termination.

The chair and other appointed members may also resign at any time by giving 3 months’ written notice to the Secretary of State.

Personal liability

The board is responsible for the rights or liabilities relating to the powers of the board, exercisable by the board.

Legal proceedings initiated by a third party against individual board members are very rare. If they do arise, individual board members who act honestly, in good faith and without negligence will not have to meet any personal civil liability (including costs) that is incurred in execution or purported execution of their board duties.

HMCI is responsible for any rights and liabilities relating to functions conferred in their capacity as officeholder of the office of HMCI.

HMCI is also responsible for the rights or liabilities relating to the powers of the board that are only exercisable by HMCI.

In any of these cases, responsibility in relation to rights and liabilities includes the carrying out of any legal proceedings.

Annex A: Responsibilities of the board and HMCI

	Responsibility of HMCI
Strategy	Prepare the strategy (strategic priorities, objectives and targets) for consideration and approval by the board Implement the strategy
Corporate governance	Prepare the corporate governance framework Prepare and approve the annual governance statement (included in the annual report and accounts) Accounting Officer’s responsibilities, including for the propriety and regularity of the public finances Maintain a robust system of internal control
Financial management	Review of expenditure Set the annual budget
Audit issues	Management and approval of internal and external audit plans, scope and coverage Ensure appropriate response to audit recommendations
Risk management	Setting and overseeing risk management arrangements
Annual report and accounts	Prepare and approve the annual report and accounts
Human resources	Appointment and all aspects of staff management and organisation
Litigation	Approval of decisions concerning litigation, except where litigation relates to functions exercised by the board
Safeguarding	Set safeguarding policies for all Ofsted functions and for staff/internal arrangements
Board administration	Ensuring the board is well supported by a board secretary

	Responsibility of the board
Strategy	Determine strategic priorities Determine strategic objectives and targets relating to such priorities Monitor Ofsted’s performance against its strategic objectives and targets to secure its functions are carried out efficiently and effectively
Corporate governance	Consider and approve the corporate governance framework Scrutiny of effectiveness of governance arrangements Ensure high standards of corporate governance at all times Ensure that Ofsted has regard to the views of users in the performance of its functions
Financial management	Scrutiny to secure that Ofsted uses resources efficiently and achieves value for money
Audit issues	Advisory functions mainly delegated to Audit Committee Scrutiny of Audit Committee’s annual report and consideration of any other issues raised by the Audit Committee (through the chair) to the board Advice to HMCI, if appropriate
Risk management	Scrutiny of risk management arrangements Scrutiny of strategic risk
Annual report and accounts	Review the annual report and accounts and recommend that HMCI approve them
Litigation	Approval of decisions concerning litigation where it relates to functions exercised by the board
Board administration	The cycle of board meetings, composition of agendas and minutes of meetings

	Responsibility of the ARAC
Corporate governance	Advise HMCI on strategic processes for risk management, internal control and governance Review the annual governance statement (included in the annual report and accounts)
Financial management	Provide assurance to the board and HMCI that a transparent system of prudent and effective controls is in place, including monitoring accounting policies and finances
Audit issues	Advice to board and HMCI relating to internal and external audit plans, scope and coverage; and audit reports and recommendations
Risk management	Advice to the board and HMCI relating to the appropriateness and effectiveness of risk management, including risk appetite
Annual report and accounts	Review the annual report and accounts in order to provide advice and assurance to the board and HMCI
Board administration	The cycle of committee meetings, composition of agendas and minutes of meetings

Annex B: Proceedings of the board

Scheduling meetings

Ofsted holds board meetings up to 6 times per year and not less than quarterly. The board secretary proposes a schedule of meetings for the calendar year commencing the following January, subject to the board’s approval. They provide the schedule no less than 4 months in advance.

The chair

The chair presides over all board meetings.

If the chair is absent from a meeting temporarily on the grounds of a declared conflict of interest or otherwise, the senior board member or, if necessary, another board member chosen by those present will chair the meeting.

The chair is responsible for maintaining order in the meeting and interpreting the rules and procedures of the board, with advice from the board secretary. Their decision is challengeable only when a majority of the members attending the meeting agree that the rules have been misinterpreted.

Executive attendance at meetings

Directors and senior employees may be asked by the chair to attend board meetings.

Support to the board

The board secretary acts as secretariat to the board and its committees. Their responsibilities include:

• all arrangements for board meetings, such as distributing meeting agendas and papers, in consultation with the chair
• administrative support for board members, including diary arrangements, agreed by the chair and HMCI, in relation to Ofsted business
• coordinating and clearing with the chair any requests from Ofsted staff, except HMCI and directors, for engagement with board members

The chair, board members and members of sub-committees should contact Ofsted staff through the board secretary. The board secretary coordinates the provision of timely interpretation and advice to HMCI and the board about the corporate governance framework, and about relevant ministerial or other guidance and protocols affecting Ofsted.

Agenda and distribution of papers

Board meetings address strategic issues and the areas of principal responsibility. The order of business at board meetings will follow the agenda, subject to the chair’s discretion.

The board secretary distributes papers to those attending seven days before meetings. Board members should have read the papers before each meeting and should seek any clarification required from the board secretary. Agenda matters requiring decisions should be supported by short papers that provide the necessary information on which to base a decision. Exceptionally, there may be circumstances where this cannot happen and, at such times, an explanation will be provided to the meeting.

Minutes of meetings

The board secretary sends draft minutes to the chair for comment and agreement within 7 working days of each meeting. Minutes are submitted for board discussion and approval at the board’s next meeting. Once approved by the board and with the exclusion of any confidential business, we aim to publish all minutes on the Ofsted website.

Making decisions

For decisions to be taken, the board should be properly constituted and quorate.

For the board to be considered quorate, at least half the appointed board members, plus the chair (or person deputising for the chair), should be present. When an odd number of members are appointed, a majority of those members should be present. Attendance may be virtual or in person. However, a board member absent at the time of the vote may not vote by proxy.

If a quorum is not available for discussion of any matter, this will be recorded in the minutes of the meeting.

When a quorum is not present within 30 minutes of the start of a meeting, or the meeting becomes inquorate during the meeting, the chair will adjourn the meeting and a new date, time and venue for the meeting will be arranged.

The validity of the proceedings of the board or any committee is not affected by any vacancy in membership.

If board decisions are needed, the chair may propose that these are made by consensus or by means of a majority of votes of the board members present who are eligible to vote at the meeting.

Deferral of decisions

Any board member may propose to defer a decision on an agenda item for any reason, for example so that the board can receive additional information. The decision to defer, the reasons for doing so and a proposed timescale for returning the matter to the board are for the chair to decide. These must be recorded in the minutes of the meeting.

A deferred decision may be taken by correspondence, if the board agrees this in the meeting. All deferred decisions taken between board meetings should be reflected in the minutes of the subsequent meeting.

Urgent decisions

There may be pressing circumstances when decisions must be taken outside board meetings. Every reasonable effort should be taken to solicit the views of board members before this decision is made. If urgent decisions that would ordinarily be taken at board meetings have to be made, the chair can take these in consultation with HMCI. The chair must then report the outcome at the next board meeting, with an explanation of the urgency. The decision will be recorded in the minutes of the next board meeting.

Resolutions in writing can be used in exceptional circumstances when it is agreed by the chair and HMCI that this is necessary. For a resolution to be effective, all board members who would have been entitled to vote on the resolution had it been proposed at a meeting must sign it. All must agree with the resolution. A resolution in writing is as effective as if the board had passed it at a meeting held for that purpose.

Interpretation

The chair or the board member presiding is responsible for interpreting the rules and procedures of the board, with advice from the board secretary. Their decision is challengeable only when a majority of the members attending the meeting agree that the rules have been misinterpreted.

The board secretary

The board secretary provides secretariat to the formal and informal board meetings, including any committees. They organise board induction and ongoing development, such as arranging shadow inspections for board members. The board secretary is the main contact for board members. The board secretary and their team also provide executive support to the chair.

Annex C: Audit and Risk Assurance Committee terms of reference and proceedings

The Audit and Risk Assurance Committee (ARAC) is currently the only committee.

Purpose

The ARAC advises both the board and HMCI (in their role as Accounting Officer). Its function is to support HMCI and the board in their responsibilities for risk, internal control and governance by:

• reviewing the comprehensiveness, reliability and integrity of assurances in meeting the board and HMCI’s assurance needs
• providing an opinion on how well the board and HMCI are supported in their decision-making and in discharging their accountability obligations (particularly in respect of financial reporting)
• reviewing information on governance, risk management and internal control

Responsibilities

The ARAC advises the board and HMCI on:

• the internal audit strategy and periodic internal audit plans, forming a view on how well they reflect the organisation’s risk exposure and support the Head of Internal Audit’s annual opinion
• the adequacy of the resources available to internal audit
• the results of internal audit work, including reports on the effectiveness of systems for governance, risk management and control, and management responses to issues raised
• the annual internal audit opinion and annual report and accounts
• the performance of internal audit, including compliance with the applicable standards, expected performance measure, and the results of both internal and external quality assurance assessments
• the adequacy of management’s response to issues identified by audit activity, including external audit’s management letter
• assurances relating to the corporate governance requirements for the organisation’s proposals for tendering (as appropriate) for internal audit services
• commissioning ad-hoc reviews in addition to the annual audit plan
• reviewing the effectiveness of anti-fraud policies and whistle-blowing processes

The ARAC reviews its own effectiveness and terms of reference at least every 3 years and reports the results to the board.

Membership

The ARAC comprises:

• the chair (who must be a board member)
• at least 2 other board members

The ARAC may co-opt external members with the approval of the board to bring in relevant skills and experience.

The chair and committee members may be appointed for the duration of their term on the board.

At least one member should be a qualified accountant or have recent financial experience. This member may be co-opted to the ARAC.

Meetings

The ARAC meets at least 4 times each year. The ARAC chair may convene additional meetings when necessary. HMCI, in consultation with the chair, or the board may, in exceptional circumstances, ask the ARAC to meet to consider any matter of relevant business.

At least 2 members (other than the ARAC chair) must be present for the meeting to be quorate. Attendance by telephone or video link is permissible for this purpose. Written comments about agenda items submitted by any member who is not present when an agenda item is discussed may be circulated to those members who are present at the meeting and read out at the meeting.

If the ARAC chair is unable to attend a meeting, then they, in consultation with the chair of the board, may ask another ARAC member to chair the meeting.

The following will normally also attend ARAC meetings:

• HMCI
• Chief Operating Officer
• Director, Finance, Planning and Commercial
• Head of Internal Audit
• a representative of the external auditors
• a representative of the internal auditors

Others may also be invited to address specific issues. The ARAC may ask any or all of those who normally attend but who are not members to withdraw, in order to facilitate open and frank discussion.

The ARAC will have the opportunity to meet privately with internal and external auditors without staff present to discuss any issues of concern or interest.

Secretariat

The board secretary acts as secretariat for the ARAC.

The ARAC papers are securely distributed to those attending 7 days in advance of meetings. The board secretary sends draft minutes to the ARAC chair for comment within 7 working days of each meeting. Minutes are agreed and comments addressed at the ARAC’s next meeting. Once approved by ARAC and with the exclusion of any confidential business, we aim to publish all minutes on the Ofsted website.

Reporting

The ARAC minutes are sent to the board and HMCI after each meeting.

The ARAC provides the board and HMCI with an Annual Report. This summarises the ARAC’s conclusions from the work it has completed during the year. It is timed to support the annual report and accounts and the governance statement.

Rights

The ARAC may procure specialist advice, subject to budgets agreed by HMCI.

Each new member receives a full induction and meetings with the chair, HMCI, the ARAC chair and the Director, Finance, Planning and Commercial.

The ARAC chair ensures that ARAC members have appropriate opportunities for training and development.

Access

The Head of Internal Audit and the representative of external audit have free and confidential access to the ARAC chair.

Information requirements

For each meeting, the ARAC is provided with:

• a report summarising any significant changes to the Ofsted risk register
• a report summarising Ofsted’s financial position
• a progress report from the external audit representative summarising work done and emerging findings

The ARAC is also provided with a progress report from the Head of Internal Audit summarising:

• work performed, and a comparison with work planned
• issues emerging from internal audit work
• management response to audit recommendations
• changes to the internal audit plan
• any resourcing issues affecting the delivery of internal audit objectives

As and when appropriate, the ARAC is also provided with:

• proposals for the terms of reference of internal audit
• the internal audit strategy
• the Head of Internal Audit’s annual opinion and report
• quality assurance reports on the internal audit function
• the draft annual report and accounts of the organisation
• the draft governance statement
• a report on any changes to accounting policies
• the external audit strategy
• the external auditor’s management letter
• a report on any proposals to tender for internal audit functions
• a report on cooperation between internal and external audit

Annex D: 12 principles of governance for all public body NEDs

As set out by the Institute of Directors, non-executive directors (NEDs) (also known, in the context of arm’s-length bodies, as non-executive board members) are appointed to the boards of organisations to bring: independence; impartiality; wide experience; special knowledge; and personal qualities.

As a NED of a public body, you should be expected to act in an independent manner, bringing expertise, scrutiny and challenge and support to your organisation.

You are bound by the code of conduct for board members of public bodies, which covers your conduct in the role and includes the Nolan Principles of Public Life.

NEDs on public bodies should demonstrate the following 12 qualities.^{[footnote 7]}

Expertise

Consider and act in the best interests of your organisation and its objectives; delivering the outcomes expected by your sponsor department, ministers and, ultimately, the public.

Consider the broader mission and duties of your sponsoring Secretary of State, their department and the government.

Ensure compliance with statutory duties and the organisation’s framework document and act within its powers.

Exercise reasonable care, skill and diligence in the exercise of their authority and judgement.

Scrutiny and challenge

Maintain independence from the executive to allow scrutiny of management and in meetings agree goals and objectives, and monitor performance and the reporting of performance, so that the public who use your organisation receive a high-quality service.

Satisfy yourself on the integrity of budget-setting to deliver objectives and financial information and reporting against budgets, and that financial controls and systems of risk management are robust and defensible. Meet the requirements of ‘Managing public money’, including supporting the Accounting Officer in fulfilling their duties to provide propriety and value for money in the use of public funds.

Champion high standards of risk management by ensuring your organisation has effective risk reporting, controls and governance, risk expertise and risk tolerances to effectively manage risk.

Represent your organisation to the department and to ministers, as well as ensuring ministers’ views are considered by the executive team of the organisation, as appropriate.

Support

Support the board in succession planning and be prepared to put yourself up for re-appointment, as well as promoting the need for a diverse board.

Participate in and promote regular reviews of your organisation, as well as the board’s own effectiveness, with particular focus on the organisation’s purposes and its efficiency in meeting these purposes. Engage in the appraisal process, including self-reflection on your own abilities.

Listen carefully to, ask appropriate questions of and support management to encourage discussion in a manner that promotes a culture where all perspectives are listened to, while fulfilling the individual director’s duties and responsibilities and respecting and valuing the expertise of the executive team.

Promote the success of the entity having regard to the interests of all members and stakeholders, and all risks.

Annex E: Code of conduct for board members of public bodies

Foreword

The government expects all holders of public office to work to the highest personal and professional standards. In support of this, all non-executive board members of UK public bodies must abide by the principles set out in this code of conduct.^{[footnote 8]} The code sets out, clearly and openly, the standards expected of those who serve on the boards of UK public bodies and should form part of individual members’ terms and conditions of appointment. It also makes clear that harassing, bullying or other inappropriate or discriminatory behaviour is not consistent with what is expected of a board member of UK public bodies and will not be tolerated. Any breach of the code should be viewed as a breach of the terms of appointment.

The principles set out in this code apply to all non-executive members on the boards of government departments, non-ministerial departments, executive agencies, non-departmental public bodies (NDPBs) and national public corporations. The code should be observed alongside the 12 principles of governance for all public body non-executive directors.

The code complements a public body’s governing documents (legislation, memorandum and articles of association, royal charter) and any administrative documents (framework agreements, memoranda of understanding) which may set out the responsibilities and obligations of its board members. The code’s provisions must be observed alongside the provisions set out in these documents.

In the first instance, any propriety and ethics issues should be raised with the senior responsible official within your sponsoring department, or the Permanent Secretary, as necessary. If additional advice is required, any questions should be directed to the Cabinet Office: pbpropriety@cabinetoffice.gov.uk.

Introduction

As a public office holder, your behaviour and actions must be governed by the principles set out in this code of conduct. It is your responsibility to ensure that you are familiar with, and comply with, all the relevant provisions of the code.

Key principles of public life

The key principles on which this code of conduct is based are the seven principles of public life. These are:

Selflessness

Holders of public office should act solely in terms of the public interest.

Integrity

Holders of public office must avoid placing themselves under any obligation to people or organisations that might try inappropriately to influence them in their work. They should not act or take decisions in order to gain financial or other material benefits for themselves, their family, or their friends. They must declare and resolve any interests and relationships.

Objectivity

Holders of public office must act and take decisions impartially, fairly and on merit, using the best evidence and without discrimination or bias.

Accountability

Holders of public office are accountable to the public for their decisions and actions and must submit themselves to the scrutiny necessary to ensure this.

Openness

Holders of public office should act and take decisions in an open and transparent manner. Information should not be withheld from the public unless there are clear and lawful reasons for so doing.

Honesty

Holders of public office should be truthful.

Leadership

Holders of public office should exhibit these principles in their own behaviour. They should actively promote and robustly support the principles and be willing to challenge poor behaviour wherever it occurs.

These principles should inform your actions and decisions as a board member.

General conduct

Use of public funds

You have a duty to ensure the safeguarding of public funds and the proper custody of assets which have been publicly funded. ^{[footnote 9]}

You must carry out these obligations responsibly – that is, take appropriate measures to ensure that the body uses resources efficiently, economically and effectively, avoiding waste and extravagance. It will always be an improper use of public funds for public bodies to employ consultants or other companies to lobby Parliament, government or political parties.

Allowances

You must comply with the rules set by the board and the public body regarding remuneration, allowances and expenses. It is your responsibility to ensure compliance with all relevant HM Revenue and Customs’ requirements concerning payments, including expenses.

Gifts and hospitality

You must not accept any gifts or hospitality which might, or might reasonably appear to, compromise your personal judgement or integrity or place you under an improper obligation.

You must never canvass or seek gifts or hospitality.

You must comply with the rules set by the body on the acceptance of gifts and hospitality. You should inform the chief executive ^{[footnote 10]} (or equivalent) of any offer of gifts or hospitality and ensure that, where a gift or hospitality is accepted, this is recorded in a public register in line with the rules set by the body.

You are responsible for your decisions on the acceptance of gifts or hospitality and for ensuring that any gifts or hospitality accepted can stand up to public scrutiny and do not bring your public office and the public body into disrepute.

Use of official resources

You must not misuse official resources for personal gain or for political purposes. ^{[footnote 11]} Deployment of such resources must be in line with the body’s rules on their usage.

Use of official information

You must not misuse information gained in the course of your public service for personal gain or for political purpose. ^{[footnote 12]}

You must not disclose any information which is confidential in nature or which is provided in confidence without authority. This duty continues to apply after you have left the board.

Political activity

In your public role, you should be, and be seen to be, politically impartial. You should not occupy a paid party political post or hold a particularly sensitive or high-profile role in a political party. You should abstain from all controversial political activity and comply with the principles set out in Cabinet Office rules on attendance at party conferences and on conduct during the period prior to elections and referendums, whether local or national. ^{[footnote 13]}

On matters directly related to the work of the body, you should not make political statements or engage in any other political activity.

You should inform the chair, chief executive and/or the parent/sponsor department before undertaking any significant political activity.^{[footnote 14]} Subject to the above, you may engage in political activity but should, at all times, remain conscious of your responsibilities as a board member and exercise proper discretion.

If you are an MP, member of the House of Lords, member of a devolved legislature, directly elected mayor, local councillor or police and crime commissioner, you are exempt from these requirements. There is no bar on such representatives taking a political party whip relating to their political role. You must exercise proper discretion on matters directly related to the work of the body and recognise that certain political activities may be incompatible with your role as a board member. You should not allow yourself to become embroiled in matters of political controversy.

In your official capacity, you should be even-handed in all dealings with political parties.

Employment and appointments

If you wish to take up additional employment or appointments during your term of office, you must inform the chair and/or the relevant parent department in advance, and allow them the opportunity to comment. Care should be taken if you accept additional public appointments, to ensure that you are not being paid twice from the public purse for the same time.

On leaving office, you must comply with the rules of the body on the acceptance of future employment or appointments. Each body should have its own rules on this.

Conflicts of interest

When accepting an appointment to the public body, you should consider if any conflicts of interest arise from your private interests or by virtue of any other roles you hold. You should consider, with advice from the appointing department, how these should best be managed, and agree these with the organisation.

You must ensure that no conflict arises, or could reasonably be perceived to arise, between your public duties and your private interests, financial or otherwise.^{[footnote 15]}

You must comply with the rules of the body on handling conflicts of interest. As a minimum, these will require you to declare publicly, usually in the body’s register of interests, any private financial or non-financial interests of your own, or of close family members, which may, or may be perceived to, conflict with your public duties. The rules will also require you to remove yourself from the discussion or determination of matters in which you have a financial interest. In matters in which you have a non-financial interest, you should not participate in the discussion or determination of a matter where the interest might suggest a danger of bias. ^{[footnote 16]}

It is your responsibility to ensure that you are familiar with the body’s rules on handling conflicts of interests, that you comply with these rules and that your entry in the body’s public register of members’ interests is accurate and up to date.

Responsibilities as a board member, including non-executive chairs

You should play a full and active role in the work of the body. You should fulfil your duties and responsibilities responsibly and, at all times, act in good faith and in the best interests of the body.

You should promote an inclusive and diverse culture in the body and your actions should help create an environment where different perspectives and backgrounds are encouraged and valued.

You should deal with the public and their affairs fairly, efficiently, promptly, effectively and sensitively, to the best of your ability. You must not act in a way that unjustifiably favours or discriminates against particular individuals or interests.

You must not harass, bully or act inappropriately towards or discriminate towards others. Such behaviour is not consistent with what is expected of you as a board member and will not be tolerated.

You must comply with any statutory or administrative requirements relating to your post.

You should respect the principle of collective decision-making and corporate responsibility. This means that, once the board has made a decision, you should support that decision.

You must not use, or attempt to use, the opportunity of public service to promote your personal interests or those of any connected person, firm, business or other organisation.

You must inform the sponsor department of the body of any bankruptcy, current police investigation, unspent criminal conviction or disqualification as a company director in advance of appointment, or should any such instances occur during your appointment.

You must also inform the sponsor department of the body of any change in your circumstances which results in you becoming bankrupt, subject to a police investigation, convicted of a criminal offence or disqualified from being a company director.

You have additional responsibilities as the chair of the body in leading the board/body and in ensuring that the principles covered in the codes of conduct for board members and staff (where applicable) are upheld.

Responsibilities towards employees

You will treat any staff employed by the body with courtesy and respect. It is expected that employees will show you the same consideration in return.

You will not ask or encourage employees to act in any way which would conflict with their own code of conduct.

Social media

Social media is a public forum and the same considerations, including the provisions of this code, apply as would to speaking in public or writing something for publication, either officially or in a personal capacity. When engaging with social media, you should at all times respect confidentiality, financial, legal and personal information.

Where any personal social media accounts used by you make reference or link to your public role, you should take care to ensure that it is clear in what capacity you are acting.

Raising concerns

You should ensure that the body has an open, transparent and safe working environment where employees feel able to speak up and raise concerns, and complaints procedures are clearly communicated to them.

If you have a concern about a possible breach of this code, a concern that you or any staff of the body are being asked to act in contravention of their own code of conduct, or a concern about misconduct or wrongdoing in any other areas, then you have a responsibility to raise that internally with the chair of the body or the Permanent Secretary of the sponsor department as appropriate. 

Annex F: Protocol on ambassadorial activities

This protocol applies to all board, committee and sub-committee members. The phrase ‘board member’ should be read as including all of these.

The protocol covers all activities and engagements carried out on behalf of Ofsted or when board or committee membership may be relevant. This might include requests to speak to the media, to publish articles or to attend provider, stakeholder or other events, including when:

• a board member receives an invitation in their capacity as a member of the Ofsted board, whether this is to an external or an internal event
• a board member pursues an engagement as part of a development plan agreed with the chair
• a board member pursues an engagement that does not have a direct connection with Ofsted, but where the member’s position with Ofsted may be used in publicity or be highlighted during the activity

When this protocol refers to consulting or getting the approval of the chair, HMCI or Ofsted’s communications team, members of the board should lodge the request with the board secretary, who will liaise as necessary.

General

HMCI is the official spokesperson of Ofsted.

In no case should board members express views that are at variance with agreed Ofsted policy on education and children’s social care inspection and regulation. If in doubt as to what is agreed Ofsted policy, board members should consult the chair or HMCI.

Board members must ensure that they are briefed appropriately before taking part in any activities covered by this protocol. The board secretary will arrange briefing, speaking notes or other forms of presentation on request, subject to appropriate notice.

The chair and board members are not restricted from activities in any personal or professional capacity when the activity is unconnected with Ofsted’s remit.

Media

A board member must get the chair’s approval before agreeing to speak to or in the presence of the national or local media or publishing articles or engaging in any other media-related activity, where this activity could relate to Ofsted’s remit.

The chair will consult with HMCI and Ofsted’s communications team, as appropriate, before approving any requests and before agreeing themselves to speak to or in the presence of the national or local media or publishing articles or engaging in any other media-related activity when this activity could relate to Ofsted’s remit.

Stakeholder and other events

A board member must get the chair’s approval before accepting any invitation to attend an event on behalf of Ofsted, or when they consider that engagement could be considered to conflict with their role on the board.

The chair will consult HMCI before approving or accepting themselves any invitation to attend an event on behalf of Ofsted, or when the engagement could relate to Ofsted’s remit.

Internal activities within Ofsted

Board members should notify the chair and the board secretary of any invitations that they receive to engage with Ofsted’s staff. The board secretary will inform HMCI of any invitations.

Annex G: Protocol for shadowing inspections

Shadowing an inspection means accompanying inspectors to observe either part or all of an inspection event. A person shadowing an inspection is not part of the inspection team and does not contribute to gathering evidence or to making inspection judgements.

Principles and approaches to shadowing inspections

Ofsted’s priority is to deliver high-quality inspections that improve outcomes without placing undue burden on providers. However, it is important that board members understand Ofsted’s work to fulfil their role effectively and they are encouraged to shadow some inspections.

Requests to shadow inspections should be sent to the board secretary.

Responsibilities of the lead inspector

When a shadow is proposed, the lead inspector should:

• consider with the relevant regional director the risk of the shadowing causing any difficulty or disruption to the inspection and/or to service providers and users
• discuss with the provider arrangements for shadowing during the initial conversation, either immediately after notification or immediately on arrival in the case of an unannounced inspection
• always ensure that the integrity of the inspection is paramount, including the ability of the lead inspector and team members to carry out the inspection fairly, rigorously and without undue interference

Responsibilities of the shadow

On all inspections, the person shadowing should:

• act so that the integrity of the inspection is maintained, including the ability of the lead inspector and team members to carry out the inspection fairly, rigorously and without interference
• observe inspectors and not take any active role in the inspections or discussions about the quality of the provider or the inspection unless invited to do so by the lead inspector
• consult written inspection frameworks and processes before the inspection to ensure that the most learning is gained from the opportunity
• take advice as needed from the lead inspector or any accompanying HMI, senior HMI or regional director as to the activities carried out on the inspection

Annex H: Registration of interests policy

This policy applies to all board, committee and sub-committee members. References to board members in this document cover all of these.

The aim of this policy is to:

• ensure that the board is aware of and manages any board member’s conflicts of interest before discussion of and decision on any item
• ensure that those providing information to Ofsted can be confident that it will be properly and objectively handled
• avoid any impression that a board member has used their position to their personal advantage

Each board member is responsible for their own compliance with these guidelines, the law and Ofsted’s conflicts of interest procedure. Board members are required to declare any real, potential or perceived conflicts of interest by following Ofsted’s conflicts of interest procedure.

Interests that should be registered or disclosed

Ofsted requires board members to register interests that are, or may be perceived as being, relevant or material to the business of Ofsted.

Board members must disclose as personal interests any of the following information about themselves, their partner and/or their immediate family:

• employment details for the board member, including directorships and membership of directing bodies
• details of any contracts to which the board member is party, and that will result in remuneration or receipt of grant
• names of any organisations in which the board member has a significant shareholding or other financial interest
• details of any membership by the board member of a professional body, subject association or trade union
• any other interests that the board member believes should be brought to the attention of Ofsted

Procedures for handling interests

The Director, People and Operations will advise the chair on how any identified or potential conflicts of interest should be managed. They will take the advice of HMCI, Ofsted’s legal services team and the Cabinet Office’s propriety and ethics team, where relevant. The Director, People and Operations will document any advice given and mitigations proposed and will provide a copy to the chair and the relevant board member.

Before any item is discussed at a board meeting, each board member must disclose any personal interests that they believe may arise in relation to that item. If an interest becomes apparent during the item, they must disclose it at the first opportunity.

If a board member has a personal interest, they should not participate in the item under discussion and should withdraw from the meeting, unless the board agrees by consensus that the matter is not significant or that the board member should remain for the effective running of the board. ^{[footnote 17]} This may include, but is not limited to, instances where their relationship is so slight or historical that it would be unreasonable to suppose that they have any significant interest, or where the decision and discussion will have no foreseeable implications for their interest.

In all instances where a board member reports a personal interest, the board member will not contribute to any decisions made in relation to that item.

Prejudicial and personal interests

Where a board member has a prejudicial interest in any business of Ofsted, they must immediately disclose this. They must withdraw from all involvement in discussions and decisions relating to that business. ^{[footnote 18]}

If a board member receives a paper or agenda on a matter on which they have a prejudicial interest, they must immediately return the paper or agenda to the board secretary.

If a board member becomes aware of a conflict during any discussion, they should disclose this immediately. The board must record a decision relating to the matter made at that time.

Registering interests

Board members must, within 28 days of their appointment to the board, register personal interests. All notifications (including nil returns) will be collected and retained by the board secretary, including dates of notifications.

The board secretary will ask board members to review their registration twice annually, but it is the responsibility of each board member to notify the board secretary of any changes within 28 days of the change.

From time to time, board members may have, or become aware of, interests that do not have to be registered but might still conflict with their duties. As well as keeping their entry in the register up to date, a board member must disclose to the board secretary these interests as soon as they become aware that they may cause a conflict, for example on receipt of an agenda for a meeting. These interests must be disclosed whether or not they are entered in the register. The register is available to the public on request and within the annual report and accounts, but will not be published on our website.

Guidance for board members on registering interests

In considering whether to disclose an interest, board members should ask whether, in the opinion of a fair-minded and informed observer, the interest would suggest a real possibility of conflict.

The following questions may be useful. In this context, ‘relevant party’ means anybody under inspection, a complainant or an organisation with a significant commercial relationship with Ofsted.

• Do you have, or have you recently had (within the past 2 years), any material business or other pecuniary relationships with a relevant party?
• Do you have, or have you recently had, any other relationships with a relevant party, the existence of which might suggest a real possibility of bias on your part?
• Have you taken a public position that might be seen as compromising your ability to deal objectively with a matter that is relevant to Ofsted’s functions?
• In the opinion of a fair-minded and informed observer, would the interests of close family members suggest a real possibility of bias?

Confidential information

It is a criminal offence for an individual who has information as an insider to deal in securities (including shares, debentures, warrants and options) on a regulated market. Board members who gain access to price-sensitive information through Ofsted will be considered ‘insiders’ under the Criminal Justice Act 1993.

Annex I: Gifts and hospitality policy

If a gift, reward or item of hospitality is offered in the capacity of or because of board membership, board members must complete and sign a gifts and hospitality form. They should then pass this on to the board secretary for them to countersign it.

The guiding principles governing the acceptance of gifts and hospitality are that:

• board members should not canvass or seek gifts or hospitality
• the conduct of board members should not develop suspicion of any conflict between their official duties and personal interests or advantage
• board members or their relatives should not accept a gift, reward or hospitality that would, or might appear to, place them under any obligation to the giver, compromise their impartiality, or otherwise be improper; or if the offer is more frequent or regular than would be regarded as normal or reasonable, considering the nature and value of the item

When it is possible to estimate a monetary value, board members should not accept a gift, reward or hospitality over the value of £25.

If the board member is in doubt about the propriety of accepting a gift, reward or item of hospitality, it should be refused.

The principles listed above are not intended to stop board members from accepting, for example:

• an isolated gift of a trivial nature or value, such as a diary or calendar
• the occasional meal during an official visit
• tickets to cultural or social events if attendance is justifiable in the interests of Ofsted, such as when Ofsted has membership or is affiliated to another organisation and is invited to attend its annual dinner

A distinction should be made between items offered as hospitality and those offered in substitution of fees for broadcasts, speeches, lectures or other work done in an official capacity. Offers of this kind may be acceptable when the item is of a trivial nature or value.

The decision as to whether to accept a gift ultimately lies with the board member.

Gifts and hospitality form (example)

Hospitality or gift offer and date	Decision	Reason
Lunch with MP, 23 May	Accepted	Value small and in course of visiting schools in the MP’s constituency
Day at racing offered by multi-academy trust on 20 June	Declined	Offer clearly had significant value, corporate box, dining and so on. MAT has many schools that will be inspected by us; therefore, the gift could be perceived to offer advantage.

Annex J: Expenses policy

Board members may claim only expenditure or costs actually and necessarily incurred on Ofsted business, within the guidelines of this policy.

Ofsted business covers all activities and engagements necessarily carried out on behalf of Ofsted and in accordance with the ambassadorial protocol.

Activities covered include those when a board member, with the agreement of the chair, takes part in an external or internal event.

Home to office travel expenses

Board members are entitled to reimbursement of ‘home to office’ or ‘home to venue’ travel expenses.

Arrangements for ‘home to office’ travel need to be agreed with Private Office as part of the terms of appointment. Home to office travel is regarded by HMRC as ‘regular commuting’ and will be subject to tax and national insurance (NI). Ofsted will pay the grossed-up tax and NI on behalf of board members who have the relevant agreements in place.

Methods of travel

Board members are encouraged to consider the cost, efficiency and sustainability of their method of travel. They should contact the board secretary to discuss the options available to them.

Board members’ travel is by standard class and all tickets should be ordered and paid for through the board secretary whenever reasonably possible. If tickets of other types are used, or are booked by other means, members must provide documentation to the board secretary for reimbursement at the applicable standard class rate.

Rail tickets should be booked as far in advance as possible and open returns avoided whenever possible.

Although board members are expected to travel standard class, first-class tickets may be used when:

• the overall cost of first-class travel is less than the cheapest available ticket for standard class (this will need to be evidenced)
• the board member is reimbursing Ofsted for the difference between the first-class ticket and the cheapest available ticket for standard class
• the board member has a medical need requiring them to travel in first-class accommodation and first-class travel has been pre-approved

Board members who are using their own vehicle must have a fully comprehensive insurance policy, including for business use, if using their private vehicle on Ofsted business. Maintaining the required insurance cover is the board member’s responsibility. Board members should contact the board secretary to discuss the requirements of their insurance and documentation and to find out the mileage reimbursement rate applicable to their vehicle.

If a journey by road during the day is to exceed 150 miles, the board member should use a hire car or public transport, unless circumstances render this impractical. The board member should discuss such circumstances with the board secretary.

Hotel expenses

Board members requiring overnight accommodation should contact the board secretary, who will make an appropriate reservation using Ofsted’s preferred partner.

Subsistence

The board secretary will provide details of current day and overnight subsistence rates. Meal and incidental costs, including costs incurred while staying at hotels arranged by the board secretary, will be reimbursed up to these limits.

Board members are normally required to attend an evening meal before each board meeting. Board members may claim up to £22.50 per person towards the cost of the meal. Alcohol and gratuities may not be claimed for. Expense claims should be submitted to the board secretary.

Expense claims

Expense claims must be made on an Ofsted expense form, which will be made available to board members on request.

Before submitting a completed expense form, board members should ensure that they have included all receipts and signed and dated the form.

Claims for expenses should be submitted within 3 months of incurring the expense, unless there are exceptional circumstances.

Publication of expenses claims

In line with Cabinet Office guidance, the business expenses of board members are published quarterly. This includes an itemised breakdown of travel, hotel and other costs, including hospitality.

1. ‘Corporate governance code for central government departments’ (relevant to arm’s-length bodies) and supporting guidance, HM Treasure and Cabinet Office, 2017.
   ‘Code of conduct for board members of public bodies’, Cabinet Office and Efficiency and Reform Group, 2011 (updated 2019).
   ‘Partnerships between departments and arm’s-length bodies: code of good practice’, Cabinet Office, 2017. ↩

2. Education and Inspections Act 2006, part 5. ↩

3. Education and Inspections Act 2006, section 112
   Education and Inspections Act 2006, section 113. ↩

4. Education and Inspections Act 2006, section 116
   Education and Inspections Act 2006, section 118. ↩

5. ‘Relevant persons’ are defined as persons who have an interest in such activities, whether: (i) as persons for whose benefit they are carried on; or (ii) as parents (if they are carried on for the benefit of children); or (iii) as employers.Education and Inspections Act 2006, section 117. ↩

6. ‘Corporate governance code for central government departments’ (relevant to arm’s-length bodies) and supporting guidance, HM Treasure and Cabinet Office, 2017.
   ‘Code of conduct for board members of public bodies’, Cabinet Office and Efficiency and Reform Group, 2011 (updated 2019).
   ‘Partnerships between departments and arm’s-length bodies: code of good practice’, Cabinet Office, 2017. ↩

7. ‘12 principles of governance for all public body NEDs’, Cabinet Office, 2021. ↩

8. ‘Code of conduct for board members of public bodies’, Cabinet Office and Efficiency and Reform Group, 2011 (updated 2019). ↩

9. For more guidance on how to handle public funds, please refer to ‘Managing public money’, HM Treasury, May 2012 (updated September 2022).
   This should be taken to include all forms of receipts from fees, charges and other sources. ↩

10. HMCI is Ofsted’s chief executive. ↩

11. This includes facilities, equipment, stationery, telephony and other services. ↩

12. Board members who misuse information gained by virtue of their position may be liable for breach of confidence under common law or may commit a criminal offence under insider dealing legislation. ↩

13. ‘Civil servants and party conferences: guidance’, Cabinet Office, September 2012 (updated September 2022).
    ‘Election guidance for civil servants’, Cabinet Office and Civil Service, February 2011 (updated March 2022). ↩

14. HMCI is Ofsted’s chief executive. ↩

15. In general, all financial interests should be declared. When considering what non-financial interests should be declared, you should ask yourself whether a member of the public, acting reasonably, would consider that the interest in question might influence your words, actions or decisions. ↩

16. These are common law provisions. ↩

17. If the board cannot reach a consensus on this, the chair will decide whether the member should participate. If the conflict relates to the chair, this responsibility will pass to the senior board member. ↩

18. A board member has a prejudicial interest in any business of Ofsted when their personal interest in that business is one that a member of the public with knowledge of the relevant facts would reasonably regard as so significant that it is likely to prejudice the member’s judgement of the public interest. ↩