Charity Commission advice on prep school merger finally revealed
- Credit: Archant
The site of a preparatory school involved in a controversial merger has yet to be transferred, more than six weeks into the new school's academic year.
Langley Preparatory School and Taverham Hall Preparatory School announced in May they would merge in September, under the name Langley Preparatory School at Taverham Hall, and be based at the Taverham site.
In July, the Charity Commission revealed it had 'some regulatory concerns', but later said it was satisfied the trustees 'acted within their powers and in the best interests of their respective charities'.
However, it issued formal regulatory advice, which has now been released following a Freedom of Information request by this newspaper.
The advice said any transfer of the Taverham Hall site to Langley School would require a formal order from the Commission or court if it did not comply with a section of the Charities Act 2011 which places restrictions on the disposal of charity land.
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The advice also said any changes to the governing document of the charities about to subjects such as 'dissolution power' or 'trustee benefits' would need prior consent of the Charity Commission, together with 'a detailed explanation of why the changes are in the interest of the company'.
A spokesman for the schools said: 'The collaboration and merger process between Taverham Hall School and Langley Prep School is progressing well. At this stage no transfers or changes to the governance have taken place, but we are continuing to work through the steps outlined in accordance with recommendations made by the Charity Commission.'
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The commission also recommended Taverham trustees seek 'suitable professional advice' on any proposed changed to its governance provisions that could lead to automatic conflicts of interest.
Full advice the Charity Commission gave both charities:
1. Trustees must satisfy themselves (and be able to provide evidence to the Commission) that they have taken into account all of the steps in the mergers checklist available on the gov.uk website: Checklist for mergers.pdf.
2. The decision-making process must be adequately recorded in the minutes of the trustees' meetings.
3. Any disposal (including a transfer) of the site of Taverham Hall to Langley School (1960) Limited must comply with part 7 of the Charities Act 2011 and if it cannot then an Order will be required. If there is any connection between Langley and Taverham Hall an Order under s201 of the Charities Act 2011 may also be required. See Connected party disposals and how to transfer charity assets.
4. If the governing document of [the charity] requires amending to enable the merger to take place, any alteration to the articles setting out the objects, dissolution power, trustee benefits or any article that pertains to the use of the property for the objects will require our prior consent. Any application for consent must be accompanied by a copy of the governing document showing all of the changes (including non-regulated alterations) and a detailed explanation of why the changes are in the interest of the company
5. [Taverham only] If changes to the governance provisions are required the current trustees must consider whether the proposed alterations will create automatic conflicts of interest. Trustees have a duty to avoid conflicts of interest (see our guidance: Conflicts of interest). Trustees will need to have a well thought out proposal for why amendments that give rise to a conflict of interest are required and it is possible, depending on the proposed alterations, that our consent may be required. It is also possible that the current trustees will not have a power they can properly exercise to create a conflict of interest situation. We advise the trustees to obtain suitable professional advice on any such proposal and where necessary to approach us early in the process to establish what can and cannot be amended.