The Trustees collectively form the College Council which meets once per term and remains the ultimate decision-making body of the College.

The role of the governing Council

The Malvern College Corporation is the legal entity that owns the land, buildings and other assets of the College. The business and affairs of the Malvern College Corporation are managed and administered by a group of Trustees, known as the Council, who are responsible for all governance. The Corporation is a charitable company limited by guarantee; therefore, the members of the Council are also the directors of the charitable company.

The Council

Governance changes

Over the course of 2021-22 we have instituted a number of governance changes, designed to achieve the following:

  1. Greater focus on value-add work: More time for education/pastoral matters, more efficient annual reporting: Charity Commission, Companies House, audits, and fewer but higher quality meetings.
  2. Higher governance quality: More focus on future looking strategy, management of potential conflicts of interest for trustees across separate charities, more training, and the right people in the right places, with clear remits. Trustee cross-over through sub-committees and boards also means a wider perspective.
  3. Agility of decision making: Consistent and coherent purpose, goals and strategy across the schools. Alignment of top-down governance and bottom-up operations. Fewer more focused and engaged people to align, meaning we can move faster. Avoidance of competing discussions between committees and/ or entities.

This has led to a redesign of the Corporation’s Committees and Boards, and from November 2022 The Downs Malvern fully merged into the Corporation of Malvern College.

Committees and Boards

A small Council Management Board of up to 6 trustees provides executive, strategic and financial oversight.

There are separate Council sub-committees for: (i) Audit, Risk & Compliance (ARC); (ii) Foundation & Property (F&P); (iii) Nominations; (iv) Remuneration. The ARC, F&P and Nominations Committees meet termly, and the Remuneration Committee meets once per year.

There are separate boards accountable to the trustees as follows:

  1. The Malvern College and The Downs Malvern Boards primarily focus on education, pastoral and safeguarding matters.
  2. There are company boards for Malvern College International Limited, Malvern College Enterprises Limited and College Guardians Limited.
  3. There is an independent and separate board of trustees for The Malvernian Society.

ESG Governance Report

The formal line of contact from individual Council members to the College Head is normally via the Chair of Council or the Chair of the Malvern College Board, and to the Prep School Heads is normally via the respective Prep School Board Chair. The Chief Operating Officer (COO) and Clerk to Council is the Council members’ first point of contact for all matters relating to the governance of the College and each prep school, and for any queries about Council business.

A committee of Council, the Management Board, comprising up to 6 Trustees, the Headmaster, the Chief Operating Officer, the Senior Deputy Head, the Finance Director, the Director of Malvern College International and the Headmaster of The Downs Malvern (TDM), meets once per month in term time. All major developments and decisions are presented to the College Council having first been deliberated by the Management Board.

The Malvern College Board meets once per term, focusing on the DfE’s Independent School Standards (ISSR) and the Boarding Schools: National Minimum Standards (NMS) relating to academic, pastoral and safeguarding matters.

The Malvern Executive Team (MET), chaired by the Headmaster meets every two weeks to review matters that affect all entities in the family, and wider strategic direction, drawing on other expertise throughout the College and Prep Schools as required. The Malvern College Senior Management Team (SMT), chaired by the Headmaster meets most weeks. The Headmaster, who has overall day to day responsibility for the management of the College, consults with the SMT before making recommendations to the Management Board and ultimately to the College Council.

The Audit, Risk and Compliance Committee meets at least three times per year and consists of two members of Council and an independent member appointed by Council. This Committee scrutinises the College’s Annual Report and Financial Statements, its financial procedures and internal controls, and compliance (e.g. H&S and data protection). The Committee oversees the relationship of the College with its external auditors, formally reporting to the College Council. This Committee also reviews the Risk Register and management’s procedures for review of the Register.

The remuneration of the Key Management Personnel is discussed in detail each year by the Remuneration Committee, with awareness of industry standards, and is approved by the full College Council.

The appointment of Council members and membership of the Committees are both identified and reviewed by the Nominations Committee.

The Foundation and Property Committee meets three times per year to review investments and property holdings.

Statement on the Charity Governance Code

As the College is a not for profit organisation which aims to follow charity sector best practice, the Trustees, via the Audit Committee have familiarised themselves with the updated version of the Charity Governance Code (the “Code”) published in December 2021. The Committee considers that the College’s governance framework does align with many but not all aspects of the Code. A review of the Code was conducted in 2022 and no changes to the College’s governance and standards were deemed necessary.