Edcon2026: Governance reviews and executive pay setting

As part of EdCon2026, Emma Hughes, Partner and Head of HR Services and Mark Blois, Partner in our education team, led a session exploring two issues that sit at the heart of effective academy trust governance: the insights that can be available from external governance reviews, and how to ensure that the process of setting executive pay is robust enough to withstand scrutiny.

Our summer 2025 School Leaders Survey showed that there has been a significant increase in dissatisfaction among school leaders with regards to government policy on pay and reward since the autumn, with two-thirds of school leaders feeling dissatisfied. This underscores the importance of boards getting executive pay processes right at a time when the sector is under scrutiny on pay decisions.

This article draws on the key themes from our EdCon2026 session, setting out what governance reviews are consistently telling us and the practical steps boards should be taking in respect of their governance of executive pay setting.

What external governance reviews are telling us

There are five key recurring themes from governance reviews that many trusts will recognise.

1. The CEO as trustee

Having a CEO serve as a trustee is common, and can work well, but it should benefit from active, periodic sense-checking rather than passive acceptance of an inherited arrangement. 

Boards should review the position regularly and manage conflicts of interest. There is nothing inherently problematic about the arrangement, but the key is actively managing it rather than simply allowing it to continue by default.

2. Committee chair tenure

Continuity in committee chair roles has genuine value, but entrenchment over time can bring real risk. The length of time a committee chair stays in position matters and refreshing leadership at a certain point is important. 

Different perspectives are valuable in the context of the work of a committee including a mix of experts and non-experts. However, having a chair with relevant expertise is beneficial, and it is worth considering whether that should be a requirement in the Terms of Reference of all committees. 

3. Board papers and strategic focus

The role of the board is strategic, but board papers prepared by the executive do not always reflect this, and they can focus too heavily on operational matters. 

Sometimes guidance is needed for those producing reports to ensure they are pitched at the right strategic level, with papers clearly identifying what they need from the board and the overall dynamic and momentum of board meetings remaining strategic.

4. Trustee induction

New trustees often arrive enthusiastic but underprepared, and a formalised induction process makes a significant difference to their ability to start contributing meaningfully to the Trust’s governance.

Good practice includes a trustee handbook, an induction checklist, and signposted resources. Trustees need to be supported with a structured induction to equip them to challenge effectively from the outset. 

5. The governance professional

The governance professional is a critically important person in the governance structure, yet often their workload is considerable and there is not enough capacity for them to ugh space do the job proactively rather than reactively. 

Capacity and bandwidth matter - the governance professional needs sufficient space to work strategically and find solutions, and the executive must ensure that the quality of their contributions is protected. 

Executive pay: Getting the process right under the ATH

Where governance and pay meet

The board, not the executive, is responsible for executive pay (and this means all senior executive roles, not just the CEO). The board must have protected time to discuss executive pay without an executive present, though the CEO may contribute to discussions about direct reports' pay at an appropriate point. 

Best practice for external governance reviews is every three years. Notably, over 60% of attendees had undergone a review within the last three years or less, leaving around 30% either not having had one in more than three years or had never had one at all.

What the ATH requires

The ATH requires that executive pay is:

• Transparent with no surprises or hidden processes.
• Proportionate and in line with the scale and complexity of the role.
• Defensible and able to withstand challenge from the DfE or the public. 

Critically, the full board must approve the final decision - this cannot be delegated. This must all be documented in an agreed pay policy.

Executive pay: Not just the CEO

The ATH refers to all senior executive roles, not just the CEO. Boards sometimes assume that executive pay means CEO pay, which is not the accurate position. 

It is the board's responsibility to set executive pay across the piece. It is important that the board has the freedom to discuss pay without the executive present, with the CEO brought in at the right point to contribute, but not to decide. 

Do you need a RemCo?

A Remuneration Committee (RemCo) is not mandatory, but the full board must make the final decision. However, having a RemCo is better practice as it:

• Concentrates expertise.
• Limits conflicts of interest.
• Creates a cleaner record.
• Simplifies the full board's ultimate decision. 

Ideally, a RemCo should comprise three trustees with finance, HR, or public sector governance experience, who are independent of the executive.

Conflicts of interest in pay setting

No executive should be involved in setting their own pay, and no executive should prepare or draft the benchmarking data used to set their pay. 

When the person whose pay is being set has also chosen the data and framed the analysis, the independence of the process is compromised.

Sequencing the process

A robust executive pay process follows a clear sequence:

• Step 1: The executive performance review, carried out by an appraisal panel, with performance information made available before pay is discussed. 
• Step 2: The executive pay review, conducted by the RemCo where one exists, involving benchmarking, executive pay, policy application, affordability assessment, challenge, and production of a written report with a clear rationale. 
• Step 3: The full board decision, at which the board considers the RemCo recommendation, challenges, decides, and records everything in the minutes.

The documentary trail

The RemCo note should record how the work was done, what evidence was considered, where there was challenge and how it was resolved, and the recommendation with its rationale. 

The board minute should capture the decision itself, any challenge raised, and how it was or will be resolved. Together, these documents are your protection when the DfE asks questions.

Benchmarking: What good looks like

Good benchmarking compares like with like - trust size, pupil numbers, income, and geography - and boards should not assume that local trusts' pay data reflects a compliant process. 

Benchmarking provides evidence; the board makes the decision.

Handling appeals

The RemCo structure also helps when an executive appeals a pay decision, as trustees who were not on the RemCo are better placed to hear an appeal impartially. Whilst the full board makes the decision, those trustees not involved in RemCo have not been involved in all of the detailed work associated with making the recommendation.

Trustees involved in the appeal are duty bound to review whether the detailed work carried out by the RemCo was robust, transparent, and defensible; good documentation makes a fair appeal possible; and advice should be taken before proceeding.

What academy trust boards must do to get governance and executive pay right

The overarching message of the session was that strong governance and robust pay setting are, at their core, the same story: both require independent judgement, constructive challenge, careful documentation, and a culture of accountability, with an openness to scrutiny throughout.

The session left attendees with one central question to take back to their boards: ‘Is this board genuinely doing its job? And can it demonstrate that it is?’

The standard to meet is clear: defensible, transparent, and proportionate. For academy trust boards, getting this right is essential. We’re here to help. To discuss executive pay setting for academy trusts further, and your specific circumstances, get in touch with our expert team.