National Governance Association Annual Report and Financial Statements Year ended 31 March 2025 Company Registration number 03549029 (England & Wales) Registered Charity Number 1070331 Feltons Chartered Accountants Birmingham B13JR
National Governance Association (A Company Limited by Guarantee) Report and financial statements Year ended 31 March 2025 Contents Page Reference and administrative details Report of the trustees Independent auditor's report on the financial statements Statement of financial activities incorporating income & expenditure account 15 Balance sheet 16 Cash flow statement 17 Notes forming part of the financial statements, incorporating Statement of accounting policies 18 Other notes to the financial statements 22
National Governance Association IA Company Limited by Guarantee) Reference and Administrative Details Trustees Tim Brock Janice Light Lawayne Jefferson Anthea Kenna resigned 15 November 2024 resigned 15 November 2024 appointed Chair 12 Dember 2024 appointed Vice Chair 12 December 2024 appointed Honorary Treasurer 12 December 2024 appointed Vice Chair 12 December 2024 appointed 15 November 2024 appointed 15 January 2025 appointed Honorary Treasurer 15 January 2025 Bobby Thandi Annie Mcmaster Jane Edminson James Tulley Michelle Anne Foster Alastair Cowen Anthony Langan Jeff Quantrill Company se¢retary Lara Angell-wood Key management personnel Emma Knights OBE Chief Executive {resigned 10 September 20241 Chief Executive lappoinled 02 September 20241 Deputy Chief Executive Emma Balchin Sam Henson Registered office NGA Office 102 Colmore Row Birmingham B3 3AG Charity number 1070331 Company reg151ralion number 03549029 Auditor Feltons 8 Sovereign Court 8 Graham Street Birmingham B13JR Bankers HSBC Bank plc 130 New Street Birmingham B2 4JU Unity Tnjst Bank plc PO Box 7193 Planetary Road Willenhall VVV19DG Page 1
National Governance Association Report of the trustees For the year ended 31 March 2025 The trustees who are also directors of the charity for the purposes of the Companies Act 2006, present their report with the financial statements of the charity for the year ended 31 March 2025. The trustees have adopted the provisions of Accounting and Reporting by Charities.. Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2015) OBJECTIVES AND ACTIVITIES The National Governance Association {NGA) aims to improve the educational well-being of children and young people by promoting high standards in England's state funded schools by improving the effectiveness of their governing boards. NGA is the charitable membership association for governors, trustees and governance professionals in England's state schools and trusts. Membership of the NGA is open to Governing Boards of single or federated schools (at a standard and a GOLD ratel and of multi academy trusts {MATsl, to Associations of Governing Boards (normally covering a local authority area but independent of the local authority), to individual governors, trustees, clerkslgovernance professionals, and to public authorities and companies who have an interest in schoolltrust governance. We also offer a range of professional development services for governors, trustees, chairs of boards, governance professionals and executive leaders. Our e-learning- Learning Link is now the market leader. At NGA we value: Selflessness: We prioritise supporting governance to benefit children and young people, slaying true to our purpose as a charity. Integrity: We uphold the highest standards of credibility and trust, using evidence and objectivity to give our members confidence in our work and actions. Courage: We address challenges boldly, influencing and driving positive change for members. Inclusivity: We value and promote diverse perspectives, ensuring every member is listened to, valued and represented in shaping governance. Innovation: We embrace creative solutions to better serve the sector and members, evolving needs in an agile way. We embrace: The Nolan Principles of Public Life and The Framework for Ethical Leadership in Education Ensuring our work delivers our aims We aim to be the go-to trusted and valued authority for school and Irust governance, and to ensure the voices of those involved in school and trust governance are heard. We strive to influence relevant policy and shape the practice and culture of governance in a way which strengthens accountability. We empower those in school and trust governance with valuable resources. expert support and e-leaming so that pupils can flourish. We review our three-year-strategy annually. looking at what we achleved and the outcomes of our work in the previous 12 months. The review looks at the success towards achieving each strategic priority and the benefits they have brought to those groups of people we exist to help. The review allows the trustees to ensure that our strategy and aGtivities remain focused on our stated purpose, and the chief executive reports on that throughout the year. As part of NGA'S commitment to ongoing service improvement and listening to members, Trustees agreed to invest in a series of technology-based improvements, under the title of Project Phoenix. The project will see the consolidation of our existing member-facing online platforms. Our new platform will be Created in-house and provide members with a streamlined portal to access our knowledge centre resources, guidance and eLearning and reduce NGAS reliance on expensive external providers when we want to make changes or improvements. Page 2
National Governance Association Report of the trustees Forthe year ended 31 March 2025 Project Phoenix also incorporates the18unch of our own Al based tool, enabling members to ask questions and receive Al responses with links for further reading_ The platform will also include our own board management system. where boards can upload meeting documents, add comments and post updates. The platform will not only be a major step fonmard for NGA in terms of technology. but also a valuable asset to our members with our sector leading governance knowledge and guidance at its core. Most notably this year our leadership structure changed from Co Chief Executives to a single Chief Executive model. Further, to free up resources to invest into our offer to members. NGA moved its office to a smaller, more collaborative but fully serviced buildin9. ACHIEVEMENTS AND PERFORMANCE Charitable activities Key achievements and successes during the period include the following: The annual membership survey in autumn 2024 confirmed that NGA'S core services continue to be valued by members. Learning Link was rated 4.3 out of 5, the highest of all service5. The Knowledge Centre followed with 4.2, while the Gold Advice Service and the weekly e-newsletler received 4.0. These results show consistent use and satisfaction with NGA'S main member services. NGA'S publications also scored well. The Chairfs Handbook, Welcome to Governance and Governing a Multi Academy Trust all scored 4. The three publications continue to support governors, trustees, and governance professionals by providing clear, practical guidance across key areas of governance. The number of queries resolved by NGA'S Gold Advice line has continued to grow, with 71 % of queries from trusts and academies. The Advice team has supported members in relation to a variety of topics, including governance roles and responsibilities, admissions, exclusions, complaints, constitution of the board, and conflicts of interest. Gold Advice is supported by leading education law firm Browne Jacobson, the approved legal partner of NGA. The membership survey also highlighted positive ratings for events, with virtual events maintaining their popularity. Beeen April 2024 and March 2025, we ran thirty-seven events consisting oftwelve webinars. twenty- four other virtual events, and 1 in-person conference (The National Governance Conference for Schools and Trusts). The overall attendance for this period totalled 4,972 for the year, with an additional 1760 post-event views of webinar recordings. Post-event viewing figures were captured approximately 4 weeks after uploads, meaning true long-term engagement is likely significantly higher as members Gontinue to a¢Gess recordings throughout the year. Professional development offer: Demand for our training and consultancy services is increasing significantly year on year. This work continues to provide a useful insight to the challenges the sector faces as well as informing NGA'S work. To increase capacity within the system. we extended our Leading Governance development offer to include a programme for those new to or considering clerking as a career. Our MAT chairs programme now better reflects the considerable responsibility this role holds. Our consultancy service continues to be the largest supplier of external reviews of governance in the sector. New support products have been launched to support the academy sector, and the overall seNice has seen considerable growth in the last e1ve months. Our e-learning offer. Learning Link grew to over 99,700 registered users, an increase of close to 10,000 learners or 100/0 on last year. 96 /0 would recommend it to others. New module releases this year include an introduction to local governance, safer recruitment, handling complaints, a guide to Ofsled. NGA won a contract with the DfE to design and host a module supporting governors and trustees regarding their responsibilities around school food. This has been enormously successful with those that have completed it reporting 990/9 satisfaction. Page 3
National Governance Association Report of the trustees For the year ended 31 March 2025 Services for differentschool structures: We continue to serve all governance structures through our guidance, thought leadership and events. Our termly virtual governance forums and MAT specific neEorkS provide those governing and executive leaders in similar school structures with a specific learning opporlunily. and a format to share experiences and good practice. Specific forums are provided for local authority-maintained schools. single academy trust (SATS), MAT trustees, and local academy committees. We consider each of these structures, and the differing audiences for each area of content and development produced. NGA has continued to be at the front of the cuNe on conversations and recommendations for best practice regarding MAT governance. MAT members have benefited from our conference with a MAT specific conference stream in July and we continue to run an enhanced series of MAT focused webinars. In November 2024, NGA released 'The Mature MAT Model - an evidence driven report charting the academy trust system's evolution, progress, and priorities for the future. Working with partners: We work with many partners in the sector to further the effectiveness of governing boards. Some of our content has been the result of collaboration with partners, with for example ASCL, NAHT. ISBL and Browne Jacobson. In December 2024, NGA, along with 12 other education bodies and national associations, reaffirmed their commitment to fostering equality, diversity, and inclusion within the education sector by outlining new commitments for action for 2024125. In April 2025, NGA contributed to a national school funding lobby on school cuts, with the subsequent STRB pay award including a surprise announcement of some additional funding. In the last year, NGA has continued to produce joint guidance with partners working together for the wider benefit of the sector. This has included-. Procurement guidance, Lspdated in collaboration with DfE {partly to reflect new Procurement Act) January 2025 Good careers guidance.. monitoring toolkit - The toolkit was developed with support from The Careers and Enterprise Company (CEC) and The Gatsby Foundation in the summer 2024. PE and sport premium toolkit - this monitoring tool, produced in partnership with the Department for Education IDfEI and the Local Government Association (LGA) in DeGember 24, sets out areas of focus for governing boards evaluating PE and sport premium spending decisions. Joint guidance from NGA and Parentkind was published in December 24, and explains why parent participation in pupils, learning is important, actions schools and trusts can take, and how boards monitor and support effective parental engagement. Research and governance policy.. A5 well as developing new guidance, NGA has continued to produce thought leadership and research reports, with the aim of using the role of governance and the voice of our members to inform national education policy and support best practice. In June 2024, NGA published a report that captures the slate of governance practice in England. The report draws upon the analysis of external reviews of governance (ERG) reports from the National Leaders of Governance INLG) programme and NGA'S wider sector-intelligence. This was followed, also in June, when NGA published a report on the time it takes to govern in schools and trusts, based on our own quantitative research and highlighting evaluations from other volunteering workforces and wider sector research, providing valuable context around the expectations placed upon governors and trustees. Page 4
National Governance Association Report of the trustees For the year ended 31 March 2025 In July 2024, we published the annual governance suNey 2024, securing Media coverage and sector attention. This forms the only significant data on the experiences of those who govern our schools and trust and is used by many others, including the DfE. Following the release of our MAT specific report, the Mature MAT model in October, we published a report on governance professional perspectives in December, detailing the progress and potential of GP roles in the sector. Influence and representation: NGA has continued to priorilise representing and creating change for the govemance Community as a core part of our mission and in delivering on our charitable objective. In May 2024, NGA helped to secure the then Minister for Schools, Damian Hinds MP, letter, written directly to governors and trustees to thank them for their continued support in improving school attendance. Since the general election, NGA has secured one-to-one meetings with the Minister of Slate for School Standards and the Parliamentary Under-secretary of State minister for early education. We have increased our parliamentary focus, appointed a Head of External Affairs and Advocacy, and attended a number of APPG'S, and provided evidence as a consullee to the STRB 2025 session. Through our work. we have continued to be instrumental in informing and influencing policy, practice and guidanGe changes. NGA continues lo be represented at many DfE meetings, both at roundtables and bilalerals. SinGe the general election. NGA has engaged in an intensive period of securing greater presence al many DfE stskeholder groups and policy influencing sessions, including.. Direct meetings with Ministers of stale for Education Introductory meeting with the new HMCI Ofsted Meeting with Lord Knight at the Houses of Parliament One to one meelings with DFE directors and deputy directors Improving Education Together sub-groups on workforce, accountability and SEND The School Academy Funding Group The Academies Finance and Assurance Steering Group Ofsted stakeholder and responsible bodies stakeholder group The DfE's flexible working advisory group. DfE Al working group and workshop programme Ofsted MAT expert advisory group DFE National Associations meetings DFE School and Colleges forum Primary aged childcare steering group DFE commercial and procurement Ofqual Exam stakeholder group Regular meetings with DfE governance unit and contributing to the DE Governance Sufficiency programme NGA responded to several formal consultations including.. STRB 2025 - Evidence summarises and validates NGA'S stance on teacher pay increase at a minimum in line with inflation. NGA subsequently gave oral evidence Education Select committee 2025- solving the SEND crisis DfE accountability consultation 2025 Ofsted consultation 2025 Govemment consultation on reasonable force 2025 Child povety taskforce 2024 Government curriculum review 2024 Page 5
National Governance Association Report of the trustees For the year ended 31 March 2025 Priority topics, in addition to our manifesto mentioned above: 1. We have continued to raise the awareness and understanding of the role of governance in schools and trusts, through building a new Case for Governance, timed to reestablish a governance narrative with the new Labour government. 2. Governance recruitment following extensive feedback on this issue directly from members, at networking events and in our survey, we have continued to push this area of priority, attempting to gain more sector, press and DfE attention. 3. Pupils, Communities and families- this was a multi-focused agenda, from SEND, poverty to attendance and behaviour- activities ranged from utilising a consistent narrative on schools as the 4th emergency service, upping our focus on child poverty, including speaking at events on the topic, and we have worked with stakeholders across the sector, including the DfE, Well Schools, The Children's Commissioner's office, and NFER on attendance. In May 2025, we focussed on resetting the narrative in a new webinar. NGA ran its online SEND conference, which was a great success. 4. Collaboration - we have positioned ourselves as the 'go to, voice for the DfE on school collaborations, commissioning research which will be published in June 2025. 5. School funding - as mentioned above, we have altered our approach, choosing to Goncentrate efforts in a combined campaign with leaders and teaching unions for the Schools Cuts Campaign. Staffing," With NGA'S long standing Chief Executive, and latterly Co-chief Executive, leaving in August 2024, Emma Balchin (previously Co-chief Executive), became full time Chief Executive. This followed a 12-month transitional job share arrangement instigated and overseen by trustees following a recruitment process the previous year. An external review of Marketing and Comms was done leading to a new post of Director of Marketing and Communications, filled in April 2024. A further post to cover External Affairs and Advocacy was recruited to in December 24. The board would like to thank staff fortheircontinued hard work and support making a yearoftransition incredibly successful. Despite the major changes, staff continue to go above and beyond. The board are also very proud of the SLrpporl for governance within our staff with many governing either al school or trust level themselves. FINANCIAL REVIEW Principal funding sources We would like to take this opportunity to thank our partners for promoting NGA membership and services alongside their own during the year. NGA values these partnerships and is looking forward to continuing to work closely with our partners in the coming year. Investment policy and obje¢tive5 The trustees have full powers under the Memorandum of Association to make ethical investments on behalf of the charity. The trustees. having regard to the liquidity requirements of the NGA'S operations, have operated a policy of keeping available funds in shorÈ-term interest-bearing deposit accounts and seek to achieve the best available market return on such deposits, commensurate with the requirement for absolute security of capital. Reserves policy The National Governance Association has a reserves policy to help secure the Association's viability beyond the immediate future and to provide reliable services over the longer term. NGA has set a reserves policy based on a review of income, expenditure, projects and risks which is regularly reviewed. In March 2025 the trustees revised the level of fixed reserves required at £250,000 and free reserves at £350,000. The trustees revised the level of reserves required to reach £391.550. The NGA'S board reconsiders the level of any legal requirements in the event of any potential winding-up of the NGA on an annual basis. Page 6
National Governance Association Report of the trustees For the year ended 31 March 2025 Financial review The Statement of Financial Activities for the year ended 31 March 2025 shows total incoming resources of £3,378.016 (2024.. £3,339,031) and total resources expended of £3.080,841 (2024.. £3,229,840) generating net incoming resources of £297,175 (2024 net income resources £109,191). Membership subscriptions, increased during the year ended 31 March 2025 from £1,626,739 (2024) to £1,708,858. Total funds at the year end were £903,813 {2024 - £606.638) representing the total of unrestricted funds carried fotward. FUTURE PLANS NGA will prioritise continuing to provide excellent support and ServIS to existing members & Learning Link customers to retain members and extend our services to others. While we wish to reach governing boards that are not currently engaged with our work to improve governance, this must be achieved in a way which is sustainable for the NGA as well as value for money for all types ofschools, and which does not detract from the services delivered lo existing members. We anticipate the number of MATS and Gold memberships growing after recent and ongoing reviews, and improvements to our products and services. New technology has increased functionality to drive better use of all our resources, and we have further plans to improve our offer in the coming year. STRUCTURE, GOVERNANCE AND MANAGEMENT Governing document The National Governance Association (NGA) is a company limited by guarantee (registered number 03549029) which was incorporated on 20 April 1998 and which achieved charitable status on 1 July 1998 {registered number 1070331). The NGA was established under a Memorandum of Association which established the objects and powers of the NGA and is governed under its Articles of Association. In the event of the NGA being wound up members are required to contribute an amount not exceeding £1. Recruitment and appointment of new trustees The governance of the company is the responsibility of the Directors who are elected and appointed under the lerms of the Articles of Association. Under charity law the directors are deemed to be trustees of the charity. All trustees give their time voluntarily and receive no benefits from the charity. Any expenses reGlaimed from the NGA are set out in the notes to the financial statements. The Board of Directors contains a maximum of nine elected Directors and up to four further co-opted Directors. The current Board will continue in office until the next Annual General Meeting of the NGA to be held in November 2025. The NGA has worked hard to ensure that there are some elections held each year and that together with the limits on length of service ensures there should always be a mix of new and more experienced trustees. We are also conscious of diversity on the board and regularly make efforts to ensure the diversity of the board, particularly as regards ethnicity and age. Page 7
National Governance Association Report of the trustees For the year ended 31 March 2025 Organisational structure Each December the Board of L)irectors appoints, from its members, four or five honorary officers.. The Chair or co-chairs, one or Vice-chairs, a Treasurer and an Honorary Secretary. The ofFicers' group acts as a staffing committee when necessary. The board's meetings are 5UPPOrted by the company secretary who is externally appointed. The Directors meet five times during the year as a full board, in person, if possible. to confirm a strategy to guide the organisation's work and to monitor its implementation. The board also holds two specific shorter virtual 'strategy and risk, meetings which successfully enable more generative discussion. Operational implementation of the strategic objectives is delegated lo the Chief Executive, who is responsible for ensuring that the charity delivers the services specified and that key performance indicators are met. To facilitate effective operations, the Chief Executive also has authority, within terms of delegation approved by the Directors, for operational matters including finance, employment and service delivery. Induction and training of new trustees New board members undergo an induction training session before their first board meeting to brief them on their legal obligations under charity and company law, the content of the Memorandum and Articles of Association, the schedule and structure of meetings, board protocols and the organisation's strategic plan. This is usually led by the Chair (if elected at the timel and its Chief Executive and, or the Company Secretary. During this session, new trustees meet the staff of the organisation and are briefed on their roles, A trustees, section of the NGA'S SharePoint contains past and forthcoming papers, relevant policies and other useful resources. Board development The Board undertake an annual Development Day at the start of each autumn term, in re¢ognilion of the impoilance of regular whole-board training to ensure trustees remain focused on Iheir core mission and have the necessary skills and knowledge to be effective in their role. The training is provided by external experts in the charity governance field. Every three years the board also undertakes an external review of governance from an independent, externally appointed charity governance expert to enable them to plan for continual improvement. Key management remuneration In the trustees, opinion, the key management personnel of the NGA responsible for the direction, control, running and operation of the NGA on a day-to-day basis consists of the Board of Trustees. and the Chief Executive. mana ement ersonnel - trustees All trustees give of their time freely and no trustee received remuneration during the year. Details of trustees, expenses and related party transactions are disclosed in the financial statements. There were no trustees, remuneration or other benefits for the year ended 31 March 2024. mana ement ersonnel- Chief executive and de The pay ofthe NGA'S senior staff is reviewed annually following the organisation's pay policy, normally increased by the cost of living where the board of trustees decides that is affordable. In April 2024 the board of trustees decided the cost-of-living increase was affordable 2nd so it was awarded to all staff. Page 8
National Governance Association Report of the trustees For the year ended 31 March 2025 Risk management The trustees have a duty to identify and review the risks lo which the charity is exposed and to ensure appropriate controls are in place to provide reasonable assurance against fraud and error. The Chief Executive reviews the risk assessment at regular inteNals and reports on any changes in this risk assessment to the Board. Progress against the priorities in the strategy forms the basis of Ihe exception rèporting by the Chief Executive to each meeting of the Board. The annual budget. first considered before the start of each financial year, is agreed by the Board at its March meeting and is monitored through quarterly reports to trustees. Internal risks are minimised by sound financial procedures. Page g
National Governance Association Statement of Trustees Responsibilities For the year ended 31 March 2025 The trustees (who are also the directors of National Governance Association for the purposes of company law) are responsible for preparing the Report ofthe Trustees and the financial statements in accordance with applicable law and United Kingdom Accounting Standards {United Kingdom Generally Accepted Accounting Practice). including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" Company law requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable Company and ofthe incoming resources and application of resources, including the income and expenditure, of the charitable company for that period. In preparing those financial statements, the trustees are required to select suitable accounting policies and then apply them consistently., observe the methods and principles in the Charity SORP., make judgements and estimates that are reasonable and prudent,. prepare the financial slstemenls on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business. The trustees are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the charitable company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. In so far as the trustees are aware.. there is no relevant audit information of which the charitable company's auditors are unaware., and the trustees have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that informatian. Approved by order of the Board of Trustees on 9 July 2025 and signed on its behalf by.. Lawayne Jefferson - Trustee Page 10
Independent Auditor's Report to the Trustees of National Governance Association {A Company Limited by Guarantee) Opinion We have audited the financial statements of National Governance Association (the 'charilable company,) for the year ended 31 March 2025 which Gomprise the Statement of Financial Activities. the Balance Sheet, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reportin9 Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland {UnitÉd Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements give a true and fair view of the stale of the charitable company's affairs as at 31 March 2025. and of ils incorning resources and application of resourGes, including ils in¢ome and expenditure, for the year then ended", have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice., and have been prÈpared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAS (UKI) and applicable law. Our responsibilities under those standards are further described in the Audilorfs responsibilities for the audit of the financial slalements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'S Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the trustees, use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charitable company's ability to continue as a going concem for a period of at least e1ve months from when the financial statement5 are authorised for issue. Our responsibilities and the responsibilities of the trustees with respect to going concern are described in the relevant sections of this report. other Information The other information comprises the information included in the trustees annual report, other than the financial statements and our auditor's report Ihereon. The trustees are responsible for the other information contained within Ihe annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion Ihereon. Page 11
Independent Auditor's Report to the Trustees of National Governance Association {A Company Limited by Guarantee) (continued) Our responsibility is to read the other information and. in doing so, consider whether the other information is materially inconsistènt with the financial statements or our knowledge obtained in the course of the audit or othemise appears lo be materially misslaled. If we identify such material inconsistencies or appaienl material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial slalemenls themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinion on other matters prescribed by the Companies Act 2006 In our opinion. based on the work undertaken in the course ofthe audit.. the information given in the Trustees, Report for the financial year for which the financial statements are prepared is consistent with the financial slalements., and the Trustees. Report have been prepared in accordance wth applicable legal requirements. Matters on which we are required to report by exception In the light of our knowledge and understanding of the campany and its environment obtained in the coursa of the audit, we have not identified material misslatements in the Trustees, Report. We have nothing to report in respect of the following matters in relation lo which the Companies Act 2006 requires us to report lo you if. in our opinion.. adequate accounting records have not been kept, or the financial statements are not in agreement with the accounting records and returns-, or certain disclosures of trustees, remuneration specified by law are not made- or we have not received all the information and explanations we require for our audit., or the trustees were not entitled to prepare the financial slalements in accordance wlh the small companies regime and take advantage of the small companies, exemptions in preparing the Trustees, Report and from the requirement to prepare a Strategic Report. Responsibilities of trustees As explained more fully in the trustees, responsibilities statement {sel out on page 5). the trustees (who are also the directors of the charitable company for the purposes of company lawl are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. and for such internal control as the trustees determine is necessary to enable the preparation of financial stalernen15 that are free from material misslaternenl, whether due to fraud or error. In preparing the financial statements. the trustees are responsible for assessing the charitable company's ability to ontinve as a going concern, disclosing, as applicable, mallers related lo going Goncern and using the going conrn basis of arLounting unless the trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so. Page 12
Independent Auditor's Report to the Trustees of National Governance Association (A Company Llmited by Guarantee) (continued) Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstalernent, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, bul is not a guarantee that an audit conducted in accordance with ISAS (UK) will always detect a material misstatement when il exists. Misslatemenls can arise from fraud or error and are considered material if, individually or in the aggregate. they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, lo detect material misslalement5 in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities. including fraud is detailed below. We reviewed the company's control and risk management procedures and planned ourwork based on our assessment of those controls and procedures., This review included an assessment of the risk of material misstatement due to errors, fraud and management override of controls for all material areas in the financial statements., We made enquiries of managernent and the company's lawyers regarding any actual or potential litigation andlor claims., Financial statements disclosures were reviewed and checked for compliance with applicable laws,- Detailed testing was conducted on balances and transactions including unusual items and those of individual significance to the financial statements. Data analylics were used in order to identify unusual or significant trends., Communications with management and those charged with governance regarding relevant matters was undertaken throughout the audit and on completion. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed frorn the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities ocurring due to fraud rather than error. as fraud involves intentional concealrnent. forgery. ollusion, omission or misrepresentation. A further descriplion of our responsibilities for the audil of the financial statements is located on the Financial Reporting Council's webslte at www.frc.org.uklauditorsresponsibilites. This description foms part of our auditorfs report. Page 13
Independent Auditor's Report to the Trustees of National Governance Association (A Company Limited by Guarantee} (continued) Use of our report This report is made solely to the charitable company's members, as a body. in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might slate to the charitable company's members those matters we are required lo stale to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company's members as a body. for our audit work, for this report, or for the opinions we have forrned. David W Farnsworth FCA (Senior Statutory Auditor) For and on behalf of Feltons, Statutory Auditor 8 Sovereign Court 8 Graham Street Birmingham B1 3JR Date = 13.J.::14.45................... Page 14
National Governance Association (A Company Limited by Guarantee) statement of financial activities for the year ended 31 Ivlarch 2025 Unrestricted funds Restricted funds Total 2025 Total 2024 Notes Income Income from charitable activities Income from trading activities Investment income Other income 3,263,779 8.570 14.081 g1,586 3,355,365 8,570 14.081 3,305,568 15,122 4,926 13,415 Total income 3,286,430 91,586 3,378,016 3,339,031 Expenditure Chantable activities.- Operational and 5UPPQrt costs 2.989.255 91,586 3.080.841 3,229,840 Total expenditure 2,989,255 91,586 3,080,B41 3,229,840 Net incomel(expenditure) before transfers 297.175 297,175 109,191 Gross transfers between funds 18 Net movement in funds 297,175 297.175 109.191 Reconciliation of funds Total funds brought foward 18 606.638 606.638 497.447 Total funds carried forward 903,813 903,813 606,638 All income and expenditure derives from continuing activities. The statement of financial activities includes all gains and losses recognised during the year. Page 15
National Governance Association (A Company Limited by Guarantee) Company Number: 03549029 1 Charity number . 1070331 Balance sheet as at 31 March 2025 2025 Totsl funds 2024 Total funds Unrestricted funds Restricted funds Notes Fixed assets Tangible assets 12 24.220 24.220 8,301 Current assets Stock Debtors Cash al bank and in hand 13 14 6,327 368,984 995,589 1,370.900 6.327 368,984 995.589 1.370,900 9,409 423,878 717,771 1,151.058 Creditors: amounts fallin9 due within one year 15 1491,3071 1491,3071 1552. 1211 Net current assets 879.593 879.593 598.337 Net assets 903.813 903,813 606.638 Funds of the charity . Unrestricted fund 18 903,813 606,638 Total funds 903.813 606.638 These a¢¢ounls have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies. The notes on pages 18 10 30 form part of these accounts. The finanGial statements were approved by ihe board of trustees on by.. 9th July 2025 and were signed on Its behalf Bobby Thandi Trustee Page 16
National Governance Association (A Company Limited by Guarantee) statement of cash flows for the year ended 31 March 2025 Notes 2025 2024 Cash flow from operating activities 20 289,410 111,8161 Net cash flow from operating activities 289,410 111.8161 Cash flow from investing activities Payments to acquire tangible fixed assets Interest received {25,6731 14,081 4,926 Net cash flow from Investing activities {11,59?1 4,926 Net increase l (decrease) in cash and cash equivalents 277,818 (6,8901 Cash and cash equivalents at 1 April 2024 717.771 724.661 Cash and cash equivalents at 31 March 2025 995.589 717.771 Page 17
National Governance Association {A Company Limited by Guarantee) Notes to the financial statements for the year ended 31 March 2025 1. Accounting policies al General information and basis of preparation National Governance Association is a charitable company limited by guarantee. In the event of the charity being wound up, Ihe liability in respect of the guarantee is limited to £1 per member of the charity. The address of the registered office is given in the charity information on page 1 of these financial statements. The nature of the charity's operations and principal activities are the encouragement and maintainance of good school governance, and the support, by the provision of relevant information and other means, of school governors. The charity conslilutes a public benefit entity as defined by FRS 102. The financial statements have been prepared in accordance with Accounting and Reporting by Charities.. Slatemenl of Recommended Practice applicable to charities preparing their accounts in aocordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland issued in October 2019, the Financial Reporting Standard applicable in the United Kingdom and RepLJblic of Ireland IFRS 102), the Charities Act 2011, the Companies Act 2006 and UK Generally Accepted Accounting Practice. The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise staled b) Going concern The financial statements have been prepared on a going concern basis as the trustees believe that no material uncertainties exist. The trustees have considered the level of funds held and the expected level of income and expenditure for a period of 12 monlhs from the date of aulhorising these financial statements. The budgeted income and expenditure is sufficient with the level of reserves for the charity to be able to continue as a going concem. c) Funds Unrestricted funds are available for use at the discretion of the trustees in furtherance of the general objectives of the charity and which have not been designated for other purposes. Designated funds comprise unreslricled funds that have been sel aside by the trustees for particular purposes. The aim and use of each designated fund is set out in the notes to the financial statements. Restricted funds are funds which are to be used in accordance with specific restrictions imposed by donors or which have been raised by the charity for particular purposes. The cost of raising and administering such funds are charged against the specific fvnd. The aim and use of each restricted fund is set out in the notes lo the financial statements. dl Income recognition All incoming resources are included in the Statement of Financial Activities (SOFA) when the charity is legally entitled to the income after any performance conditions have been met, the amount can be measured reliably and it is probable that the income will be received. Page 18
National Governance Association {A Company Limited by Guarantee) Notes to the financial statements for the year ended 31 March 2025 (continued) 1. Accounting policies (continued) d} Income recognition (continued) Grants receivable Grants are included in the Statement of Financial Activities on a receivable basis. The balance of income received for specifie purposes but not expended during the period is shown in the relevant funds on the balance sheet. Where income is received in advance of entillemenl of receipt its recognition is deferred and included in creditors as deferred income. Vvhere entitlement oocurs before income is received, the income is accrued. Trading activities Income from trading activities includes income earned from activities to raise funds for the charity. Income is received in exchange for supplying goods and services in order to raised funds and is recognised when entitlement has occurred. Charitable activities Income from charitable activities includes membership fees, project. training and consultancy work undertaken and the sale of publications. Interest receivable Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the charity., this is normally upon notification of the interest paid or payable by the bank. Other income Other income, including the hire of facilities, is recognised in the period il is receivable and to the extent the goods have been provided or on completion of the service. e) Expenditure recognition All expenditure is accounted for on an accruals basis and has been classified under headings that aggregate all cost5 related to the category. Expenditure is recognised where there is a legal or constructive obligation to make payments to third parties. it is probable that the settlement will be required and the amount of the obligation can be measured reliably.11 is calegorised under the followrng headings.. Costs of generating funds These are costs incurred in attracting voluntary income, and those incurred In trading a¢livilies that raise funds. Charitable activities These are costs incurred in activities undertaken to further the purposes of the charity and their associated support costs. Governance costs These include the costs allributable to the trust's compliance with constitutional and statutory requirements, including slrateglc management and trustees, meetings and reimbursed expenses. Irrecoverable VAT is charged as an expense against the activity for which expenditure arose. Page 19
National Governance Association (A Company Limited by Guarantee) Notes to the financial statements for the year ended 31 March 2025 (continued) q. Accounting policies {continued) Allocation of support costs Support costs a those that assist the work of the charity but do not directly represent charitable a¢livilies and include office costs, governance costs and administrative payroll costs. Where support costs cannot be directly attributed to particular headings they have been allocated to cost of raising funds and expenditure on charitable activities. The bases on which support costs have been allocated are set out in note 7. 91 Tangible fixed assets Items of computer equipment and fixtures and fittings individually costing in excess of £500 are capitalised and carried on the Balance Sheet. Tangible fixed assets are slated at cost lor deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all lartgible fixed asse15. at rates calculated to write off the cost, less estimated residual value. of each asset on a systematic basis over its expected useful life as follows.. Fixtures and fittings Computer equipment 259A per annum on a straight line basis 33 /0 per annum on a strai9ht line basis h) Stock Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. il Debtors Operational and other debtors are recognised at the seltlernenl amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due. j) Cash at bank and in hand Cash at bank and in hand includes cash and short term highly liquid investments with a short maturity of three months or less from the date of acquisition or opening of the deposit or similar account. k) Llabilities Liabilities are recognised when there is an obligation at the balance sheet date as a result of a past event, il is probable that a transfer of economic benefit will be required in settlernent, and the amount of the selllement can be estimated reliably. Liabilities are recognised at the amount that the charity anticipates it will pay to settle the debt or the amount il has received as advanced payments for the goods or seNices it must provide. Page 20
National Governance Association {A Company Limited by Guarantee) Notes to the financial statements for the year ended 31 March 2025 (continued) 1. Accounting policies (continued) l} Operating leases Rentals payable under operating leases are charged to the SOFA on a straight line basis over the period of the lease. ml Taxation The charity is an exempt charity within the rneaning of schedule 3 of the Charities Act 2011 and is considered tc pass the tests set out in Paragraph 1 Schedule 6 Finance Act 2010 and therefore it meets the definition of a charitable company for UK corporation tax purposes. n) Pension costs and other post-retirement benefits Contribulions to the personal pension Schemes of certain employees are charged lo the Statement of Financial Activities in the period lo which they relate. The assets of these personal pension schemes are held separately form those of the charity in independently administered funds. o) Employee benefits When employees have rendered service lo Ihe charity, short-temi employee benefits to which the employees are enlilled are recognised at the undiscounled amount expected to be paid in exchange for that service. Termination benefits are recognised imrnedialely as an expense when the charity is demonstrably commilled to terminate the employment of an employee or to provide termination benefits. Page 21
National Governance Association (A Company Limited by Guarantee) Notes to the financial statements for the year ended 31 March 2025 {continued) 2. Prior year Statement of Financial Activities (year end 31 March 20241 Unrestricted funds Designated fund Restricted funds Total 2024 Income Income from charitable activities Income from trading activities Investment income Other income Total income 3,305,568 15.122 4.926 13,415 3.339.031 3,305.568 15.122 4.926 13.415 3.339,031 Expenditure Charitable activities Total expenditure 3,229,015 3.229.015 825 825 3,229.840 3.229.840 Net Incomel(expenditurel before transfers 110.016 18251 109,191 Gross transfers between funds Net movement in funds 110.016 18251 109,191 Reconciliation of funds Total funds brought forward 496,622 825 497,447 Totsl funds carried forward 606.638 606.638 3. Income from charitable aetivities Unrestrieled funds Designated fund Restricted Total 2025 Total 2024 funds Membership fees Project income Training and Consultancy income Publications income Miscellaneous income NLG income 1,708,858 1,708.858 91.586 1.509.659 15.555 29,707 1.626,739 150 1,423.840 40.089 13.884 200.866 91,586 1,509.659 15.555 29,707 3,263.779 91,586 3,355.365 3,305.568 Page 22
National Governance Association (A Company Limited by Guarantee) Notes to the financial statements for the year ended 31 March 2025 (continued) 4. Other trading activities Unrestricted Restricted funds funds Total 2025 Total 2024 Advertising income 8.570 8,570 15,122 8,570 8.570 15.122 5. Investment income Unrestricted Restricted funds funds Total 2025 Total 2024 Bank interest receivable 14.081 14,081 4,926 14.081 14,081 4,926 6. Expenditure on charitable activities Core activity Total 2025 Total 2024 Operational and support costs Direct staff costs Other operational costs Support costs (see note 7) Govemance costs {see note 7) 1,505.557 585.434 951,517 38,333 1.505.557 585,434 951.517 38,333 1,600.660 669.385 929.653 30.132 3,080,841 3.080,841 3.229.840 Total expenditure on charitable activities was £3,080,797 (2024 £3.229.840) of which £2,989,211 12024 £3.329.015> was unreslricled and £91.586 {2024- £825) was reslricted. Page 23
National Governance Association (A Company Limited by Guarantee} Notes to the financial statements for the year ended 31 March 2025 (continued) 7. Analysis of support and governance ¢osts Basis of allocation General support Governance function Total 2025 Total 2024 Salaries Social security Pensions Office rent and services Office expenses Dilapidalions Marketing and publicity Insurance Professional developmenl IT equipment and expenses Bank charges (Recoverable)Ilrrecoverable VAT Depreciation Trustees expenses Audit fees Professional fees Board expenses Clerk to the Board Staff lime Staff lime Staff time Usage Usage Usage Usage Usage Usage Usage Usage Usage Usage Governance Governance Governance Governance Governance 338.387 38,830 22,964 134,636 47.861 60.000 76,526 7.214 21,471 195.143 5.452 16.1211 9,754 338,387 38.830 22.964 134,636 47,861 60,000 76,526 7.214 21.471 195,143 5,452 16.7211 9.754 4.204 6.900 10.976 6,522 9,731 989,850 281,226 30,091 18,118 168,170 146,632 82.470 7.995 6.969 201,097 7,601 {34.4001 13.694 4,083 4.980 8.611 2,738 9,720 959.795 4.204 6.900 10,976 6,522 9.731 38,333 951.517 8. Net incomel(expenditurel for the year Net income l {expendilure) is slated after charging l (crediting): Total 2025 Total 2024 Depreciation of tangible fixed assets Auditors remuneration 9,754 6,900 13,694 4.980 Page 24
National Governance Association (A Company Limited by Guarantee) Notes to the financial statements for the year ended 31 March 2025 (continued) 9. Trustees and key management personnel remuneration and expenses The trustees neither received nor waived any remunerallon during the year (2024- £nill. During the year ended 31 March 2025 expenses totalling £4,204 (2024 £4.0831 were 1mbur$ed or paid directly 10 7 trustees (2024- 9) for travel. susbsislence. telephone and other items performed on behalf of the charity. The Trust considers ils key management personnel comprise the board of trustees. the Chief Executive Officer and the deputy Chief Executive Officer. The total amount of employee benefits received by key management personnel was £204.348. 10. Analysis of staff costs and numbers Staff costs . Total 2025 Total 2024 Wages and salarie5 Social security costs Defined contribution pension schemes 1,624.930 170.091 110.717 1.905,738 1.651,606 167,172 111.317 1,930.095 The number of employees whose employee benefits (excluding employer pension costs) exceeded £60,000 was-. 2025 Number 2024 Number £60.001- £70.000 £70.001- £80,000 £80.001- £90.000 Staff numbers . The average monthly number of employees during the year were as follows.. 2025 Number 2024 Number Headcounl 43 43 46 46 Page 25
National Governance Association (A Company Limited by Guarantee) Notes to the financial statements for the year ended 31 March 2025 (continued) 11. Pension commitments The charily contributes lo the individual pension plans of certain employees. The assels of these schemes are held separately from those of the Association in independently administered funds. Total contributions for the year ended 31 March 2025 amounted lo £110,71712024 £111,317) and outstanding contributions as al 31 March 2025 amounted to £12,484 (2024 - £13.985}. 12. Tangible fixed assets Fixtures & fittings Computer equipment Total Cost Al 1 April 2024 Addilions Disposals At 31 March 2025 4,495 76.482 25,673 80.977 25,673 4.495 102.155 108.650 Depreciation At 1 April 2024 Charge for the year Released by disposals At 31 March 2025 4,288 207 68,388 9,547 72,676 9.754 4,495 77.935 82,430 Net book values At 31 March 2025 24.220 24,220 At 31 March 2024 207 8.094 8,301 13. Stocks Total 2025 Total 2024 Books and publications for resale 6,327 6,327 9,409 9,409 14. Debtors Total 2025 Total 2024 Debtors from operations Prepayments Accrued income 277.394 80.258 11,332 368.984 300,076 105.961 17,841 423,878 Page 26
National Governance Association {A Company Limited by Guarantee) Notes to the financial statements for the year ended 31 March 2025 {Gontinued) 15. Creditors - amounts falling due within one year Total 2025 Totsl 2024 Creditors from operations Taxation and social security Accruals Deferred income Dilapidations provision Other creditors 103.088 45,497 77,593 196,373 60,000 8.756 491,307 182,064 41,166 68,276 248.432 12,783 552,721 Deferred income Deferred income at 1 April 2024 Resources deferred in the year Amounts released from previous years Deferred income at 31 March 2025 248,432 196,373 1248,43?} 196,373 182.110 248.432 {182,1101 248,432 At the balance sheet dale Ihe charity was holding funds received in advance for membership fees £103,381 (2024 - £113.125), professional and development fees £90,212 (2024 - £130,307) and other income £2.780 (2024 - £5.0001. Following the charity's departure from its previous office premises in September 2024. a provision of £60,000 has been recognised for expected dilapidation costs under the terms of the lease. The amount represents management's best estimate of Ihe cost lo restore the premises to the required condition, and is expected to be sellled within the next 12 months. 16. Commitments under operating leases Al 31 March 2025. the charitywas committed to ffiaking the following paymenls under non- cancellable operating leases Total 2025 Total 2024 Within one year Within two to five years incluslve In over five years 45,370 45.370 The charity vacated ils previous office premises in September 2024 upon the expiry of ils lease. In October 2024, the charity entered into a new licence agreement for office premises. The new agreement does not confer exclusive use and 15 therefore treated as a service contract rather than an operating lease (see note 17). Page 27
National Governance Association (A Company Limited by Guarantèe) Notes to the financial statements for the year ended 31 March 2025 (continued) 17. Other financial commitments At 31 March 2025, the charity was commilled to making payments under a licence agreement for office premises erblered into in October 2024. The estimated commitment under this agreement is as follows.. Total 2025 Total 2024 Within one year Within two to five years inclusive In over five years 100,250 160,000 260.250 18. Analysis of funds Balance at 1 April 2024 Balance at 31 March 2025 Incoming resour¢es Resources expended Transfers Restricted funds Food Project 91.586 91.586 {91,J8GI 191,5861 Unrestricted funds General fund 606,638 606,638 3.286,430 3,286,430 12.989,2551 12,989.25Jl 903,813 903.813 Total funds 606.638 3.378,016 13,080,841) 903.813 Name of fund Des¢ription, nature and purpose of fund Restricted general fund Money given lo the charity where the donor requires that a grant or donalion be spent for a specific project. The Food Project income received from the DfE relates to an e-learning development proje¢l supporting school govemance around food quality and curriculurn, with the corresponding expenditure also reslricled lo this purpose. Unrestricted general fund The free reserves of the charity which are not designated for particular purposes. Page 28
National Governance Association (A Company Limited by Guarantee) Notes to the financial statements for the year ended 31 March 2025 (continued) 18, Analysis of funds Icontinuedl Comparative movement in funds is as follows.. Balance at 1 April 2023 Balance at 31 March 2024 Incoming resources Resources expended Transfers Restricted funds ASCL - joint publication 825 825 18251 18251 Unrestricted funds General fund Designated fund 496.622 3.339.031 13,229.01Jl 606.638 496,622 3,339,031 ?,229,0151 606,638 Total funds 497,447 3,339.031 13,?29.8401 606.638 19. Analysis of net assets beeen funds Fund balances at 31 March 2025 are represented by.. Unrestri¢ted Designated funds fund Restricted funds Total fund5 Tangible fixed assets Current assets Currenl liabilities 24.220 1.370.900 1491.3011 24.220 1,370,900 1491,3071 Total net assets 903.813 903.813 20. Re¢oneiliation of net incomellexpenditurel to net cash flow from operating a¢tivities Total 2025 Total 2024 Nel incomel(expendilure) for the year Depreciation Interest re1vable (Increase) I decrease in stock (Increase) I decrease in debtors Increase l (decrease) in Creditors 297,175 9.754 {14,0811 3,082 54.894 (61.4141 109.191 13,694 14,9261 378 133.257 1263.4101 Net cash flow from operating activities 289,410 (11,8161 Page 29
National Governance Association (A Company Limited by Guarantee) Notes to the financial statements for the year ended 31 March 2025 (continued) 21. Ultimate controlling party The charity is controlled by the truslees listed in the reference and administrative details on page 1. 22. Related party transactions There were no related party transactions for the year ended 31 March 2025 {2024 - none). Page 30