This guide was created after we ran an information workshop for some of our Together Fund partner organisations on board and governance structures.
The workshop was attended by staff and trustees of some small community-based organisations operating on a Community Interest Company model (CIC). We discussed board and governance structures relevant to their social enterprises. Therefore, this guide is specific to their interests, but we covered charities too. This guide is not exhaustive and is based on people’s experiences. It is not advice, and you should always take care to check any legal obligations etc.
What is a board?
A board of trustees is responsible for the governance of a charity. They ensure it is effectively and properly run and meets its overall purposes.
Typically, the board consists of trustees who work together and take overall responsibility for the organisation. Being a trustee is a formal role. CIC’s do not use the term trustee but may use another term such as committee member or director: what matters is the role, not the title.
Creating your board
Who you recruit, the diversity and the makeup of your board are very important. Having a diverse board ensures equal representation of different opinions and voices.
When selecting and advertising for trustees:
- Avoid appointing people you know. This can be okay if you are just starting out. Once you are established, you should aim to bring a diverse range of people onto your board.
- Try anonymised recruitment. This involves screening out names, gender etc. in the first instance. If appropriate (e.g., a Disabled People’s User Led Organisation) check that the applicant has lived experience of disability.
- Have an interview to understand them better, their motivations and what they would bring to your board.
- Check that they are a UK resident.
- Do all due diligence, check that they are not barred from working with a charity.
Who should be on your board:
- Aim for a diverse board, i.e., a mix of genders, younger and older people. It’s helpful to bring in trustees with a specialism. For instance, legal, finance etc.
- Have a yearly skills audit on the board.
Settling in and understanding your role:
- It can be daunting and confusing when you first join a board as a trustee. An induction process is helpful, as is having some social events. This can be as simple as a dinner after the board meeting.
- CICs can have trustees that are also paid staff, but trustees of charities cannot be paid staff and should not be too involved with the operational side of the organisation.
- Trustees cannot be paid for their role (expenses only). Any paid work you do separately for the organisation must be registered somewhere and noted that you didn’t vote on the decision to employ you.
- It’s a good idea for trustees to “sign up” to the Nolan principles for public life.
- The Chair of the Board and the Chief Executive is the most important relationship in the dynamic. You should have a process to manage any potential tensions.
- The Charities Commission Good Governance Code has six main duties of a trustee. There isn’t an absolute requirement for you to follow it, but it does show good practice.
- Remember, funders often want to see that you adhere to it.
- Avoid conflicts of interest: conflicting loyalties between your role as a trustee for this organisation and with another role/organisation.
- In your trustee’s report, be as honest as you can about targets and spending even if you didn’t meet them.
The requirements of a board
There are certain minimum requirements that your board reach, depending on what organisation you are.
You need to be clear from the start about why your board exists, its legal requirements, and what are the accountabilities if something goes wrong?
Typically the two most important requirements are:
Certain organisations/governing bodies may have different/certain requirements, so do check these. This could be that you must meet a minimum number of times per year, can be an “advisory group” rather than a “board”, must meet the aims and objectives of the council/governing body). Do check that you are a charity limited by guarantee. This is a specific set-up for charities. If not, you need to go through a process at the board to see how you are protecting yourselves (via the Articles of Association).
Always take out expert advice when needed.
The logistics of a successful board
How, when and where you meet as a board is really important. To help board meetings run smoothly, the format and frequency of board meetings must work for all members and any key staff who attend.
Some tips for hosting successful board meetings are:
- It would be best if you aimed to keep board meetings as short as possible. Try and avoid day-long discussions.
- You do need to balance digital meetings vs in-person.
When to meet in person vs online
- Although Face to Face can lead to more collegiate working and an easier socialising environment. Digital solutions like Zoom or Teams can work well and be more accessible to those who can’t travel or don’t wish to meet in person.
- Online meetings are also shorter. Often when people travel a long way for meetings, there is a pressure to extend sessions to “make it worth people’s time.”
- You can consider a hybrid approach? It’s important to tune in to everyone’s needs and make your board meetings as accessible as you can.
• Consider hosting an annual Board Away Day. This would be to look at your organisational strategy, not to discuss operational or business matters. Questions you might explore could include: Why do we do this? What are our members telling us?
• One or more staff members might come to present at part of a board meeting. For instance, they present a new project or the results of a completed project. Staff members other than the CEO and an Executive/personal assistant would not attend the entire meeting. However, there may be times when it is appropriate for the Leadership Team to join for the whole meeting.
• It’s good practice to have a short, closed section of the board meeting (usually at the start) without *any* staff member (including the CEO) present. Board members may have concerns they wish to discuss privately.
• Think about the time of the day you have the board meetings. Evenings work well for many trustees who work or have other commitments. However, if you want a staff member to attend part of the meeting, would this work?
You can learn more about board governance on these useful pages
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