Good Governance A Code for the Voluntary and Community Sector Second edition: October 2010 Produced by the Code Steering Group on behalf of: Association of Chief Executives of Voluntary Organisations Charity Trustee Networks Institute of Chartered Secretaries and Administrators National Council for Voluntary Organisations With thanks to the Charity Commission The Governance Code Steering Group would like to offer their thanks to all those that kindly contributed to the development of this second edition © The Code Founding Group Good Governance A Code for the Voluntary and Community Sector Second edition: October 2010 Foreword Dame Suzi Leather Charities and other voluntary and Chair, Charity Commission community organisations play a vital role in our lives and they command enormous public trust and confidence. This is reflected in the generosity with which people in Britain give their time and money to charities they support. Trustees and board members therefore carry an important responsibility to manage their organisations and deliver on their objectives in a way that enhances that public trust and support. 4 The central importance of good Like the first edition, this code is drafted governance to all sectors of the economy by the sector, for the sector. It therefore is now clearer than ever. The crisis which carries genuine authority and beset our financial system has authenticity. This is reflected by the large highlighted how dangerous a tick-box number of charities and other voluntary approach can be. Truly good governance organisations that welcomed and adopted has to be lived. Each and every trustee the first edition. Given the size, range and and board member needs to embrace its diversity of the sector, that is a great values, and apply them to the particular achievement. needs and circumstances of their I am confident that this edition will reach organisation. an even wider audience, not least because This is why I’m delighted to support it is more accessible to smaller, volunteer- the second edition of Good Governance: run organisations and to less experienced a Code for the Voluntary and Community boards. I commend the authors for their sector, which focuses on the key use of clear, jargon-free language and the principles that trustees and board intuitive way in which they summarise members should follow and provides the key principles of good governance. clear information about what those principles imply in practice. 5 Development of the Code of Governance Governance is high on the agenda The original Good Governance: a Code The first Code was published in in all sectors – public, private and for the Voluntary and Community 2005 as a living document, with a voluntary. As voluntary and sector (the Code) arose from directly commitment to update it as a result community organisations driven by expressed needs in the sector. of feedback from those organisations altruistic values and working for These came from organisations that engaged with it. The Governance public benefit, we are increasingly which wanted guidance to clarify the Hub acted as guardian of the Code expected to demonstrate how well main principles of governance and and developed a number of activities we are governed. Good governance to help them in decision making, to raise awareness of, promote and is a vital part of how voluntary and accountability and the work of support the principles of the Code community organisations operate their boards. In response to these and its implementation by the and are held accountable. demands, a group of voluntary sector sector. A major contribution by Other sectors have developed codes infrastructure associations, with the the Governance Hub was the over the past decade, including those Charity Commission, came together commissioning of research into the prepared by the National Housing and decided to work towards Code and recommendations for its Federation, Co-operatives UK and developing the Code. Vitally, the Code ongoing development. HEFCE. In the public sector, the Good was developed by and for voluntary There has also been new governance Governance Standard for Public and community organisations. thinking arising out of the economic Services was introduced in 2004. And downturn; proportionate governance the private sector has its UK Corporate and behavioural governance. This has Governance Code, which builds on the led the original code founders to work of the Cadbury, Greenbury and consult on, and publish, a second Higgs inquiries and continues to be edition of the Code incorporating new developed in light of recent thinking and comments from sector governance failures. users. As before, feedback is welcomed as to how the Code is being used and how it could be improved. 6 Using the Code Terminology: The principles of good governance Other generic principles, for example have been designed to be valid for Nolan (see Principle 5), applicable In the Code we have used the entire voluntary and community to virtually all organisations, are the term “the board” to sector. All board members will need recognised as expected good to have access to more detailed practice and are complementary mean the organisation’s guidance on their legal duties. to these principles. governing body. In your Charity trustees will also need Specific types of organisations may organisation it may be to refer to Charity Commission want to develop this Code and amend guidance on charity law and called the board (or board regulation. it to suit their structure and activities. We welcome this, but urge that of directors or board of The good governance characteristics modified codes are validated by peer governors), the trustees, included in this document enable review to ensure they reflect good the management organisations to assess whether they practice for that type of organisation. are following sound practice. Given This Code recognises that all committee or some other the diversity of the sector, the good organisations should (and frequently name. It is the body with governance characteristics may not must) follow principles and practices be applicable to every organisation. overall responsibility for They are for guidance and for use in that fully recognise diversity in all its forms including age, gender, faith, governing the a way that encourages appropriate race, sexual orientation, disability, organisation, overseeing flexibility – but we anticipate that experience and thinking. Such the ‘apply or explain’ principle will be principles do not feature separately; and controlling its adopted. If one good governance they are an integral part of good management. characteristic appears not to be valid practice throughout any community in a particular setting; then an or voluntary sector organisation. alternative may be sought, but organisations should be prepared to This version of the Code includes give reasons for that decision. references to employees and their roles in relation to governance. The principles have a universal application but we will develop a separate version in consultation with organisations that have no paid staff. 7 Introduction Lindsay Driscoll Good governance is essential for the Independent Chair, success of any organisation and is Governance Code Steering Group now more important than ever. Board members play a vital role in serving their causes and communities. They bring passion and commitment as well as skills and experience to the organisations they lead. Boards set the long term vision and protect the reputation and values of their organisations. To make a difference a board needs to have proper procedures and policies in place but it also needs to work well as a team and have good relationships within the organisation. The purpose of these principles is to assist board members to provide strong leadership, enhance their decision making and demonstrate their accountability This will in turn assist the people and causes their organisations were set up to benefit. 8 The principles set out good practice Underlying each principle is the but these are closely linked with the additional principle of equality – that responsibilities of charity trustees and of ensuring equality, diversity and other legal requirements that may be equality of treatment for all sections imposed on board members. Under of the community. We believe that each principle we have highlighted the this is fundamental and an essential areas of law which we consider to be element of all six principles. the most relevant. The six high level principles are designed to be universal and applicable to all voluntary and community organisations. It is the practice and procedures which will vary according to the type and size of the organisation. To support the principles we have included good governance characteristics and set out why we consider the principles to be essential for good governance. 9 The Principles – a summary Principle 1 Principle 2 Principle 3 An effective board will provide good An effective board will provide An effective board will provide governance and leadership by good governance and leadership good governance and leadership understanding their role. by ensuring delivery of by working effectively both as Members of the board will organisational purpose. individuals and as a team. understand their role and The board will ensure that the The board will have a range responsibilities collectively organisation delivers its stated of appropriate policies and and individually in relation to: purposes or aims by: procedures, knowledge, attitudes • their legal duties • ensuring organisational purposes and behaviours to enable both • their stewardship of assets remain relevant and valid individuals and the board to work • the provisions of the governing • developing and agreeing a effectively. These will include: document long term strategy • finding and recruiting new board • the external environment • agreeing operational plans members to meet the organisation’s • the total structure of the and budgets changing needs in relation to skills, organisation • monitoring progress and spending experience and diversity and in terms of against plan and budget • providing suitable induction • evaluating results, assessing for new board members • setting and safeguarding the outcomes and impact • providing all board members vision, values and reputation • reviewing and/or amending the with opportunities for training of the organisation plan and budget as appropriate. and development according • overseeing the work of the to their needs organisation • periodically reviewing their • managing and supporting staff performance both as individuals and volunteers, where applicable. and as a team. 10 An effective board will provide good governance and leadership by: 1. understanding their role 2. ensuring delivery of organisational purpose 3. working effectively both as individuals and a team 4. e xercising effective control 5. behaving with integrity 6. being open and accountable. Principle 4 Principle 5 Principle 6 An effective board will provide good An effective board will provide good An effective board will provide good governance and leadership by governance and leadership by governance and leadership by being exercising effective control. behaving with integrity. open and accountable. As the accountable body, The board will: The board will lead the organisation the board will ensure that: • safeguard and promote the in being open and accountable, • the organisation understands organisation’s reputation both internally and externally. and complies with all legal and • act according to high ethical This will include: regulatory requirements that standards • open communications, informing apply to it • identify, understand and manage people about the organisation and • the organisation continues conflicts of interest and loyalty its work to have good internal financial • maintain independence • appropriate consultation on and management controls of decision making significant changes to the • it regularly identifies and reviews the • deliver impact that best meets organisation’s services or policies major risks to which the organisation the needs of beneficiaries. • listening and responding to the is exposed and has systems to views of supporters, funders, manage those risks beneficiaries, service users and • delegation to committees, staff and others with an interest in the volunteers (as applicable) works organisation’s work effectively and the use of delegated • handling complaints constructively, authority is properly supervised. impartially and effectively • considering the organisation’s responsibilities to the wider community, e.g. its environmental impact. 11 Principle 1 An effective board will provide good Why? governance and leadership by Board members have a duty to act understanding their role within the legal and regulatory frameworks that apply to them and Members of the board will understand the organisation. A full their role and responsibilities understanding of their role and responsibilities, the purpose and collectively and individually in structure of the organisation itself relation to: and the external environment will help them to fulfil their legal duties • their legal duties and to lead and govern the organisation effectively. • t heir stewardship of assets • t he provisions of the governing The board should consider how it will set the culture of the organisation. document They should lead by example, • the external environment ensuring that individuals representing the organisation in any capacity do so • the total structure of the organisation in a way that positively reflects its values. The ethos and culture of the and in terms of: organisation should underpin the delivery of its activities or services • s etting and safeguarding the vision, and the achievement of its objects. values and reputation of the organisation •o  verseeing the work of the Supporting material organisation For charity trustees, this must include: •m  anaging and supporting staff • accepting ultimate responsibility for and volunteers, where applicable. the way the organisation is directed and run in meeting its purposes 1 • b eing alert to those matters that cannot be delegated to individual board members or others • acting at all times in the best interests of the organisation and its beneficiaries (see also Principle 5) • ensuring the solvency and financial strength of the organisation 12 • safeguarding the organisation’s 2. u  nderstanding and ensuring 5. being clear about what matters are assets and using them only in independence of board decision strategic and what matters are furtherance of its purposes making and action (regardless of operational in relation to board • taking a considered, proportionate how individual board members oversight of the organisation. and balanced approach to risk were appointed) and putting the Avoiding inappropriate involvement management needs of beneficiaries ahead of in operational matters but taking • acting reasonably in their decision any other interests (see also responsibility for challenging and making and leadership of the Principle 5) holding to account senior organisation 3. establishing and periodically managers (e.g. the chief executive, • recognising and respecting that all reviewing statements setting out senior management team) or other board members are equally the vision, mission and values of persons, organisations or agencies responsible in law for the board’s the organisation. Ensuring that to whom they have delegated decisions these statements are developed in implementation of their strategic • complying with all relevant consultation with the organisation’s decisions legislation and regulation stakeholders, that they accurately 6. where the organisation has a chief applicable to the organisation and reflect the objects in the executive, following proper and the activities it undertakes and organisation’s governing formal arrangements for the chief making appropriate public document, and are effectively executive’s appointment, statements to confirm that this is communicated and easily supervision, support, appraisal and the case (see also Principle 4) understood outside the remuneration. Being clear which • ensuring that all board members organisation board members are responsible for are properly appointed and are not day to day communication with, disqualified from so acting 4. ensuring that all board members understand their relationship with, and supervision of, the chief (see also Principle 3). executive. Ensuring that the and responsibilities towards (as Other important things to applicable): relationship between the board consider include: and the chief executive retains an • beneficiaries or service users appropriate balance of support, 1. ensuring that the organisation • staff, particularly senior staff provides every board member with scrutiny and challenge • members all relevant information, including: • volunteers 7. where board members also act as • appropriate induction and training • committees, working groups volunteers or employees, being • copies of key documents such as and advisory groups clear about the capacity in which the governing document and • central office, branches, they are acting at any given time financial information and local or regional offices 8. ensuring that individual board • a generic role description for • subsidiary trading companies members do not act on behalf of board members and further • other organisations with which the the board without authority descriptions for any specific roles organisation formally collaborates 9. strategically reviewing all aspects or functions (e.g. chair, treasurer, of the organisation’s work and secretary) functioning to ensure its overall • guidance produced by regulators effectiveness. and other organisations • handbook of other helpful information, including a code of conduct 13 Principle 2 An effective board will provide good Why? governance and leadership by The organisation’s aims or purposes ensuring delivery of organisational are its reason for existing; it should purpose. aim to secure the optimum means of fulfilling them. To do otherwise would The board will ensure that the be failing its beneficiaries, funders and supporters. If board members are organisation delivers its stated committed to the organisation’s purposes or aims by: purpose, this should drive them to aim to do better for the organisation’s • e nsuring organisational purposes beneficiaries or service users. The board should always bear this in remain relevant and valid mind, and make decisions in the best • developing and agreeing a interests of the people or cause it long term strategy aims to help. The board must also ensure that the organisation remains • agreeing operational plans and focussed on delivering its purposes budgets and avoids “mission drift”. • monitoring progress and spending against plan and budget • evaluating results, assessing outcomes and impact • reviewing and/or amending the plan and budget as appropriate. 14 2 Supporting material 3. ensuring that the organisation’s stakeholders are supportive 7. the board and senior management team (where applicable) remaining This must include: of, and committed to, achieving alert to external and environmental these goals factors that could result in the • ensuring that all activities, board having to consider whether – services and functions, particularly 4. aligning management reports of new ones, match the stated organisational activities to the • the needs of beneficiaries are objects of the organisation as appropriate powers and objects in being met by the state, or the defined primarily in the the governing document organisational purpose has been governing document 5. assessing service provision against achieved in some other way, and • for registered charities, having relevant comparators (e.g. similar therefore the organisation can be regard to the Charity Commission’s organisations, suitable quality wound up or the purposes guidance on public benefit and standards), undertaking periodic changed reporting on the organisation’s reviews of services, and seeking • the purposes could be better public benefit in the statutory stakeholder feedback where achieved through collaboration, or Annual Report. appropriate where appropriate, merging with one or more other organisation(s) Other important things 6. providing board members with with similar objectives to consider include: timely and regular management • different ways of working may be 1. identifying and considering the accounts, ensuring that all board required to meet the opportunities range of data and information from members are in a position to read and challenges presented by both internal and external sources and understand them, in order to developments within the field of to help meet the needs of make informed decisions operation, including the risk of beneficiaries in line with the missing opportunities organisation’s stated purposes 8. having systems in place to measure 2. setting short, medium and long outcomes, assess impact and term goals and ensuring that enable the board to ensure the organisation-wide strategies organisation delivers its purpose are in place to monitor and and identify: implement these • successes that the organisation can celebrate • areas for improvement • new opportunities. 15 Principle 3 An effective board will provide Why? good governance and leadership To work in the best interests of the by working effectively both as organisation and its beneficiaries, the individuals and as a team. board needs to recruit individuals who: • together have a mixture of The board will have a range of knowledge, skills and experience appropriate policies and procedures, that is relevant to the organisation’s knowledge, attitudes and behaviours circumstances and needs • have the requisite characteristics to enable both individuals and the and skills to work as a committed, board to work effectively. These will effective and supportive team, whilst retaining independence of include: thought and the maturity and ability to challenge constructively • finding and recruiting new board • embody diversity in its widest sense, members to meet the organisation’s strengthening decision making by changing needs in relation to skills, bringing a broad range of backgrounds and perspectives. experience and diversity • providing suitable induction for new board members • providing all board members with opportunities for training and development according to their needs • periodically reviewing their performance both as individuals and as a team. 16 3 Supporting material 4. ensuring that beneficiaries and other stakeholders can contribute 7. using provisions in the governing document for appointing board This must include: appropriately and meaningfully to members effectively and decision making intelligently, so that (where • complying with any qualifications applicable) elections by members and all requirements in the 5. ensuring that the board: and nominations by external governing document concerning • collectively provides a mixture of bodies are informed by the skills who/how many may be appointed skills, experience, qualities and needs identified by the board, and as board members, terms of office knowledge appropriate to the any power of co-option is used to and manner of appointment organisation and its beneficiaries’ fill key gaps in board skills • complying with any requirements needs, using skills audit and other in the governing document relevant tools as appropriate 8. where staff are permitted to concerning board meetings • takes an active and intelligent become board members by the • ensuring that board members approach towards diversity, governing document or other legal are, and remain, eligible to act understanding the term in its power, ensuring that: and that appropriate checks have widest sense, avoiding tokenism • staff are only appointed as board been carried out (this may include and using board diversity to members where this can be minimum age, statutory support its effectiveness shown to be in the interests disqualification, and CRB checks • is big enough to provide the skills of the charity where applicable; and requiring new and experience needed, but not • conflicts of interest are identified board members to sign a declaration so large that decision making and properly managed of eligibility and willingness to act). becomes unwieldy • there is clarity about individuals’ Other important things to • invests sufficient time in roles as staff members and consider include: developing positive working board members relationships amongst themselves 9. setting aside time to reflect on 1. ensuring that the board meets and (where applicable) between often enough to be effective, that performance and functioning of the board and senior staff, the board and its committees as board members are well-prepared particularly the chief executive and committed to attending and teams, and identifying and dealing • acts quickly and positively to deal with any areas for improvement contributing constructively, and with any relationship strains or that meetings have a well- breakdowns, using external 10. supporting board members in structured agenda and good facilitation or mediation where their training and development, chairmanship appropriate and to facilitate this, periodically 2. adhering to a code of conduct reviewing the performance and 6. (where it is permitted by the development needs of each board which sets out expected standards governing document), using a of behaviour and the consequences member. range of ways to recruit board of inappropriate behaviour, members (such as advertising) ensuring that any potential to encourage diversity; including sanctions are in line with the formal recruitment procedures governing document and making appointments based 3. maintaining a strategy for board on merit, objectively measured renewal that will meet the against the agreed skills audit organisation’s changing needs. and role description This will cover maximum terms of office and succession planning, particularly for the chair and other key positions/skills 17 Principle 4 An effective board will provide Why? good governance and leadership The board are ultimately responsible by exercising effective control. for the decisions and actions of the organisation. Board members need As the accountable body, the to be assured that everyone acting in board will ensure that: the organisation’s name is complying with the board’s directions and the • the organisation understands requirements of law or regulation. Boards should provide direction, and complies with all legal and leadership and oversight without regulatory requirements that inappropriate involvement in operational matters. Delegation apply to it needs to be effectively supervised • the organisation continues to and monitored. have good internal financial and management controls • it regularly identifies and reviews the major risks to which the organisation is exposed and has systems to manage those risks • delegation to committees, staff and volunteers (as applicable) works effectively and the use of delegated authority is properly supervised. 18 4 Supporting material • acting prudently to protect the reputation, assets and property of 3. recognising and maximising the value of diversity within the board This must include: the organisation as a means of identifying and • ensuring that the organisation’s managing risks, especially as a way • ensuring, through appropriate assets and property are used only to of challenging institutional policies, procedures and reporting deliver its stated objects and aims. assumptions and thinking mechanisms, that the organisation understands and complies with all Other important things 4. having clear written terms of legal and regulatory requirements to consider include: reference for committees of the which apply to the organisation, 1. regularly reviewing the range and board, advisory groups and panels, including where applicable: impact of risks the organisation and for all delegated authority, faces, including the risk of missed which provide sufficient delegated – charity law and the requirements authority and clear boundaries to of charity regulators in any opportunities and the potential of small risks to snowball into higher allow officers, committees, staff, country where it operates volunteers, consultants and agents – trust law impact risks. Considering the impact of each identified risk on to discharge their duty effectively – company law and the and which are regularly reviewed requirements of Companies beneficiaries or service users, staff and volunteers, long term plans and updated House and other regulators (e.g. CIC regulator) and income generation, and 5. periodically reviewing the – industrial and provident putting in place strategies to organisation’s committee, advisory society law 1 manage those risks. This will group and panel structure to ensure – employment law include having and regularly that it continues to meet the – health and safety regulations reviewing a risk register and organisation’s governance needs – data protection legislation appropriate risk policy outlining the 6. allowing the proper exercise of – equality legislation board’s appetite for risk and how it delegated authority by the chief – legislation applying to particular will manage and limit the impact of executive and/or other staff and activities, such as fundraising, identified risks volunteers without inappropriate protection of children or 2. maintaining and regularly interference, whilst being vulnerable adults, provision of reviewing the systems of financial sufficiently involved and engaged health or care services, provision controls, internal controls, to properly supervise, hold to of financial advice, housing and performance reporting, policies account and retain ultimate tenancy law and procedures, with the board responsibility for decisions and • complying with relevant provisions periodically taking steps to assure actions taken, through appropriate in the governing document and itself of their effectiveness and systems of monitoring and relevant law concerning the exercise relevance to the activities the reporting back of powers of delegation by the board organisation undertakes and the 7. taking appropriate professional risks it faces advice where necessary before making important decisions, especially those involving material risk. To be known as Co-operative and Community 1 Benefit Society Law in the future 19 Principle 5 An effective board will provide Why? good governance and leadership The board, both individually and by behaving with integrity. collectively, have ultimate responsibility for the organisation’s The board will: funds and assets, including its reputation. They take the lead in • safeguard and promote the setting and championing the values organisation’s reputation and ethos of the organisation (see Principle 1). It is vital, therefore, that • act according to high ethical they maintain the respect of standards beneficiaries, other stakeholders and the public at large, by behaving with • identify, understand and manage integrity both when acting as trustees conflicts of interest and loyalty and more generally. To behave • maintain independence otherwise risks bringing the charity and its work into disrepute. of decision making • deliver impact that best meets the needs of beneficiaries. 20 5 Supporting material • complying with laws against bribery, including implementing policies 6. where possible, seeking to diversify income streams to help ensure that This must include: and clear guidelines concerning no single funder can exercise hospitality or gifts, the declaration undue influence over the actions • having in place and scrupulously and recording of offers of gifts or and decisions of the board following governing document hospitality, and in what provisions, policies and procedures 7. where board members or others circumstances such offers may act as spokespersons for the for identifying, declaring and be accepted or must be refused. managing conflicts of interest and organisation, ensuring that their • complying with any statutory or personal views are never confused conflicts of loyalty. Where board regulatory requirements concerning members have a material conflict of with, or represented as being, those reporting or disclosure of payments, of the organisation interest, managing this may include: expenses or other benefits that – not voting on, or participating in, board members receive from the 8. Board members and other discussion of a matter organisation representatives of the organisation – not being counted towards the should never accept gifts or Other important things hospitality where this could be quorum to consider include: – withdrawing from that part of the perceived as being likely to meeting at which a matter is 1. ensuring that the organisation’s influence their decisions discussed values and ethos are enshrined in 9. ensuring that any statement its policies and practices made on behalf of the organisation • if the organisation is a company, ensuring that it complies with 2. including standards of ethical is consistent with its mission, company law on the management behaviour, for example the Nolan vision and values of conflicts of interest and conflicts Principles,2 in the code of conduct 10. where board members are of loyalty for board members (see Principle 3) nominated or appointed by other • ensuring that the organisation 3. fostering a working environment bodies, being clear that the complies with the requirements of that supports constructive responsibility as a board member ‘whistleblowing’ legislation challenge and welcomes different of this organisation is to act and • managing relations and boundaries points of view make decisions in the interests between the organisation and any of this organisations and its subsidiary companies, especially 4. maintaining a register of interests and declaring an interest even if the beneficiaries, and not as a where individuals act as board delegate or representative members for both entities board member is unsure of its relevance and potential impact of the appointing body • always taking decisions in the best interests of the organisation and its 5. being open and honest in all 11. ensuring that all board members beneficiaries, ensuring that matters presented to the board understand and accept the need where a personal or business to be transparent and honest in all – the decision is within the board’s dealings with or on behalf of the powers relationship may be perceived to impact adversely on (or simply organisation, to avoid any public – the board is acting in good faith perception of improper conduct. – the board has adequately influence) the work of the board or the organisation This will include the establishment informed itself and is basing its of an expenses policy and decision on a range of data and procedures to claim legitimate information that provides sound expenses incurred understanding of all relevant (see also Principle 6) factors – the board is not allowing itself to 12. having in place appropriate be swayed by irrelevant factors policies and procedures for – the decision is within the range of whistleblowing, including reasonable options open to the safeguards to protect individuals board and can be justified as such who whistleblow. to stakeholders and regulators 2 T he Seven Nolan Principles of Public Life are: selflessness, integrity, objectivity, accountability, openness, honesty and leadership 21 Principle 6 An effective board will provide good governance and leadership by being open and accountable. Why? Making accountability real, through The board will lead the organisation genuine and open two-way in being open and accountable, communication that celebrates both internally and externally. successes and demonstrates willingness to learn from mistakes, This will include: helps to build trust and confidence with stakeholders and to demonstrate • open communications, informing legitimacy when representing them. people about the organisation and its work • appropriate consultation on significant changes to the organisation’s services or policies • listening and responding to the views of supporters, funders, beneficiaries, service users and others with an interest in the organisation’s work • handling complaints constructively, impartially and effectively • considering the organisation’s responsibilities to the wider community, e.g. its environmental impact. 22 6 Supporting material 2. ensuring that these people have the opportunity to hold the board to 5. in organisations where board members are appointed by a wide This must include: account and know how to do this membership, ensuring that the appropriately, and that their views organisation: • fully complying with any legal inform the organisation’s planning, requirements to produce annual • has clear policies on who is and is decision making and strategic not eligible for membership of the reports and accounts. These should reviews present a balanced and accurate organisation assessment of the organisation’s 3. demonstrating that the • has clear and accurate and performance organisation learns from mistakes up-to-date membership records • holding an annual meeting for and errors and how that learning is • keeps members informed about members or other stakeholders if used to improve organisational the organisation’s work required by the organisation’s performance and internal decision • actively seeks, values and takes governing document making. This could be by having into account the views of • complying with equality legislation clear and effective complaints members on key issues • complying with any applicable legal procedures, implementing them • encourages members to or regulatory requirements constructively and using the participate in the governance of concerning membership records. process as a valuable source of the organisation, clearly informing management information them about the responsibilities of Other important things board membership to consider include: 4. ensuring that the organisation upholds principles of equality and 6. recognising and acting on broader 1. identifying those with a legitimate diversity in every sphere of activity, organisational responsibility interest in the organisation’s work going beyond the legal minimum towards communities, wider (users or beneficiaries, staff, where appropriate. Information and society and the environment, in so volunteers, members, and other meetings should be accessible to all far as this does not divert the stakeholders) and ensuring that sections of the community e.g. by organisation from achieving its there is a strategy for regular and using plain language, offering objects. effective communication with communications in formats such them about the organisation’s as audio and Braille and in achievements and work, including languages commonly spoken in the board’s role and the the communities served organisation’s objects and values 23 Founding group contacts Association of Chief Executives of Charity Trustee Networks (CTN) National Council for Voluntary Voluntary Organisations (ACEVO) CTN’s vision is of positive, effective trustees Organisations (NCVO) ACEVO connects, develops and represents governing voluntary and community sector NCVO is the largest umbrella body giving the third sector’s leaders which include chief organisations. It works to achieve this by: voice and support to civil society in England. executives, chairs, trustees, directors and • Increasing trustees’ access to information, NCVO’s Governance and Leadership team senior managers. guidance and support through networks, a champions, supports and enables good website, signposting and services governance and effective leadership in civil 1 New Oxford Street • Developing understanding and awareness society organisations. They provide London, WC1A 1NU of trusteeship and governance. information and support, high quality T: +44 (0) 20 7280 4960 publications, consultancy and a range of F: +44 (0) 20 7280 4989 2nd Floor training and events. E: info@acevo.org.uk The Guildford Institute W: http://www.acevo.org.uk Ward Street, Guildford Regent’s Wharf GU1 4LH 8 All Saints Street 3 Albion Place T: 01483 230280 London Leeds, LS1 6JL W: http://www.trusteenet.org.uk N1 9RL T: +44 (0) 113 243 2333 T: 020 7713 6161 F: +44 (0) 207 280 4989 F: 020 7713 6300 Institute of Chartered Secretaries E: ncvo@ncvo-vol.org.uk W: http://www.ncvo-vol.org.uk Charity Commission and Administrators (ICSA) The Charity Commission for England and ICSA is the international qualifying and Wales is established by law as the regulator membership body for the Chartered and registrar of charities in England and Secretary profession and the world’s leading Wales. It aims to provide the best possible authority on corporate governance. regulation of these charities in order to 16 Park Crescent increase charities’ efficiency and London effectiveness and public confidence and W1B 1AH trust in them. T: (+44) 020 7580 4741 Charity Commission Direct F: (+44) 020 7323 1132 PO Box 1227, Liverpool E: info@icsa.co.uk L69 3UG W: http://www.icsa.org.uk T: 0845 3000 218 F: 0151 7031 555 E: enquiries@charitycommission.gsi.gov.uk W: http://www.charity-commission.gov.uk 24 Useful contacts bassac (British Association of Charities Aid Foundation (CAF) Companies House Settlements and Social Action The Charities Aid Foundation is a registered The main functions of Companies House are Centres) charity that works to create greater value for to incorporate and dissolve limited Organise training and events, highlight charities and social enterprise. We do this by companies examine and store company funding opportunities, and offer tailored transforming the way donations are made information delivered under the Companies support to members. With members they and the way charitable funds are managed. Act and related legislation and make this drive social change by raising local issues at information available to the public. 25 Kings Hill Avenue a regional and national level. Kings Hill Crown Way 33 Corsham Street West Malling Maindy London Kent ME19 4TA Cardiff N1 6DR T: 03000 123 000 CF14 3UZ T: 020 7336 9442 F: 03000 123 001 T: +44 (0)303 1234 500 F: 0845 241 0376 E: enquiries@cafonline.org F: 029 20380900 E: info@bassac.org.uk W: http://www.cafonline.org E: enquiries@companies-house.gov.uk W: http://www.bassac.org.uk W: http://www.companieshouse.gov.uk Charities Evaluation Services Black Training and Enterprise Group Charities Evaluation Services is the UK’s Community Matters (BTEG) leading provider of support and advice on Community Matters is the nationwide quality and evaluation systems for the federation for community associations and The Black Training and Enterprise Group voluntary sector. similar organisations across the UK. (BTEG) is a national organisation providing a Originally established as the National voice to government for black and minority 4 Coldbath Square Federation of Community Associations in ethnic service providers. London EC1R 5HL 1945, it has played a key role in promoting T: 020 7713 5722 2nd Floor, Lancaster House and supporting action by ordinary people in F: 020 7713 5692 31-33 Islington High Street response to social, educational and E: enquiries@ces-vol.org.uk London recreational needs in their neighbourhoods W: http://www.ces-vol.org.uk N1 9LH and communities. T: 020 7843 6110 12-20 Baron Street F: 020 7833 1723 E: info@bteg.co.uk Charity Commission London for Northern Ireland N1 9LL W: http://www.bteg.co.uk T: 020 7837 7887 The Charities Act (Northern Ireland) 2008 F: 020 7278 9253 created a new body: the Charity Commission E: info@communitymatters.org.uk Centre for Effective Dispute for Northern Ireland which will have W: www.communitymatters.org.uk Resolution (CEDR) Commissioners and staff. It will establish a compulsory charity register of all charities The Centre for Effective Dispute Resolution operating in Northern Ireland. It will provide is an independent non-profit organisation Directory of Social Change (DSC) a charity test of who is and who isn’t a with a public mission and supported by charity. Directory of Social Change is an independent multinational business, law firms and public charity with a vision of an independent sector organisations. W: http://www.dsdni.gov.uk voluntary sector at the heart of social International Dispute Resolution Centre change. It provides essential information 70 Fleet Street and training to the voluntary sector to London Charity Finance Directors’ enable charities to achieve their mission EC4Y 1EU Group (CFDG) and runs courses and publishes charity and T: +44 (0)20 7536 6000 voluntary sector books on fundraising, The Charity Finance Directors’ Group is a F: +44 (0)20 7536 6001 management, organisational and personal membership organisation set up in 1987 and E: info@cedr.com development, communication, finance specialises in helping charities to manage W: http://www.cedr.co.uk and law. their accounting, taxation, audit and other finance related functions. 24 Stephenson Way London, NW1 2DP, 3rd Floor T: 020 7391 4800 Downstream Building F: 020 7391 4808 1 London Bridge E: training@dsc.org.uk London W: www.dsc.org.uk SE1 9BG T: +44 (0)845 345 3192 Federation House F: +44 (0)845 345 3193 Hope Street, Liverpool, L1 9BW E: info@cfdg.org.uk T: 0151 708 0117 W: http://www.cfdg.org.uk/cfdg F: 0151 708 0139 E: research@dsc.org.uk 25 Useful contacts continued Ethnic Minority Foundation (EMF) National Association of Councils for Skills – Third Sector The Ethnic Minority Foundation is a national Voluntary Action (NACVA) Skills - Third Sector is a sector-led, registered charity created to improve the NAVCA is the national voice of local third independent charity which helps ensure the lives of Britain’s minority ethnic sector infrastructure in England. It aims to third sector has the skills and learning it communities and bring about social change. ensure communities are well served by the needs to do the best possible job. It aims to eradicate poverty, injustice and local third sector by supporting members Centre Court, Atlas Way prejudice wherever they exist and promote and their work with over 160,000 local Sheffield, S4 7QQ instead prosperity, fairness and groups and organisations. T: 0845 450 3860 understanding. The Tower, 2 Furnival Square E: info@skills-thirdsector.org.uk Forbes House Sheffield, S1 4QL W: http://www.skills-thirdsector.org.uk 9 Artillery Lane T: 0114 278 6636 London E1 7LP F: 0114 278 7004 T: 020 7426 8950 E: navca@navca.org.uk Volunteering England F: 020 7426 8429 W: http://www.navca.org.uk E: enquiries@ethnicminorityfund.org.uk Volunteering England works to support and W: www.ethnicminorityfund.org.uk increase the quality, quantity, impact and accessibility of volunteering throughout The Office of the Scottish England. Institute of Fundraising Charity Regulator (OSCR) Regents Wharf OSCR is the independent regulator and 8 All Saints Street The Institute of Fundraising is the registrar for Scottish charities. It regulates London N1 9RL professional membership body for UK over 23,500 Scottish charities including United Kingdom fundraising. Its mission is to support community groups, religious charities, T: +44 (0)845 305 6979 fundraisers, through leadership, schools, universities, grant giving charities F: +44 (0) 20 7520 8910 representation, standards-setting and and major care providers. E: volunteering@volunteeringengland.org education, and it champions and promotes W: www.volunteering.org.uk fundraising as a career choice. 2nd Floor, Quadrant House 9 Riverside Drive, Dundee Park Place DD1 4NY 12 Lawn Lane The Work Foundation T: 01382 220446 London E: info@oscr.org.uk The Work Foundation is the leading SW8 1UD W: http://www.oscr.org.uk independent authority on work and its T: 020 7840 1000 F: 020 7840 1001 future. It aims to improve the quality of W: www.institute-of-fundraising.org.uk working life and the effectiveness of Public Concern at Work (PcaW) organisations by equipping leaders, Institute of Fundraising Scotland policymakers and opinion-formers with 22/1A Calton Road Public Concern at Work is the independent authority on public interest whistleblowing. evidence, advice, new thinking and Edinburgh networks. EH8 8DP Suite 301, 16 Baldwins Gardens T: 0131 557 2100 London, EC1N 7RJ W: www.theworkfoundation.com Institute of Fundraising Cymru T: 020 7404 6609 1st Floor, 21 Cathedral Road F: 020 7404 6576 Cardiff E: whistle@pcaw.co.uk CF11 9HA W: http://www.pcaw.co.uk T: 0292 034 0062 About the Code The Code Steering Group provides stewardship for the Code. It is made up of representative of the original founders, the Association of Chief Executive Officers (ACEVO), Charity Trustee Networks (CTN), the Institute of Chartered Secretaries and Administrators (ICSA), the National Council for Voluntary Organisations (NCVO) with support from the Charity Commission and an independent chair. Acevo ICSA 1 New Oxford Street 16 Park Crescent London WC1A 1NU London W1B 1AH Charity Registration: 1114591 NCVO CTN Regent’s Wharf 2nd Floor 8 All Saints Street SteersMcGillanEves Design 01225 465546 The Guildford Institute London N1 9RL Ward Street Charity Registration: 22592 Guildford GU1 4LH Charity Registration: 1110979 ISBN 978-0-7199-1801-8