Why have a Trustees’ code of conduct?

Does your charity suffer from any of the following?

• Trustees being passive or uninvolved.

• One or more difficult, dominant or badly behaved Trustee(s).

• Trustees not attending meetings or coming to meetings unprepared.

• A trustee who does not want to leave the board.

• A failure to manage conflicts of interest properly.

• Difficult trustee/staff relationships.

If so, then a good Trustees’ code of conduct could help resolve the problem.

If not, then a good Trustees’ code of conduct should help avoid these and other problems occurring in the future.

While it’s not a legal requirement for charities to have a Trustees’ code of conduct it is recommended practice in the Charity Governance Code and, in our experience, it can save all kinds of hassle.

What is a Trustees’ code of conduct?

Basically it is a set of guidelines agreed by the Trustees setting out their responsibilities and expectations for proper practice and behaviour by Trustees.

It could be very short (and for small charities it is often less than a page) or longer (typically 3-5 pages). Some are quite informal and descriptive, others are more complex and legalistic. There is no right or wrong, it depends on the culture of your charity and what will work best for you. What matters is that the guidelines and expectations it sets out should be clearly understood and agreed by all Trustees.

What should be in a Trustees’ code of conduct?

Small charities will generally have a simple document that sets out some basic principles and ground rules for how Trustees should behave, whereas larger charities may want something a little more detailed reflecting the complexity of their work and Trustees’ roles within that. Either way, it doesn't need to cover everything, and it shouldn't.

We think it is helpful if a Trustees’ code of conduct includes a reminder of charity Trustees’ common law duties as well as the following other basic Trustee responsibilities:

• Managing conflicts of interest – registering, declaring and resolving conflicts of interest.

• Avoiding personal benefit - not gaining materially or financially unless specifically authorised to do so.

• Respecting confidentiality – understanding what confidentiality means in practice.

• Having a sound, up-to-date knowledge of the charity and its environment within which it operates.

• Attending and preparing for meetings and other appointments.

• Engaging in respectful discussions and decision-making – contributing positively, listening, challenging sensitively and avoiding conflict.

• Acting jointly and accepting collective responsibility for decisions.

• Working considerately and respectfully – respecting diversity, different roles and boundaries, and avoiding giving offence.

It also helps if is states clearly what should happen if a Trustee fails to comply with the code; ranging from a warning through to removal from the Trustee Board for persistent breaches.

There are lots of examples of “model” codes of conduct, often in template form, including from NCVO Know How, the ICSA -Chartered Governance Institute, the Small Charities Coalition (formerly the Charity Trustees Networks) and many more. Take care, however, not to adopt a template wholesale without critical engagement in its content and without time for Trustees to debate and reflect on what is right for their charity.

How should a Trustees’ code of conduct be used?

The obvious use of the code is to remind a Trustee who is not behaving as the code envisages of the expectation of them as a Trustee and, in extremis, to remove them from the Board.

Of course, most of the time you’d hope not to need to use it in this way. To help make sure of that we recommend that:

• All Trustees should be involved in the development and introduction of a new code. Allow time for debate and reflection. Try to achieve unanimity, but if you can’t the majority view must prevail, which may mean any dissenter needs to step down. This collective development process helps ensure that Trustees understand fully what the code expects of them.

• Make sure all Trustees explicitly sign up to the code when it is introduced, when new Trustees join (as part of their induction) and periodically after that (for example at the start of each Trustee’s next term of office).

• Review your code from time to time and involve all Trustee in that process. Every 2-3 years should be ample and, like developing a new code in the first place, it is good to allow time for debate and reflection. This also helps ensure that Trustees understand fully what the code expects of them.

To find out more about Trustees’ codes of conduct or any of the other governance support and training we offer, please contact us at julian@almondtreeconsulting.co.uk to arrange free initial telephone discussion.