What trustees, executives, and staff each do

TL;DR: Charities are governed by trustees (who have ultimate legal responsibility), led day-to-day by a CEO or executive team (who manage operations and delivery), and run by staff (who do the actual work of programme delivery, fundraising, finance, and administration). The distinction between governance and management — between what trustees do and what the executive does — is the most important structural relationship in any charity, and the one most frequently misunderstood. Getting this relationship right is the difference between a well-run charity and a dysfunctional one.

Why this matters

Every charity has a governance structure, whether it has two trustees and no staff or a board of fifteen governing an organisation with thousands of employees. Understanding who is responsible for what — and where the boundaries are — is essential for anyone working in the sector.

New staff often do not understand what trustees actually do. New trustees often do not understand the limits of their role. CEOs often struggle to manage the boundary between board governance and operational management. And when this relationship breaks down — when trustees micromanage, or when the executive acts without proper board oversight — charities get into serious trouble.

The Charity Commission's guidance CC3 (The Essential Trustee) and the Charity Governance Code both set out the framework. This article explains how it works in practice.

The 5 things to know

1. Trustees have ultimate legal responsibility for the charity

Trustees are the people who are legally responsible for a charity. In a charitable company, they are also the company directors. In a CIO, they are the charity trustees as defined in the constitution. Whatever the structure, they carry the legal duties.

The Charity Commission's guidance CC3 sets out six key duties for trustees:

1. Ensure the charity is carrying out its purposes for the public benefit — trustees must understand the charity's objects and make sure everything the charity does serves those purposes
2. Comply with the charity's governing document and the law — including charity law, employment law, health and safety, data protection, and any sector-specific regulation
3. Act in the charity's best interests — making decisions based on what is best for the charity and its beneficiaries, not personal interests or the interests of any other organisation
4. Manage the charity's resources responsibly — including financial oversight, reserves, investments, and risk management
5. Act with reasonable care and skill — the duty of care, meaning trustees must apply the level of competence that can reasonably be expected given their knowledge and experience
6. Ensure the charity is accountable — through proper reporting, transparency, and compliance with regulatory requirements

These duties are personal — they belong to each individual trustee, not just to the board collectively. A trustee cannot avoid responsibility by saying they left decisions to the chair, the CEO, or other board members.

Trustees are also subject to a duty of prudence: they must protect the charity's assets and ensure they are used only for the charity's purposes. This includes maintaining adequate reserves, managing financial risk, and not exposing the charity to undue liability.

For a detailed exploration of trustee duties, see our guide to charity trustees.

2. The CEO and executive team run the charity day-to-day

While trustees are responsible for governance — strategy, oversight, and accountability — the CEO (or chief executive, executive director, or equivalent) is responsible for operational leadership and management.

In practice, this means:

• Implementing the strategy set by the board
• Managing staff — recruitment, performance, development, and (where necessary) disciplinary processes
• Managing finances day-to-day — budgeting, cash flow, expenditure decisions within board-approved limits
• Leading programme delivery — ensuring the charity's services, projects, and activities are delivered effectively
• Fundraising and income generation — often led or significantly shaped by the CEO, particularly in smaller charities
• External representation — acting as the public face of the charity, managing relationships with funders, partners, regulators, and the media
• Reporting to the board — providing trustees with the information they need to fulfil their governance role

The CEO is usually (though not always) the only member of staff who reports directly to the board. All other staff report through the CEO or the senior management team. This means the board's primary management relationship is with the CEO, and the CEO is the conduit between the board and the rest of the organisation.

In larger charities, the CEO leads an executive team or senior leadership team that typically includes a finance director, an operations director, heads of programmes, and other senior roles. In smaller charities, the CEO may be the only senior staff member — or the charity may have no CEO at all, with trustees taking on more operational responsibility.

3. The trustee-executive boundary is the most important — and most contested — line in charity governance

The distinction between governance (the board's job) and management (the executive's job) sounds simple in theory but is complicated in practice. The Charity Governance Code describes it as one of the most important aspects of good governance.

The board's job is to:

• Set strategy and direction
• Approve budgets and major spending decisions
• Appoint, support, and (if necessary) dismiss the CEO
• Monitor performance against agreed objectives
• Ensure legal and regulatory compliance
• Manage risk at the strategic level
• Act as guardians of the charity's mission and values

The executive's job is to:

• Develop and implement plans to deliver the strategy
• Manage staff and day-to-day operations
• Make operational decisions within delegated authority
• Provide the board with accurate, timely information
• Flag risks and issues to the board
• Recommend options and courses of action for board decision

The problems arise when this boundary is unclear or violated:

• Trustees who micromanage — attending staff meetings, directing programme design, contacting funders without the CEO's knowledge — undermine the executive's authority and create confusion about who is running the organisation
• CEOs who withhold information or act beyond their delegated authority — making major commitments without board approval, presenting the board with fait accomplis — undermine the board's governance role
• Boards that rubber-stamp — automatically approving everything the CEO recommends without scrutiny — fail in their oversight duty

The Charity Governance Code recommends that the board and CEO explicitly agree on the scheme of delegation: what decisions the CEO can make independently, what requires board approval, and what requires consultation. This is one of the most practical things a charity can do to prevent governance dysfunction.

4. Staff deliver the charity's work — and their relationship to trustees is indirect

Most charity staff — programme workers, fundraisers, finance officers, communications staff, administrators — have no direct relationship with the board of trustees. They report to their line manager, who reports upwards through the management structure to the CEO.

Staff roles in charities are broadly similar to those in any organisation:

• Programme and service delivery: the staff who work directly with beneficiaries — caseworkers, advisers, youth workers, therapists, project managers
• Fundraising: grant writers, community fundraisers, major donor managers, digital fundraising specialists, trust and foundation fundraisers
• Finance: finance officers, management accountants, payroll administrators
• Operations: HR, IT, facilities, compliance, data protection
• Communications and marketing: press officers, content creators, social media managers, campaign coordinators
• Senior management: directors, heads of department, programme leads

Charity salaries are typically lower than equivalent roles in the private sector, though the gap varies by role and sector. NCVO publishes salary survey data that provides benchmarks. The sector employs nearly one million people in paid roles across the UK, making it a significant employer.

One distinctive feature of charity employment is the values alignment that many staff feel with their employer's mission. This is a genuine motivator, but it can also be exploited — organisations sometimes expect staff to accept lower pay, longer hours, or poorer working conditions because "it's for a good cause." This is a live issue in the sector.

5. Volunteer trustees, conflicts of interest, and trustee payment are recurring governance themes

Most charity trustees serve as unpaid volunteers. This is a distinctive feature of the charity model: the people with ultimate legal responsibility for the organisation typically receive no payment for their governance role. Charity Commission guidance permits reasonable out-of-pocket expenses but generally prohibits trustee payment unless the governing document explicitly allows it or the Commission has given consent.

This creates several dynamics:

• Recruitment challenges: finding skilled, diverse, committed people willing to take on legal responsibility without pay is genuinely difficult. Boards often struggle with succession planning and diversity.
• Time constraints: volunteer trustees have other jobs, family commitments, and obligations. Board meetings may be monthly or quarterly. Trustees cannot be expected to be available in the same way as paid staff.
• Power dynamics: the CEO (who is full-time, paid, and operationally expert) often knows far more about the charity's work than the trustees. This creates an information asymmetry that can be difficult to manage.

Conflicts of interest are a major governance concern. A conflict arises when a trustee's personal interests, or the interests of a connected person or organisation, could influence or be perceived to influence their decision-making. Common examples include:

• A trustee who is employed by a funder that the charity is applying to
• A trustee whose business provides paid services to the charity
• A trustee who has a personal relationship with a member of staff
• A trustee who serves on the board of another organisation that competes for the same funding

The Charity Commission requires charities to have a conflicts of interest policy and expects trustees to declare and manage conflicts appropriately — which usually means declaring the interest, withdrawing from the relevant discussion and decision, and recording this in the minutes. The Charity Governance Code goes further, recommending that boards actively monitor and manage conflicts as part of their regular governance processes.

There is a growing debate about whether trustees should be paid, particularly at larger charities where the governance demands are substantial. Some argue payment would improve board quality and diversity. Others argue it would fundamentally change the nature of trusteeship and create new conflicts of interest.

Common misunderstandings

"Trustees run the charity." Trustees govern the charity — they set strategy, provide oversight, and hold ultimate legal responsibility. They do not run it day-to-day. That is the CEO's job. When trustees try to run the charity directly, it usually causes problems.

"The CEO works for the board." Technically true — the CEO is appointed by and accountable to the board. But in practice, the relationship is a partnership. The best CEO-board relationships involve mutual respect, clear boundaries, honest communication, and shared commitment to the charity's mission. A board that treats its CEO as a subordinate to be directed will struggle to retain good leaders.

"Staff don't need to understand governance." Staff who do not understand the board's role, the scheme of delegation, or how decisions are made will struggle to navigate their organisation effectively. Governance literacy should be part of induction for all staff, not just senior managers.

"Trustees can't be held personally responsible." In an incorporated charity (CIO or charitable company), trustees are generally protected from personal liability for the charity's debts. But they can still face personal consequences for breach of duty — acting in bad faith, failing to manage conflicts of interest, or acting outside their powers. In an unincorporated charity, trustees can be personally liable for debts and obligations.

"Volunteer trustees can't be expected to understand the finances." Every trustee has a duty to understand the charity's financial position sufficiently to make informed decisions. They do not all need to be accountants, but they must be able to read and interrogate the financial reports presented to them. The duty of care and duty of prudence require this.

How it works in practice

In a typical medium-sized charity (say, 20-50 staff, annual income £1-5 million), the governance and management structure might look like this:

• A board of 8-12 trustees meeting 6-8 times a year, with subcommittees for finance, HR/remuneration, and possibly fundraising or programmes
• A chair who manages the board, sets agendas (with the CEO), and acts as the primary point of contact between board and executive
• A CEO who attends board meetings (usually not as a trustee), reports on performance, presents proposals, and manages the organisation between meetings
• A senior leadership team of 3-5 directors or heads of department
• Staff across programmes, fundraising, finance, operations, and communications
• Possibly a number of volunteers supporting service delivery, events, or administration

The board approves the annual budget, the strategic plan, major policy decisions, and the CEO's performance objectives. The CEO makes day-to-day operational decisions within the delegated authority the board has agreed. When something falls outside that delegation — a major new contract, a significant risk, a change in strategy — the CEO brings it to the board for decision.

The quality of this relationship determines an enormous amount about whether the charity functions well. A board that trusts its CEO, asks good questions, provides constructive challenge, and focuses on strategic issues will get better results than one that second-guesses operational decisions or avoids difficult conversations.

What people disagree about

• Should trustees be paid? The sector is divided. Proponents argue that trustee payment would attract more diverse, skilled candidates and reflect the real demands of the role. Opponents argue it would undermine the voluntary principle, create conflicts of interest, and professionalise governance in ways that could exclude grassroots voices. The Charity Governance Code takes no definitive position.
• Is the trustee model fit for purpose? Some argue that relying on volunteer boards for ultimate governance of complex organisations is structurally flawed. Others argue that the trustee model — with its emphasis on public benefit, accountability, and voluntary service — is one of the sector's greatest strengths.
• How much should boards defer to the CEO? Some boards are highly deferential, trusting the CEO almost entirely. Others are heavily interventionist. Neither extreme works well. The challenge is finding the right level of scrutiny for the specific charity's size, risk profile, and stage of development.
• Should staff have board representation? Some charities give staff a board observer seat or even a staff trustee position. Others argue this creates an inherent conflict of interest, since staff trustees would be governing their own employer. The practice varies and opinions are strong on both sides.

What to read next

• Charity structures in plain English — the legal forms that determine how governance works
• The three regulators you need to know — the regulators that set governance expectations
• The main types of organisations you'll encounter — how governance varies across different organisation types
• What is a charity trustee? — a detailed guide to trustee duties and responsibilities

FAQs

Can a trustee also be a paid employee of the charity?

Generally, no. Charity Commission guidance is clear that trustees should not normally benefit financially from their role. A person who is both a trustee and a paid employee has an inherent conflict of interest. There are limited exceptions — the Charity Commission can authorise trustee payment in specific circumstances, and some governing documents include provision for it — but the default position is that trusteeship is an unpaid governance role, separate from any paid employment. If a charity needs to pay a trustee for specific services, this requires careful management, usually Charity Commission consent, and robust conflict-of-interest procedures.

How many trustees should a charity have?

There is no single right number, but the Charity Governance Code recommends that boards are large enough to provide diverse perspectives and adequate skills coverage, but small enough to function effectively as a decision-making body. In practice, most charities have between 5 and 12 trustees. The Charity Commission requires a minimum of three trustees for a CIO. Very large boards (15+) can struggle with effective decision-making; very small boards (3-4) may lack resilience and diversity.

What happens if a trustee disagrees with a board decision?

Trustees make decisions collectively, usually by majority vote. A trustee who disagrees with a decision can register their dissent in the minutes, which provides some protection if the decision later proves problematic. However, once the board has made a decision, all trustees are expected to support it publicly — the principle of collective responsibility. A trustee who fundamentally disagrees with the direction of the charity may ultimately need to resign, but they should raise their concerns formally with the board first.

What is the difference between a chair and a CEO?

The chair leads the board of trustees — they facilitate board meetings, set agendas (with the CEO), ensure the board functions effectively, and represent the board externally. The chair is usually an unpaid volunteer trustee. The CEO (chief executive officer) leads the organisation's staff and operations — they manage day-to-day delivery, implement the board's strategy, and are usually the most senior paid employee. The chair-CEO relationship is the single most important governance relationship in any charity. When it works well, it provides both accountability and support. When it breaks down, the consequences for the charity can be severe.