If You Are a Trustee

TL;DR You are legally responsible for the charity. Not the CEO, not the staff, not the volunteers — you. That does not mean you run the organisation day to day, but it does mean that when things go wrong, the Charity Commission looks at the board first. The best trustees ask hard questions, read the papers before the meeting, and understand the difference between governance and management. The worst ones rubber-stamp decisions, skip meetings, and only engage when there is a crisis. This guide is for people who want to be in the first category.

What this role optimises for

Trusteeship optimises for stewardship: ensuring the charity fulfils its purposes, remains solvent, operates within the law, and is well managed. You are not there to run programmes, close fundraising deals, or manage staff. You are there to make sure the people who do those things have the resources, strategy, and oversight they need — and to intervene when they do not.

Your secondary optimisation is accountability — to beneficiaries, to donors, to the regulator, and to the public. The charity holds assets in trust for a public purpose. You are the custodian of that trust. This is not a metaphor. It is a legal description of your role.

This is not a ceremonial position. It carries real legal weight, and the Charity Commission has the power to investigate, intervene, remove, and disqualify trustees who fail to meet their duties. In practice, this power is used sparingly, but it is not theoretical.

The jargon you need to know

CC3 (The Essential Trustee): The Charity Commission's core guidance on trustee duties. It sets out six key duties that apply to every trustee of every charity in England and Wales. If you have not read it, read it today. Everything else in this article builds on what CC3 covers, and it is freely available online. The six duties are: (1) ensure your charity is carrying out its purposes for the public benefit, (2) comply with your charity's governing document and the law, (3) act in your charity's best interests, (4) manage your charity's resources responsibly, (5) act with reasonable care and skill, and (6) ensure your charity is accountable.
Duty of compliance: Acting within the charity's objects, its governing document, and the law. You cannot pursue activities outside your charitable purposes, however worthwhile they seem. If the charity's objects say "the relief of poverty in Lambeth," you cannot fund a music festival in Cornwall, even if the festival would be wonderful.
Duty of prudence: Managing the charity's resources responsibly. This includes setting a reserves policy, managing financial risk, protecting the charity's assets, and not committing to expenditure you cannot afford. Prudence is not the same as timidity — it means making informed decisions about risk, not avoiding all risk.
Duty of care: Using reasonable care and skill, applying the knowledge and experience you have. If you are a qualified accountant, you are held to a higher standard on financial matters than a trustee who is not. If you are a safeguarding expert, you are held to a higher standard on safeguarding. Your skills are not just assets — they are obligations.
Governing document: The charity's constitution — whether it is a trust deed, articles of association, or a CIO constitution. It defines your powers, the charity's objects, the rules for how decisions are made, how trustees are appointed and removed, and the quorum for meetings. Read it before your first meeting.
Conflicts of interest: Situations where a trustee's personal interests, or the interests of a connected person, could influence their decision-making. You must declare them and, in most cases, withdraw from the relevant discussion and vote. This includes financial interests, family connections, loyalties to other organisations, and professional relationships. Managing conflicts well builds trust; managing them badly destroys it.
Charity Governance Code: A voluntary code of practice covering eight principles: foundation, organisational purpose, leadership, ethics and culture, decision-making, managing resources and risks, equity, diversity and inclusion, and board effectiveness. Not legally binding, but increasingly used as a benchmark by funders, regulators, and the boards themselves.
Serious incident reporting: The duty to report certain events to the Charity Commission — fraud, significant financial loss, safeguarding incidents, links to terrorism, data breaches, significant governance failures. Failure to report when you should have is itself a governance failure that can attract regulatory attention.
Quorum: The minimum number of trustees who must be present for the board to make valid decisions. Check your governing document — getting this wrong invalidates your decisions. A decision made at a meeting without a quorum is not a decision, even if everyone present agreed.
Reserved matters: Decisions that can only be made by the board and cannot be delegated to the CEO or staff — typically including changes to the governing document, appointment of auditors, approval of accounts, and decisions about mergers, closure, or significant changes in the charity's direction.
Fit and proper person test: HMRC requires that charity trustees meet this test to maintain the charity's tax advantages, including Gift Aid. It covers criminal convictions, tax fraud, and other disqualifying factors. This is separate from the Charity Commission's automatic disqualification rules, which cover things like unspent criminal convictions for certain offences, bankruptcy, and previous removal from trusteeship.

The metrics that matter

As a trustee, you should be monitoring organisational health, not operational detail. Focus on: income vs budget (total and by stream), expenditure vs budget, cash position and forecast, restricted fund balances, reserves level vs policy, key programme outcomes, staff turnover, and any open regulatory or safeguarding issues.

You do not need to review every transaction or read every case note. You need to satisfy yourself that the management team is tracking the right things, has appropriate systems in place, and is telling you the truth about them.

If the board papers consistently present good news with no risks, problems, or uncertainties, that is itself a warning sign. Every organisation has problems. If yours are not surfacing in board papers, they are being hidden, ignored, or filtered by a management team that thinks the board cannot handle bad news.

Ask for a risk register and review it at every meeting. Ask what has changed since last time. Ask which risks have increased and why. The risks that never change are either very well managed or not being updated — and you should know which.

Learn to read charity accounts. You do not need to be an accountant, but you do need to understand the difference between restricted and unrestricted funds, what the reserves position means, how cash flow differs from the surplus or deficit on the statement of financial activities, what the auditor's or independent examiner's opinion actually says, and what the notes to the accounts reveal about related party transactions and contingent liabilities. If you cannot read the accounts, ask for training. Your charity, the Charity Finance Group, or NCVO can help. If the accounts are not presented in a way you can understand, that is a failing of the finance team, not of you — and you should say so.

What you will spend your time on

Board meetings — typically four to six per year, plus an AGM. Committee meetings if you sit on a finance, audit, risk, or nominations committee. Reading board papers in advance, which should take at least two hours per meeting if the papers are substantive. If you are not reading the papers, you are not governing — you are attending.

Beyond formal meetings: occasional one-to-one conversations with the CEO or chair, attendance at charity events or site visits (which are one of the best ways to understand what the organisation actually does), input on strategy or major decisions between meetings, and — for the chair — regular contact with the CEO, significant time on governance and board management, and responsibility for the CEO's appraisal.

If you are doing your job well, you are also investing time in understanding the sector, the charity's beneficiaries, and the external environment. A trustee who only knows what is in the board papers cannot ask the questions the board papers do not answer. Read the sector press. Talk to people who use the charity's services. Attend a conference. Visit a project without the CEO present.

The question of when to resign is one that does not get discussed enough. If you have lost confidence in the executive and the board will not act, if the board is dysfunctional and resistant to change, if you cannot commit the time the role requires, if you have been on the board so long that you have stopped challenging and started defending, or if you fundamentally disagree with the charity's direction and cannot influence it — it may be time to leave. Staying out of loyalty when you are no longer adding value is not a kindness to the charity.

What people in this role often misunderstand about the rest of the organisation

Governance and management are different things. Your role is to set strategy, approve budgets, manage risk, and hold the executive to account. It is not to rewrite the fundraising plan, redesign the website, tell the programme manager how to run a session, or email staff directly with instructions.

When trustees cross this line — and many do, especially those with professional expertise in the charity's field — it undermines the CEO, demoralises staff, and makes the board responsible for decisions it is not equipped to make on a day-to-day basis. If you find yourself giving operational instructions, step back. If you think the CEO is not doing their job, address it through the proper governance channels — performance review, appraisal, support, or in serious cases, disciplinary processes. Do not manage around them.

Staff find trustee meetings frustrating for specific, fixable reasons. Boards that revisit decisions already made, request information already provided in papers nobody read, spend 40 minutes debating the wording of a social media post while rushing a discussion about the three-year strategy, or fail to give clear direction after lengthy deliberation create real problems for the people who have to implement their decisions.

If the CEO seems frustrated after board meetings, the board probably needs to reflect on its own effectiveness. Many boards have never conducted a formal self-evaluation. If yours has not, that should concern you. The Charity Governance Code recommends regular board effectiveness reviews, and the process of doing one is often more valuable than the findings.

Your personal liability is real but bounded. Trustees can be held personally liable for breach of trust, but in practice this is rare and usually involves deliberate misconduct, recklessness, or persistent negligence rather than honest mistakes made in good faith. The Charity Commission's power to disqualify trustees is a more realistic risk for most boards, and it is used more frequently than personal liability claims.

Do not let fear of liability prevent you from making decisions — but do make sure those decisions are properly informed, properly minuted, and taken in good faith after adequate discussion. The best protection against liability is good governance, not inaction.

You are not there to represent your employer, your profession, or your network. You are there to act in the best interests of the charity. This sounds obvious, but it is tested every time a trustee's employer wants to sponsor an event, a trustee's firm tenders for professional services, a trustee's friend applies for a job, or a trustee's network expects preferential access to the charity's services. Declare the conflict. Manage it properly. If in doubt, withdraw from the discussion and the decision.

The debates that affect your work

The debate about board vs executive power — where governance ends and management begins — is central to your role. There is no single right answer that applies to every charity at every stage of its life, but boards that have not explicitly discussed this question are almost certainly getting it wrong in one direction or the other. Some boards micromanage; others rubber-stamp. Neither is governance.

The question of paying trustees is increasingly discussed, particularly in the context of diversity. If trusteeship is an unpaid role requiring significant time commitment during working hours, the pool of people who can serve is inevitably limited to those who can afford to volunteer — which in practice means retired professionals, people of independent means, and those whose employers grant them time. There are arguments on both sides, and the Charity Commission's position has evolved.

Related to this is the debate about trustee diversity — whether charity boards reflect the communities they serve, and what practical steps (beyond good intentions and warm words in annual reports) can change this. The evidence suggests most charity boards remain overwhelmingly white, middle-class, and over 50. If your board looks like that, it is worth asking honestly what perspectives you are missing — and whether the recruitment, induction, and culture of your board are part of the problem.

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